China National Accord Medicines Corporation Ltd.
The Third Quarterly Report for 2017
October 2017
1
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.
Lin Zhaoxiong, person in charge of the Company, head of the accounting works
Wei Pingxiao and Wang Ying, accounting body principals (accountant in charge)
hereby confirm that the Financial Report of the Third Quarterly Report is
authentic, accurate and complete.
2
Section II. Basic information of Company
I. Main accounting data and index
Whether it has retroactive adjustment or re-statement on previous accounting data or not
√ Yes □ No
Reasons of retroactive adjustment or restatement
Enterprise combined under the same control
Period-end of last year Increase/decrease
Current period-end
Before adjustment After adjustment After adjustment
Total assets (RMB) 23,155,826,581.90 21,312,754,511.97 21,316,548,247.95 8.63%
Net assets attributable to
shareholders of listed company 9,109,326,014.78 8,450,150,621.93 8,452,426,863.52 7.77%
(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) 10,753,911,112.98 1.96% 31,278,718,782.55 0.54%
Net profit attributable to
shareholders of the listed company 246,977,990.75 -1.24% 803,103,308.94 -11.67%
(RMB)
Net profit attributable to
shareholders of the listed company
244,923,007.75 41.78% 791,176,397.75 37.71%
after deducting non-recurring gains
and losses (RMB)
Net cash flow arising from
-- -- 511,083,437.88 -38.30%
operating activities (RMB)
Basic earnings per share
0.577 -2.37% 1.876 -12.70%
(RMB/Share)
Diluted earnings per share
0.577 -2.37% 1.876 -12.70%
(RMB/Share)
Weighted average ROE 2.75% -0.36% 9.15% -2.54%
Note: In October 2016, the Company sell the 51% equity of subordinate three pharmaceutical industry subsidiaries respectively
(including Zhijun Pharmaceutical, Zhijun Pharmacy Trade and Pingshan Pharmaceutical) and the whole operational assets of Pingshan
Pharmaceutical R&D base, through subscribing 15.56% new shares offering under the name of related party Shyndec Pharmaceutical.
Correspondingly, the comparative statement of the consolidate profit statement and the consolidate cash flow Statement for this period
including the profit data and the cash flow data of same period last year under the name of above mentioned three companies.)
3
Items and amount of extraordinary profit (gains)/losses
√Applicable □Not applicable
In RMB
Amount from year-begin to
Item Note
end of the Period
Gains/losses from the disposal of non-current asset (including the
81,932.50 Gains from fixed assets disposal
write-off that accrued for impairment of assets)
Governmental subsidy reckoned into current gains/losses (not
Every kind of special subsidies
including the subsidy enjoyed in quota or ration according to
14,867,709.04 and finance discount etc.
national standards, which are closely relevant to enterprise’s
obtained in the period
business)
Net gains/losses from period-
begin to combination date under
Current net gains/losses (from period-beginning to combination
the name of Sinopharm
date) of the subsidiary from enterprise combined under the same -1,096.00
Lerentang Shijiazhuang Medicine
control
Co., Ltd. - the enterprise
purchased by merger under the
same control
Net gains/losses from reversal of
Reversal of impairment reserve for account receivable with
1,472,950.62 impairment allowance for
separate impairment testing
receivables
Gains from entrusted loans
Gains/losses on entrusted loans 1,422,735.83 offering to Sinopharm Zhijun
(Suzhou)
Other non-operating income and expenditure except for the
-1,355,949.33
aforementioned items
Less: impact on income tax 3,297,535.40
Impact on minority shareholders’ equity (post-tax) 1,263,836.07
Total 11,926,911.19 --
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
II. Statement of the total shareholders and shares-held of top ten shareholders at end of the
Period
1. Total number of common shareholders at the end of this report period and top ten common shareholders
In Share
Total preference shareholders
Total common shareholders at the end of with voting rights recovered at
15,227 0
report period end of reporting period (if
applicable)
Top ten shareholders
Number of share
Nature of Proportion of Amount of Amount of restricted
Shareholders pledged/frozen
shareholder shares held shares held shares held
State of share Amount
Sinopharm Group Co., State-owned
56.06% 239,999,991 55,057,700
Ltd. corporate
HTHK/CMG FSGUFP-
Overseas
CMG FIRST STATE 2.04% 8,732,491
corporate
CHINA GROWTH FD
Overseas
TARGET VALUE FUND 1.42% 6,086,518
corporate
China National
State-owned
Pharmaceutical Foreign 1.24% 5,323,043 5,323,043
corporate
Trade Corp.
China Life Insurance Co.,
Domestic non
Ltd. – tradition –general
state-owned 1.15% 4,909,763
insurance products -005L-
corporate
CT001 Shen
China Merchants Bank
Co., Ltd. –Huitianfu Domestic non
Medical Service Flexible state-owned 1.08% 4,630,009
Mix Securities Investment corporate
Funds
GUOTAI JUNAN
Overseas
SECURITIES(HONGKO 1.07% 4,594,095
corporate
NG) LIMITED
New China Life Insurance
Company Ltd. － Domestic non
Dividend －individual state-owned 0.98% 4,199,772
bonuses -018L-FH002 corporate
Shen
5
China SAFE Investments State-owned
0.89% 3,804,400
Limited corporate
China Insurance – Domestic non
traditional insurance state-owned 0.77% 3,279,579
products corporate
Particular about top ten shareholders with un-restrict shares held
Type of shares
Shareholders Amount of un-restrict shares held
Type Amount
RMB ordinary 184,942,29
Sinopharm Group Co., Ltd. 184,942,291
shares 1
Domestically
HTHK/CMG FSGUFP-CMG FIRST
8,732,491 listed foreign 8,732,491
STATE CHINA GROWTH FD
shares
Domestically
TARGET VALUE FUND 6,086,518 listed foreign 6,086,518
shares
China Life Insurance Co., Ltd. – tradition –
RMB ordinary
general insurance products -005L-CT001 4,909,763 4,909,763
shares
Shen
China Merchants Bank Co., Ltd.-China
Universal Assets Management Medical RMB ordinary
4,630,009 4,630,009
Services Flexible Mixed Securities shares
Investment Fund
Domestically
GUOTAI JUNAN
4,594,095 listed foreign 4,594,095
SECURITIES(HONGKONG) LIMITED
shares
New China Life Insurance Company Ltd.
RMB ordinary
－Dividend －individual bonuses -018L- 4,199,772 4,199,772
shares
FH002 Shen
RMB ordinary
China SAFE Investments Limited 3,804,400 3,804,400
shares
China Insurance – traditional insurance RMB ordinary
3,279,579 3,279,579
products shares
Domestically
VALUE PARTNERS CLASSIC FUND 3,038,918 listed foreign 3,038,918
shares
Sinopharm Group Co., Ltd. and China National Pharmaceutical Foreign Trade
Explanation on associated relationship Corporation have the same actual controller, which is China National Pharmaceutical
among the aforesaid shareholders Group Corporation. It is unknown that there exists no associated relationship or belongs
to the consistent actionist among the other tradable shareholders regulated by the
6
Management Measure of Information Disclosure on Change of Shareholding for Listed
Companies.
Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement 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
□Applicable √Not applicable
7
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: decreased 549 million Yuan over that of period-begin with growth rate of -36.49%, mainly because payment
collection by notes declined in the year;
2. Interest receivable: decreased 394,900 Yuan over that of period-begin with growth rate of -87.61%, mainly due to the reduction in
time deposit at period-end;
3. Construction in progress: decreased 19.014 million Yuan over that of period-begin with growth rate of -40.40%, mainly because
ERP project partly completed and logistics warehouse transformation transfer-out for part of the project completed;
4. Other non-current assets: increased 48.8016 million Yuan over that of period-begin with growth rate of 51.56%, mainly because
subscribe medical industry fund in the period;
5. Dividend payable: increased 3.3769 million Yuan over that of period-begin with growth rate of 39.81%, mainly because minority
dividend payable increased;
6. Non-current liability due within one year: decreased 32.8596 million Yuan over that of period-begin with growth rate of -90.25%,
mainly due to the repayment of long-term loans due within one year in the period;
7. Other current liability: decreased 42,100 Yuan over that of period-begin with growth rate of -34.11%, mainly because the input tax
to be certified decreased over that of period-begin;
8. Assets impairment loss: a y-o-y decrease of 1.9884 million Yuan with growth rate of -56.46%, mainly because the accrual bad debts
and inventory falling price reserves are switch back;
9. Other earnings: a y-o-y increase of 12.8439 million Yuan with growth rate of 100.00%, mainly because the government grants
(reckoned in non-operation revenue originally) are re-classified to Other Earnings for change of accounting policy in the period;
10. Non-operation revenue: a y-o-y decrease of 23.5624 million Yuan with growth rate of -71.79%, mainly because the government
grants (reckoned in non-operation revenue originally) are re-adjusted to Other Earnings for change of accounting policy in the period;
11. Non-operation expenditure: a y-o-y increase of 6.2018 million Yuan with growth rate of 268.86%, mainly due to the payment of
overdue fines in the period;
12. Taxes refund: a y-o-y decrease of 8.4006 million Yuan with growth rate of -52.59%, mainly because last period, the industrial
company with taxes refunded has been replace-out;
13. Net cash flow arising from operation activities: a y-o-y decrease of 317 million Yuan with growth rate of -38.30%, mainly because
cash paid for purchasing commodity and accepting labor services increased from a year earlier;
14. Cash recovered from investment: a y-o-y decrease of 226,000 Yuan with growth rate of -100.00%, mainly because received an
account from equity sold under the name of associated enterprise at same period of last year, while there are no such account occurred
in the period;
15. Cash received from investment gains: a y-o-y increase of 22.2602 million Yuan with growth rate of 58.72%, mainly because
dividend from associated enterprise in the period increased from a year earlier;
16. Net cash recovered from disposal of fixed assets, intangible assets and other long-term assets: a y-o-y decrease of 26.0479 million
Yuan with growth rate of -97.80%, mainly because due to the y-o-y declined of gains from disposal of fixed assets in the period;
17. Net cash received from disposal of subsidiary and other business units: a y-o-y decrease of 129 million Yuan with growth rate of -
8
100.00%, mainly because received a equity transfer amount from subsidiary disposal at same period of last year while there are no
such amount occurred in the period;
18. Received other cash related to investment activities: a y-o-y decrease of 1555 million Yuan with growth rate of -94.00%, mainly
because the capital pool business between the subsidiary- replace-in by recombination, and its former parent company has declined on
a y-o-y basis;
19. Subtotal of cash in-flow from investment activities: a y-o-y decrease of 1687 million Yuan with growth rate of -91.34%, mainly
because the capital pool business between the subsidiary- replace-in by recombination, and its former parent company has declined on
a y-o-y basis;
20. Cash paid for investment: a y-o-y increase of 73.2771 million Yuan with growth rate of 335.21%, mainly because subscribe medical
industry fund in the period while no such item occurred last period;
21. Payment of other cash related to investment activities: a y-o-y decrease of 1071 million Yuan with growth rate of -88.59%, mainly
because the capital pool business between the subsidiary- replace-in by recombination, and its former parent company has declined on
a y-o-y basis;
22. Subtotal of cash out-flow from investment activities: a y-o-y decrease of 1042 million Yuan with growth rate of -73.37%, mainly
because the capital pool business between the subsidiary- replace-in by recombination, and its former parent company has declined on
a y-o-y basis;
23. Net cash flow arising from investment activities: a y-o-y decrease of 645 million Yuan with growth rate of -151.08%, mainly
because the capital pool business between the subsidiary- replace-in by recombination, and its former parent company has declined on
a y-o-y basis;
24. Cash received from investment: a y-o-y increase of 9.473 million Yuan with growth rate of 644.42%, mainly because investment
from minority shareholders increased from a year earlier;
25. Cash received from a loan: a y-o-y decrease of 176 million Yuan with growth rate of -37.23%, mainly because bank borrowings
obtained in the period declined from a year earlier;
26. Receipt of other cash related to financing activities: a y-o-y decrease of 181 million Yuan with growth rate of -63.75%, mainly
because financing funds received in the period decreased from a year earlier;
27. Subtotal of cash in-flow from financing activities: a y-o-y decrease of 348 million Yuan with growth rate of -45.86%, mainly
because financing funds received in the period decreased from a year earlier;
28. Cash payments of amounts borrowed: a y-o-y decrease of 365 million Yuan with growth rate of -55.70%, mainly because loan
repayment in the period declined from a year earlier;
29. Payment of other cash related to financing activities: a y-o-y decrease of 101 million Yuan with growth rate of -34.95%, mainly
because the capital pool business between the subsidiary- replace-in by recombination, and its former parent company has declined on
a y-o-y basis;
30. Subtotal of cash out-flow from financing activities: a y-o-y decrease of 435 million Yuan with growth rate of -37.25%, mainly
because loan repayment in the period declined from a year earlier;
31. Impact of exchange rate changes on cash and cash equivalents: a y-o-y increase of 405,900 Yuan with growth rate of 100.00%,
mainly because there was an impact of exchange rate changes at same period of last year, while there are no such changes in the period;
32. Net increase of cash and cash equivalent: a y-o-y decrease of 875 million Yuan with growth rate of -103.51%, mainly because net
cash flow from investment activities declined from a year earlier.
II. Progress and influence of the main events as well as solution analysis specification
□ Applicable √ Not applicable
9
III. Commitments completed in Period and those without completed till end of the Period from
actual controller, shareholders, related parties, purchaser and companies
√Applicable □ Not applicable
Type of
Commitm Commitm Impleme
Commitments Promise commitme Content of commitments
ent date ent term ntation
nts
Commitments for
share merger
reform
As a large pharmaceutical commercial enterprise
whose business involves pharmaceutical wholesale
and retail, Sinopharm Holding may overlap with the
Company in geographical segmentation during its
future business development. To avoid the potential
peer competition brought by such geographical
overlap, Sinopharm Holding undertakes that, upon the
transfer of shares of Sinopharm Holding Guangzhou
it held to Accord Pharma, “1. it will not newly-
Commitments in Commitm establish or broaden within Guangdong any business Normally
report of Sinopharm ent of operation that actually compete with that of Accord 2005-06- Long-term implemen
acquisition or Holding shareholde Pharma, or set up any new subsidiaries or subordinate 21 effective ting
equity change rs 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.”
Sinopharm “Sinopharm Group and Sinopharm Foreign Trade
Group made commitments in the Report about China
Co., Ltd.; National Accord Medicines Corporation Ltd.
China Purchasing Assets and Raising Supporting Funds and
Commitm
Commitments in National Related Transactions by Asset Sale, Stock Issuance Normally
ent on 2016-05-
assets Pharmace and Cash Payment that the non-public offering of 36 months implemen
restricted 31
reorganization utical shares of Sinopharm Accord obtained from this ting
shares
Foreign transaction shall not be transferred within 36 months
Trade since the finish date of issuance and shall be unlocked
Corporatio after 36 months since the date of listing. Within 6
n months after the completion of this transaction, if the
10
closing price of the stock of Sinopharm Accord is less
than the issue price in continuous 20 trading days, or
the closing price at the end of 6 months after the
completion of this transaction is less than the issue
price, the lockup period of the stock of Sinopharm
Group and Sinopharm Foreign Trade obtained from
Sinopharm Accord by this transaction will
automatically prolong at least 6 months. The shares
derived from stock dividends allocation and capital
reserve increase transferring of Sinopharm Accord
based on the non-public offering of shares of
Sinopharm Accord obtained by this transaction should
also abide by the above stock restricted
arrangements.”
"China Ping An Asset Management Co., Ltd. made
commitments in the Report about China National
Accord Medicines Corporation Ltd. Purchasing
Assets and Raising Supporting Funds and Related
Transactions by Asset Sale, Stock Issuance and Cash
Ping’an
Commitm Payment that the non-public offering of shares of
Assets Normally
ent on Sinopharm Accord obtained from this transaction 2016-05-
Managem 36 months implemen
restricted shall not be transferred within 36 months since the 31
ent Co., ting
shares finish date of issuance and shall be unlocked after 36
Ltd.
months since the date of listing. After placement
completed, the shares of the listed company increased
due to bonus shares and turning to increase capital
should pursuit to the restriction arrangement the
above mentioned.
“Sinopharm Group made commitments in the Report
about China National Accord Medicines Corporation
Ltd. Purchasing Assets and Raising Supporting Funds
and Related Transactions by Asset Sale, Stock
Performan
Issuance and Cash Payment that the 2016 annual net
ce
profits of Foshan Nanhai, Guangdong Uptodate &
commitme
Sinopharm Special Medicines and Guoda Drug Store should Normally
nt and 2016-05- 2018-12-
Group respectively be no less than RMB 47,385,600.00, implemen
compensat 31 31
Co., Ltd. RMB 19,167,000.00, and RMB 98,466,100.00, while ting
ion
the 2017 annual net profits should respectively be no
arrangeme
less than RMB 49,394,500.00, RMB 20,209,700.00,
nt
and RMB 110,998,90.00, and the 2018 annual net
profits should respectively be no less than RMB
51,148,200.00, RMB 21,330,100.00, and RMB
131,275,500.00. Net profit refers to the lower one
11
between the after-tax net profit attributable to the
owners of parent company planning to invest in the
target company and the net profit attributable to the
owners of parent company after deducting the non-
recurring gains and losses. If the actual net profit of
the target company doesn’t reach the committed net
profit, Sinopharm Group will need to compensate
according to the stipulations of the "Profit Forecast
Compensation Agreement for the Stock Issuance and
Assets Purchase.”
Sinopharm Foreign Trade made commitments in the
Report about China National Accord Medicines
Corporation Ltd. Purchasing Assets and Raising
Supporting Funds and Related Transactions by Asset
Sale, Stock Issuance and Cash Payment that the 2016
annual net profits of Southern Medical Trade should
China Performan be no less than RMB 39880700, while the 2017
National ce annual net profits should be no less than RMB
Pharmace commitme 47323200, and should not less than RMB 55364600
Normally
utical nt and in 2018. Net profit refers to the lower one between 2016-05- 2018-12-
implemen
Foreign compensat the after-tax net profit attributable to the owners of 31 31
ting
Trade ion parent company planning to invest in the target
Corporatio arrangeme company and the net profit attributable to the owners
n nt of parent company after deducting the non-recurring
gains and losses. If the actual net profit of the
Southern Medical Trade doesn’t reach the committed
net profit, Sinopharm Foreign Trade will need to
compensate according to the stipulations of the
"Profit Forecast Compensation Agreement for the
Stock Issuance and Assets Purchase.”
Fu “Fu Yueling and other 10 natural person made
Jiancheng; commitments in the Report about China National
Fu Yuequn Accord Medicines Corporation Ltd. Purchasing
Gu Performan Assets and Raising Supporting Funds and Related
Chaoqun; ce Transactions by Asset Sale, Stock Issuance and Cash
Guo commitme Payment that the 2016 annual net profits of Southern
Normally
Shu’er; nt and Medical Trade should be no less than RMB 2016-05- 2018-12-
implemen
Huang compensat 39,880,700, while the 2017 annual net profits should 31 31
ting
Qiufang; ion be no less than RMB 47,323,200, and should not less
Li arrangeme than RMB 55,364,600 in 2018. Net profit refers to the
Hongbing; nt lower one between the after-tax net profit attributable
Liao Zhi; to the owners of parent company planning to invest in
Lin the target company and the net profit attributable to
Wanqun; the owners of parent company after deducting the
12
SunWei; non-recurring gains and losses. If the actual net profit
Zhang of the Southern Medical Trade doesn’t reach the
Zhaohua; committed net profit, Fu Yuequn and other 10 natural
Zhang person will need to compensate according to the
Zhaotang stipulations of the "Profit Forecast Compensation
Agreement for the Stock Issuance and Assets
Purchase.”
“Sinopharm Accord made commitments in the Report
about China National Accord Medicines Corporation
Ltd. Purchasing Assets and Raising Supporting Funds
and Related Transactions by Asset Sale, Stock
Issuance and Cash Payment that the net profits
attributable to the owners of parent company after
deducting the non-recurring gains and losses
committed by Zhijun Pharmaceutical in 2016, 2017
and 2018 should be respectively no less than RMB
222,671,700.00, RMB 232,561,600.00, and RMB
241,878,700.00; the net profits attributable to the
owners of parent company after deducting the non-
Performan recurring gains and losses committed by Zhijun
China ce Pharmacy Trade in 2016, 2017 and 2018 should be
National commitme respectively no less than RMB 2,379,600.00, RMB
Normally
Accord nt and 2,335,100.00, and RMB 2,345,600.00; the net profits 2016-05- 2018-12-
implemen
Medicines compensat attributable to the owners of parent company after 31 31
ting
Corporatio ion deducting the non-recurring gains and losses
n Ltd. arrangeme committed by Pingshan Pharmaceutical in 2016, 2017
nt and 2018 should be respectively no less than RMB
39,716,300.00, RMB 43,033,500.00, and RMB
50,325,500.00. If the actual net profits attributable to
the owners of parent company after deducting the
non-recurring gains and losses of Zhijun
Pharmaceutical / Zhijun Pharmacy Trade / Pingshan
Pharmaceutical don’t reach the committed net profits
attributable to the owners of parent company after
deducting the non-recurring gains and losses,
Sinopharm Accord should compensate in accordance
with the stipulations of the Profit Forecast
Compensation Agreement for the Stock Issuance and
Assets Purchase.”
China “The listed company, controlling shareholders, the
National Other actual controllers made commitments in the Report Normally
2016-05- Long-term
Accord commitme about China National Accord Medicines Corporation implemen
31 effective
Medicines nts Ltd. Purchasing Assets and Raising Supporting Funds ting
Corporatio and Related Transactions by Asset Sale, Stock
13
n Ltd.; Issuance and Cash Payment that the Company shall
Sinopharm not violate the relevant regulations of Article 16 in
Group Securities Issuance and Underwriting Management
Co., Approach, and directly or indirectly providing
Ltd. ;Chin financial assistance or compensation for the
a National subscription objects and its shareholders / partners /
Pharmace clients (if any) of this non-public offering does not
utical exist and will not occur in the future.”
Group
Corporatio
n
“Ping An Asset Management Co., Ltd. has made
commitments that the unit intends to utilize Ping An
Asset Xinxiang No.3 asset management product and
Ping An Asset Xinxiang No.7 asset management
product to fund and subscribe some non-public
offering of shares of Sinopharm Accord in this major
asset restructuring process, and has the ability to
Ping’an
subscribe the shares, the relevant capital sources are
Assets Other Normally
legitimate, there is no hierarchical income and other 2016-03- Long-term
Managem commitme implemen
structured arrangements, and there is no use of 24 effective
ent Co., nts ting
leveraged funds. The unit does not receive financial
Ltd.
assistance or compensation from Sinopharm Accord
and its controlling shareholders, or the actual
controllers. The investors’ structure of above-
mentioned products does not change from the issue
date of the commitment letter to the end date of the
lockup period of the stock that the unit subscribes
from Sinopharm Accord.”
“Sinopharm made commitments in the Report about
China National Accord Medicines Corporation Ltd.
Purchasing Assets and Raising Supporting Funds and
Related Transactions by Asset Sale, Stock Issuance
China and Cash Payment that 1. if the stock intraday price
National of Sinopharm Accord on any trading day of the 30
Increase
Pharmace trading days after the listing of newly increased Normally
holding 2017-01- 2017-02-
utical shares in this transaction is less than the issue price of implemen
commitme 06 24
Group newly increased shares in this transaction, Sinopharm ting
nt
Corporatio will accumulatively invest no more than RMB 150
n million in these 30 trading days to increase the
holding by the stock trading system of the Shenzhen
Stock Exchange (this increase of holding) until the
earlier one of below two situations occurs: (1) the
above-mentioned funds are use up; (2) the intraday
14
price of Sinopharm Accord is no less than the issue
price of newly increased shares in this transaction. 2.
Sinopharm shall not sell the shares obtained from this
increase of holding within 3 years after the end of this
increase of holding.”
“Sinopharm Group made commitments in the Report
about China National Accord Medicines Corporation
Ltd. Purchasing Assets and Raising Supporting Funds
and Related Transactions by Asset Sale, Stock
Issuance and Cash Payment that the Company shall
be the controlling shareholder of China National
Accord Medicines Corporation Ltd. (hereinafter
referred to as Sinopharm Accord) up to the issue date
of this commitment letter, after the completion of this
major assets reorganization (hereinafter referred to as
“this reorganization”), Sinopharm Accord shall no
longer hold shares or operate relevant businesses of
pharmaceutical industry, the main business will
become the national pharmaceutical retail and
pharmaceutical distribution business in Guangdong
and Guangxi. In order to support the business
Commitm Stock of
development of Sinopharm Accord and avoid
ents on Sinopharm
horizontal competition with Sinopharm Accord and
horizontal Accord
Sinopharm its controlling enterprises, the Company made
competitio delisting 2016-12-
Group following irrevocable commitments and promises:1,
n, relation on 28
Co., Ltd. after the completion of this reorganization, as for the
transaction Shenzhen
social retail drugstore assets except for Sinopharm
and capital Stock
Holding Guoda Drug Store Co., Ltd. and its
occupation Exchange
subsidiaries and branches owned or controlled by the
Company, the Company promised to take appropriate
measures to solve the horizontal competition problem
in the pharmaceutical retail business between the
Company and Sinopharm Accord within 5 years since
the completion date of this reorganization. 2. The
Company's way of resolving horizontal competition
problems includes and is not limited to purchasing the
social retail drugstore assets subordinated to the
Company by Sinopharm Accord, taking the entrusted
operation, leasing or contracting operation by
Sinopharm Accord and its controlling enterprises in
accordance with the methods permitted by national
laws to hold or control the social retail drugstore
assets, or transferring the controlling stake of the
social retail drugstore assets by the Company. 3. If the
15
shareholders of the social retail drugstore assets
(hereinafter referred to as "the third party") of the
Company or the enterprises controlled by the
Company have or are going to perform the
preemptive rights under the same conditions in
accordance with relevant laws and corresponding
Articles of Association, then the above commitment
will not be applicable, but in this case, the Company
should try its utmost to urge the third party to waive
its preemptive rights. If the Company is unable to
urge the third party to give up the preemptive rights,
the Company will urge the enterprises controlled by
the Company to transfer the social retail drugstore
assets to the third party to solve the horizontal
competition problem. 4. The pharmaceutical
distribution assets currently owned or controlled by
the Company are distributed outside Guangdong and
Guangxi regions, there is no horizontal competition
with Sinopharm Accord, the Company will not
engage in the same or similar operation businesses to
Sinopharm Accord in Guangdong and Guangxi in the
future, if the Company and its holding enterprises
obtain the new business opportunities constituting
substantial horizontal competition (hereinafter
referred to as competitive new business) within the
pharmaceutical distribution business scope of
Sinopharm Accord in Guangdong and Guangxi, the
Company will send written notice to Sinopharm
Accord and try its utmost to firstly provide the new
business opportunities to Sinopharm Accord or its
holding enterprises according to the reasonable and
fair terms and conditions so as to avoid the horizontal
competition with Sinopharm Accord and its holding
enterprises. 5. Since the issue date of this
commitment letter, the Company promises to
indemnify Sinopharm Accord for all actual losses,
damages and expenses caused by the Company in
violation of any commitments under this commitment
letter. 6.
China Commitm “Sinopharm made commitments in the Report about
National ents on China National Accord Medicines Corporation Ltd. Normally
2016-12- Long-term
Pharmace horizontal Purchasing Assets and Raising Supporting Funds and implemen
28 effective
utical competitio Related Transactions by Asset Sale, Stock Issuance ting
Group n, relation and Cash Payment that the Company shall be the
16
Corporatio transaction actual controller of China National Accord Medicines
n and capital Corporation Ltd. (hereinafter referred to as
occupation Sinopharm Accord) up to the issue date of this
commitment letter, after the completion of this major
assets reorganization (hereinafter referred to as “this
reorganization”), Sinopharm Accord shall no longer
hold shares or operate relevant businesses of
pharmaceutical industry, the main business will
become the national pharmaceutical retail and
pharmaceutical distribution business in Guangdong
and Guangxi. In order to support the business
development of Sinopharm Accord and avoid
horizontal competition with Sinopharm Accord and
its controlling enterprises, the Company made
following irrevocable commitments and promises:1,
after the completion of this reorganization, as for the
social retail drugstore assets except for Sinopharm
Group Guoda Pharmacy Co., Ltd. and its subsidiaries
and branches owned or controlled by the Company,
the Company promised to take appropriate measures
to solve the horizontal competition problem in the
pharmaceutical retail business between the Company
and Sinopharm Accord within 5 years since the
completion date of this reorganization. 2. The
Company's way of resolving horizontal competition
problems includes and is not limited to purchasing the
social retail drugstore assets subordinated to the
Company by Sinopharm Accord, taking the entrusted
operation, leasing or contracting operation by
Sinopharm Accord and its controlling enterprises in
accordance with the methods permitted by national
laws to hold or control the social retail drugstore
assets, or transferring the controlling stake of the
social retail drugstore assets by the Company. 3. If the
shareholders of the social retail drugstore assets
(hereinafter referred to as "the third party") of the
Company or the enterprises controlled by the
Company have or are going to perform the
preemptive rights under the same conditions in
accordance with relevant laws and corresponding
Articles of Association, then the above commitment
will not be applicable, but in this case, the Company
should try its utmost to urge the third party to waive
its preemptive rights. If the Company is unable to
17
urge the third party to give up the preemptive rights,
the Company will urge the enterprises controlled by
the Company to transfer the social retail drugstore
assets to the third party to solve the horizontal
competition problem. 4. The pharmaceutical
distribution assets currently owned or controlled by
the Company are distributed outside Guangdong and
Guangxi regions, there is no horizontal competition
with Sinopharm Accord, the Company will not
engage in the same or similar operation businesses to
Sinopharm Accord in Guangdong and Guangxi in the
future, if the Company and its holding enterprises
obtain the new business opportunities constituting
substantial horizontal competition (hereinafter
referred to as competitive new business) within the
pharmaceutical distribution business scope of
Sinopharm Accord in Guangdong and Guangxi, the
Company will send written notice to Sinopharm
Accord and try its utmost to firstly provide the new
business opportunities to Sinopharm Accord or its
holding enterprises according to the reasonable and
fair terms and conditions so as to avoid the horizontal
competition with Sinopharm Accord and its holding
enterprises. 5. This commitment letter terminates
when following circumstances occur (subject to the
earlier one): (1) the Company is no longer the actual
controller of Sinopharm Accord; or (2) the shares of
Sinopharm Accord terminate the listing at the stock
exchange.”
Sinopharm Group made commitments in the Controlli
Commitment Letter About Sinopharm Group Co., ng
Ltd. to Avoid Horizontal Competition: “First, the sharehold
Company and the Company’s wholly-owned, er is
controlling or other enterprises with actual control (in implemen
addition to Sinopharm Accord and its controlling t in real
Commitments Commitm
enterprises, hereinafter the same) don’t have earnest,
make in initial Sinopharm ent of 2013-09- Long-term
businesses and operations constituting the substantial Sinophar
public offering or Holding shareholde 05 effective
horizontal competition to Sinopharm Accord and its m Accord
re-financing rs
controlling enterprises. Second, the Company and the will
Company’s wholly-owned, controlling or other actively
enterprises with actual control shall not engage, urged the
participate in or do businesses and activities in controllin
Guangdong and Guangxi which constitute substantial g
competition to Sinopharm Accord and pharmaceutical sharehold
18
business services. Third, the Company and the er and
Company’s wholly-owned, controlling or other actual
enterprises with actual control shall not engage, controller
participate in or do businesses and activities which to fulfill
constitute substantial competition to Sinopharm commitm
Accord and pharmaceutical industry businesses. ents
Fourth, the Company shall not take advantage of the
control to Sinopharm Accord to damage the
legitimate rights and interests of Sinopharm Accord
and other shareholders (especially medium and small
shareholders). This commitment letter takes effect
from the issue date, and remains in effect for the
entire period when the Company acts as the
controlling shareholder or its related party of
Sinopharm Accord. Within the effective period of the
commitment, if the Company violates this
commitment and causes a loss to Sinopharm Accord,
the Company will timely make full compensation for
Sinopharm Accord.”
Sinopharm Group made commitments in the
Commitment Letter About Sinopharm Group Co.,
Controlli
Ltd. to Regulate the Related Transactions with China
ng
National Accord Medicines Corporation Ltd.: “First,
sharehold
when the Company is controlling Sinopharm Accord,
er is
the Company and the companies and enterprises
implemen
directly and indirectly controlled by the Company
t in real
(“related party” for short) will strictly regulate the
earnest,
related transactions with Sinopharm Accord and its
Sinophar
controlling enterprises. Second, for the related
m Accord
Commitm transactions that cannot be avoided or have
will
Sinopharm ent of reasonable reasons to occur, the Company and related 2013-09- Long-term
actively
Holding shareholde party shall sign normative related transaction 05 effective
urged the
rs agreement in accordance with relevant laws with
controllin
Sinopharm Accord. Sinopharm Accord implements
g
the approval procedures and fulfills the information
sharehold
disclosure obligations of the related transactions
er and
according to relevant laws, regulations, rules, other
actual
normative documents and the constitutions of
controller
Sinopharm Accord. Third, for the related transactions
to fulfill
that cannot be avoided or have reasonable reasons to
commitm
occur, the Company and related party shall abide by
ents
the open, fair and just market principles and confirm
the price of related transactions in accordance with
19
the price that the independent third party without
association sets for the same and similar transactions,
and ensure the fairness of the price of the related
transactions. Fourth, when the board of directors and
the general meeting of stockholders of Sinopharm
Accord vote on the related transactions involving the
Company and other enterprises controlled by the
Company, the Company shall fulfill the necessary
obligations that the associated directors and
associated shareholders abstain from voting in
accordance with the relevant provisions, and abide by
the legal procedures for approving related
transactions and the information disclosure
obligations. Fifth, the Company guarantees to
participate in the shareholders' general meeting,
equally exercise the corresponding rights and take the
corresponding obligations in accordance with the
constitutions of Sinopharm Accord, not to take
advantage of controlling shareholder status to seek
improper benefits or utilize related transactions to
illegally transfer the funds and profits of Sinopharm
Accord, and not to damage the legitimate rights and
interests of other shareholders (especially the medium
and small shareholders) of Sinopharm Accord. Sixth,
this commitment letter comes into force from the
issue date and remains in effect for the entire period
when the Company acts as the controlling shareholder
or its related party of Sinopharm Accord. Within the
effective period of the commitment, if the Company
violates this commitment and causes a loss to
Sinopharm Accord, the Company will timely make
full compensation for Sinopharm Accord.”
Sinopharm made commitments in the Commitment Controlli
Letter About China National Pharmaceutical Group ng
Corporation to Avoid Horizontal Competition with sharehold
China National Accord Medicines Corporation Ltd.: er is
Commitm “First, in the next five years, Sinopharm plans to take implemen
Sinopharm ent of appropriate measures (including assets replacement or 2013-10- Long-term t in real
Group actual acquisition, equity reorganization, etc.) to resolve the 16 effective earnest,
controller horizontal competition between Sinopharm Weiqida Sinophar
and Sinopharm Accord. Second, in addition to the m Accord
past matters and matters disclosed in this commitment will
letter, the Company and the Company’s wholly- actively
owned, controlling or other enterprises with actual urged the
20
control rights (except for Sinopharm Accord and its controllin
controlling enterprises, the same as below) shall not g
directly engaged in, participate in or do the businesses sharehold
an activities constituting actual competition to the er and
production and operation of Sinopharm Accord in actual
China. The relevant commitments about avoiding controller
horizontal competition that the Company made in the to fulfill
past still remain in effect. Third, the Company shall commitm
not take advantage of the control relationship to ents
Sinopharm Accord to damage the legitimate rights
and interests of Sinopharm Accord and its
shareholders (especially the medium and small
shareholders). Fourth, this commitment letter comes
into force from the issue date and remains in effect
for the entire period when the Company acts as the
controlling shareholder or its related party of
Sinopharm Accord.”
Sinopharm Group made commitments in the
Commitment Letter About Sinopharm Group Co.,
Ltd. to Regulate the Related Transactions with China
National Accord Medicines Corporation Ltd.: “First, Controlli
when the Company is controlling Sinopharm Accord, ng
the Company and the companies and enterprises sharehold
directly and indirectly controlled by the Company er is
(“related party” for short) will strictly regulate the implemen
related transactions with Sinopharm Accord and its t in real
controlling enterprises. Second, for the related earnest,
transactions that can not be avoided or have Sinophar
reasonable reasons to occur, the Company and related m Accord
Commitm
party shall sign normative related transaction will
Sinopharm ent of 2013-09- Long-term
agreement in accordance with relevant laws with actively
Group actual 22 effective
Sinopharm Accord. Sinopharm Accord implements urged the
controller
the approval procedures and fulfills the information controllin
disclosure obligations of the related transactions g
according to relevant laws, regulations, rules, other sharehold
normative documents and the constitutions of er and
Sinopharm Accord. Third, for the related transactions actual
that cannot be avoided or have reasonable reasons to controller
occur, the Company and related party shall abide by to fulfill
the open, fair and just market principles and confirm commitm
the price of related transactions in accordance with ents
the price that the independent third party without
association sets for the same and similar transactions,
and ensure the fairness of the price of the related
21
transactions. Fourth, when the board of directors and
the general meeting of stockholders of Sinopharm
Accord vote on the related transactions involving the
Company and other enterprises controlled by the
Company, the Company shall fulfill the necessary
obligations that the associated directors and
associated shareholders abstain from voting in
accordance with the relevant provisions, and abide by
the legal procedures for approving related
transactions and the information disclosure
obligations. Fifth, the Company guarantees not to
take advantage of actual controller status to seek
improper benefits or utilize related transactions to
illegally transfer the funds and profits of Sinopharm
Accord, and not to damage the legitimate rights and
interests of other shareholders (especially the medium
and small shareholders) of Sinopharm Accord. Sixth,
this commitment letter comes into force from the
issue date and remains in effect for the entire period
when the Company acts as the actual controller or its
related party of Sinopharm Accord.
Equity incentive
commitment
Other
commitments for
medium and small
shareholders
Completed on time
Y
(Y/N)
IV. Estimation of operation performance for year of 2017
Estimation on accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning
of its material change compared with the corresponding period of the last year and explanation on reason
□ Applicable √ Not applicable
V. Particular about security investment
□ Applicable √ Not applicable
The Company had no security investment in Period.
22
VI. Particulars about derivatives investment
□ Applicable √ Not applicable
The Company had no derivatives investment in Period.
VII. Registration form of receiving research, communication and interview in the report period
□Applicable √ Not applicable
The Company has no research, communication and interview accepted in the Period.
VIII. Guarantee outside against the regulation
□Applicable √Not applicable
The Company had no guarantee outside against the regulation in the reporting period.
IX. Non-operational fund occupation from controlling shareholders and its related party
□ Applicable √ Not applicable
The Company had no non-operational fund occupation from controlling shareholders and its related party.
X. Fulfill the precise social responsibility for poverty alleviation
Nil
23
Section IV. Financial Statement
I. Financial statement
1. Consolidate balance sheet
Prepared by China National Accord Medicines Corporation Ltd.
In RMB
Item Balance at period-end Balance at period-begin
Current assets:
Monetary funds 3,525,575,302.08 3,519,961,564.93
Settlement provisions
Capital lent
Financial assets measured by fair value and with variation
reckoned into current gains/losses
Derivative financial assets
Notes receivable 955,201,414.03 1,504,000,909.21
Accounts receivable 9,773,204,908.31 7,654,225,510.89
Accounts paid in advance 407,576,331.96 424,867,581.80
Insurance receivable
Reinsurance receivables
Contract reserve of reinsurance receivable
Interest receivable 55,855.56 450,722.67
Dividend receivable
Other receivables 404,173,674.93 478,573,423.62
Purchase restituted finance asset
Inventories 4,135,298,239.08 4,049,482,529.71
Divided into assets held for sale
Non-current asset due within one year
Other current assets 70,577,536.15 57,209,263.04
Total current assets 19,271,663,262.10 17,688,771,505.87
Non-current assets:
Loans and payments on behalf
Finance asset available for sales 13,685,760.00 13,685,760.00
24
Held-to-maturity investment
Long-term account receivable
Long-term equity investment 1,554,699,567.29 1,413,034,165.56
Investment property 160,819,580.61 166,715,848.80
Fixed assets 530,984,854.51 487,009,600.10
Construction in progress 28,049,823.55 47,063,868.49
Engineering material
Disposal of fixed asset
Productive biological asset
Oil and gas asset
Intangible assets 330,038,784.01 320,435,400.89
Expense on Research and Development
Goodwill 826,038,700.05 823,890,174.21
Long-term expenses to be apportioned 217,702,792.23 188,377,725.64
Deferred income tax asset 78,692,345.02 72,914,722.30
Other non-current asset 143,451,112.53 94,649,476.09
Total non-current asset 3,884,163,319.80 3,627,776,742.08
Total assets 23,155,826,581.90 21,316,548,247.95
Current liabilities:
Short-term loans 1,566,095,413.79 1,512,713,629.95
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 2,416,417,045.77 2,406,642,582.86
Accounts payable 7,887,414,148.86 6,701,558,514.10
Accounts received in advance 149,306,080.04 163,450,365.92
Selling financial asset of repurchase
Commission charge and commission payable
Wage payable 164,461,145.23 195,138,079.85
Taxes payable 182,119,097.05 187,043,717.52
Interest payable 6,063,836.86 6,956,463.02
25
Dividend payable 11,860,238.38 8,483,370.21
Other accounts payable 872,023,017.47 917,193,911.34
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 year 3,551,734.49 36,411,339.96
Other current liabilities 81,241.59 123,294.77
Total current liabilities 13,259,392,999.53 12,135,715,269.50
Non-current liabilities:
Long-term loans 31,600,000.00
Bonds payable
Including: preferred stock
Perpetual capital securities
Long-term account payable 12,417,420.42 14,616,598.34
Long-term wages payable 2,078,999.89 1,722,599.89
Special accounts payable 800,000.00 800,000.00
Projected liabilities
Deferred income 124,351,151.78 123,953,462.81
Deferred income tax liabilities 72,771,069.77 76,535,704.01
Other non-current liabilities 45,427,343.31 45,427,343.31
Total non-current liabilities 289,445,985.17 263,055,708.36
Total liabilities 13,548,838,984.70 12,398,770,977.86
Owner’s equity:
Share capital 428,126,983.00 362,631,943.00
Other equity instrument 65,495,040.00
Including: preferred stock
Perpetual capital securities
Capital public reserve 3,151,532,012.50 3,152,718,024.92
Less: Inventory shares
Other comprehensive income
Reasonable reserve
Surplus public reserve 181,315,971.50 181,315,971.50
26
Provision of general risk
Retained profit 5,348,351,047.78 4,690,265,884.10
Total owner’s equity attributable to parent company 9,109,326,014.78 8,452,426,863.52
Minority interests 497,661,582.42 465,350,406.57
Total owner’s equity 9,606,987,597.20 8,917,777,270.09
Total liabilities and owner’s equity 23,155,826,581.90 21,316,548,247.95
Legal representative: Lin Zhaoxiong
Person in charge of accounting works: Wei Pingxiao
Person in charge of accounting institution: Wang Ying
2. Balance Sheet of Parent Company
In RMB
Item Balance at period-end Balance at period-begin
Current assets:
Monetary funds 1,149,132,900.28 1,342,041,409.86
Financial assets measured by fair value and with variation
reckoned into current gains/losses
Derivative financial assets
Notes receivable 17,719,567.69 79,868,867.49
Accounts receivable 718,186,771.61 397,351,577.24
Account paid in advance 311,250.05 2,135,439.82
Interest receivable 1,284,197.98 2,029,125.06
Dividends receivable
Other receivables 1,121,162,785.03 1,801,567,851.50
Inventories 194,357,165.57 184,708,273.76
Divided into assets held for sale
Non-current assets maturing within one year
Other current assets 22,557,723.03 6,937,946.90
Total current assets 3,224,712,361.24 3,816,640,491.63
Non-current assets:
Available-for-sale financial assets
Held-to-maturity investments
Long-term receivables
Long-term equity investments 7,076,883,701.98 5,914,542,602.10
Investment property 2,965,826.27 3,571,809.38
27
Fixed assets 15,521,917.34 16,555,996.92
Construction in progress
Project materials
Disposal of fixed assets
Productive biological assets
Oil and natural gas assets
Intangible assets 1,529,310.63 1,534,730.15
Research and development costs
Goodwill
Long-term deferred expenses 5,804,459.23 6,645,211.13
Deferred income tax assets 2,822,137.63 2,869,931.88
Other non-current assets 71,808,611.00 9,859,840.00
Total non-current assets 7,177,335,964.08 5,955,580,121.56
Total assets 10,402,048,325.32 9,772,220,613.19
Current liabilities:
Short-term borrowings 235,000,000.00 50,000,000.00
Financial liability measured by fair value and with variation
reckoned into current gains/losses
Derivative financial liability
Notes payable 193,599,229.58 334,383,191.54
Accounts payable 576,220,989.82 391,726,381.93
Accounts received in advance 11,662,242.51 2,997,964.16
Wage payable 23,634,826.54 30,618,183.84
Taxes payable 6,544,100.73 3,308,582.29
Interest payable 339,009.11 37,801.50
Dividend payable
Other accounts payable 1,040,961,281.05 1,100,143,593.55
Divided into liability held for sale
Non-current liabilities due within 1 year 31,600,000.00
Other current liabilities 81,241.59 123,294.77
Total current liabilities 2,088,042,920.93 1,944,938,993.58
Non-current liabilities:
Long-term loans 31,600,000.00
Bonds payable
28
Including: preferred stock
Perpetual capital securities
Long-term account payable
Long-term wages payable 3,000.00 26,000.00
Special accounts payable 800,000.00 800,000.00
Projected liabilities
Deferred income 2,070,000.00 1,570,000.00
Deferred income tax liabilities 3,773,319.00 3,773,319.00
Other non-current liabilities
Total non-current liabilities 38,246,319.00 6,169,319.00
Total liabilities 2,126,289,239.93 1,951,108,312.58
Owners’ equity:
Share capita 428,126,983.00 362,631,943.00
Other equity instrument 65,495,040.00
Including: preferred stock
Perpetual capital securities
Capital public reserve 4,381,845,619.03 4,381,845,619.03
Less: Inventory shares
Other comprehensive income
Reasonable reserve
Surplus reserve 181,315,971.50 181,315,971.50
Retained profit 3,284,470,511.86 2,829,823,727.08
Total owner’s equity 8,275,759,085.39 7,821,112,300.61
Total liabilities and owner’s equity 10,402,048,325.32 9,772,220,613.19
3. Consolidated Profit Statement (the period)
In RMB
Item Current Period Last Period
I. Total operating income 10,753,911,112.98 10,546,794,136.35
Including: Operating income 10,753,911,112.98 10,546,794,136.35
Interest income
Insurance gained
Commission charge and commission income
II. Total operating cost 10,476,330,643.94 10,222,442,021.78
29
Including: Operating cost 9,652,629,532.14 9,406,817,499.04
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 27,755,633.18 15,280,250.17
Sales expenses 576,266,856.55 542,282,311.47
Administration expenses 183,065,386.00 225,065,823.77
Financial expenses 35,176,387.62 30,624,659.59
Losses of devaluation of asset 1,436,848.45 2,371,477.74
Add: Changing income of fair value(Loss is listed with “-”)
Investment income (Loss is listed with “-”) 54,961,155.07 13,869,225.74
Including: Investment income on affiliated company and joint
54,961,155.07 9,698,032.57
venture
Exchange income (Loss is listed with “-”)
Other income 4,885,408.95
III. Operating profit (Loss is listed with “-”) 337,427,033.06 338,221,340.31
Add: Non-operating income 2,623,842.14 15,062,879.07
Including: Disposal gains of non-current asset 36,963.24 6,277,210.79
Less: Non-operating expense 4,855,292.95 666,159.62
Including: Disposal loss of non-current asset 157,337.17 326,134.96
IV. Total Profit (Loss is listed with “-”) 335,195,582.25 352,618,059.76
Less: Income tax expense 68,255,324.72 80,773,254.66
V. Net profit (Net loss is listed with “-”) 266,940,257.53 271,844,805.10
Net profit attributable to owner’s of parent company 246,977,990.75 250,089,224.19
Minority shareholders’ gains and losses 19,962,266.78 21,755,580.91
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
30
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 after-tax of other comprehensive income attributable to
minority shareholders
VII. Total comprehensive income 266,940,257.53 271,844,805.10
Total comprehensive income attributable to owners of parent
246,977,990.75 250,089,224.19
Company
Total comprehensive income attributable to minority
19,962,266.78 21,755,580.91
shareholders
VIII. Earnings per share:
(i) Basic earnings per share 0.577 0.591
(ii) Diluted earnings per share 0.577 0.591
Legal representative: Lin Zhaoxiong
Person in charge of accounting works: Wei Pingxiao
Person in charge of accounting institution: Wang Ying
4. Profit Statement of Parent Company (the period)
In RMB
Item Current Period Last Period
I. Operating income 900,080,112.15 804,369,990.93
Less: Operating cost 869,401,788.37 763,434,380.88
Operating tax and extras 784,481.12 392,705.90
Sales expenses 12,874,352.60 11,448,900.12
31
Administration expenses 16,582,316.33 15,462,047.04
Financial expenses -6,369,097.36 -13,957,216.00
Losses of devaluation of asset 117,780.84 8,159.82
Add: Changing income of fair value(Loss is listed with “-”)
Investment income (Loss is listed with “-”) 63,018,807.05 12,353,115.35
Including: Investment income on affiliated company and
60,919,200.32 9,982,976.14
joint venture
Other income
II. Operating profit (Loss is listed with “-”) 69,707,297.30 39,934,128.52
Add: Non-operating income 3,387.55 3,250,687.49
Including: Disposal gains of non-current asset
Less: Non-operating expense 850,000.01 1,267.72
Including: Disposal loss of non-current asset
III. Total Profit (Loss is listed with “-”) 68,860,684.84 43,183,548.29
Less: Income tax expense 1,455,763.24 5,849,413.84
IV. Net profit (Net loss is listed with “-”) 67,404,921.60 37,334,134.45
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
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
32
6. Other
VI. Total comprehensive income 67,404,921.60 37,334,134.45
VII. Earnings per share:
(i) Basic earnings per share
(ii) Diluted earnings per share
5. Consolidated Profit Statement (form the year-begin to the period-end)
In RMB
Item Current Period Last Period
I. Total operating income 31,278,718,782.55 31,109,196,184.17
Including: Operating income 31,278,718,782.55 31,109,196,184.17
Interest income
Insurance gained
Commission charge and commission income
II. Total operating cost 30,399,229,240.83 30,076,896,721.49
Including: Operating cost 28,016,663,982.97 27,653,707,562.73
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
tax and extras 90,941,254.04 73,127,135.79
Sales expenses 1,686,713,794.72 1,608,783,411.62
Administration expenses 523,701,437.11 656,410,497.18
Financial expenses 79,675,166.38 81,346,062.80
Losses of devaluation of asset 1,533,605.61 3,522,051.37
Add: Changing income of fair value(Loss is listed with “-”)
Investment income (Loss is listed with “-”) 201,687,194.97 163,230,848.12
Including: Investment income on affiliated company and joint
201,637,194.97 37,305,472.69
venture
Exchange income (Loss is listed with “-”)
Other income 12,843,902.62
33
III. Operating profit (Loss is listed with “-”) 1,094,020,639.31 1,195,530,310.80
Add: Non-operating income 9,258,279.76 32,820,708.36
Including: Disposal gains of non-current asset 616,621.73 10,294,796.43
Less: Non-operating expense 8,508,490.17 2,306,697.95
Including: Disposal loss of non-current asset 534,689.23 917,476.13
IV. Total Profit (Loss is listed with “-”) 1,094,770,428.90 1,226,044,321.21
Less: Income tax expense 228,296,432.35 242,557,382.42
V. Net profit (Net loss is listed with “-”) 866,473,996.55 983,486,938.79
Net profit attributable to owner’s of parent company 803,103,308.94 909,167,447.55
Minority shareholders’ gains and losses 63,370,687.61 74,319,491.24
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
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 866,473,996.55 983,486,938.79
Total comprehensive income attributable to owners of parent 803,103,308.94 909,167,447.55
34
Company
Total comprehensive income attributable to minority
63,370,687.61 74,319,491.24
shareholders
VIII. Earnings per share:
(i) Basic earnings per share 1.876 2.149
(ii) Diluted earnings per share 1.876 2.149
6. Profit Statement of Parent Company (form the year-begin to the period-end)
In RMB
Item Current Period Last Period
I. Operating income 2,558,680,931.11 2,356,711,579.17
Less: Operating cost 2,470,049,377.83 2,257,402,782.98
Operating tax and extras 5,846,798.28 3,124,622.40
Sales expenses 35,718,966.89 33,403,841.97
Administration expenses 41,500,304.54 42,499,745.44
Financial expenses -43,412,064.91 -44,377,947.23
Losses of devaluation of asset 85,176.13 170,570.38
Add: Changing income of fair value(Loss is listed with “-”)
Investment income (Loss is listed with “-”) 571,379,548.90 631,413,467.10
Including: Investment income on affiliated company and
216,757,940.77 34,359,982.90
joint venture
Other income 641,300.00
II. Operating profit (Loss is listed with “-”) 620,913,221.25 695,901,430.33
Add: Non-operating income 189,006.89 5,486,653.56
Including: Disposal gains of non-current asset 1,087.38
Less: Non-operating expense 1,861,760.16 255,153.96
Including: Disposal loss of non-current asset 253,886.24
III. Total Profit (Loss is listed with “-”) 619,240,467.98 701,132,929.93
Less: Income tax expense 23,311,778.81 12,644,903.00
IV. Net profit (Net loss is listed with “-”) 595,928,689.17 688,488,026.93
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
35
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 595,928,689.17 688,488,026.93
VII. Earnings per share:
(i) Basic earnings per share
(ii) Diluted earnings per share
7. Consolidated Cash Flow Statement (form the year-begin to the period-end)
In RMB
Item Current Period Last Period
I. Cash flows arising from operating activities:
Cash received from selling commodities and providing labor
33,680,871,791.23 32,773,677,559.41
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
36
Cash received from interest, commission charge and
commission
Net increase of capital borrowed
Net increase of returned business capital
Write-back of tax received 7,574,262.64 15,974,903.54
Other cash received concerning operating activities 222,004,857.99 200,532,381.32
Subtotal of cash inflow arising from operating activities 33,910,450,911.86 32,990,184,844.27
Cash paid for purchasing commodities and receiving labor
30,272,872,617.59 28,982,823,541.94
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 1,266,243,435.50 1,331,058,354.22
Taxes paid 861,250,651.49 868,655,778.58
Other cash paid concerning operating activities 999,000,769.40 979,330,650.00
Subtotal of cash outflow arising from operating activities 33,399,367,473.98 32,161,868,324.74
Net cash flows arising from operating activities 511,083,437.88 828,316,519.53
II. Cash flows arising from investing activities:
Cash received from recovering investment 226,000.00
Cash received from investment income 60,167,262.76 37,907,108.34
Net cash received from disposal of fixed, intangible and other
585,524.78 26,633,439.68
long-term assets
Net cash received from disposal of subsidiaries and other units 128,845,881.13
Other cash received concerning investing activities 99,261,955.41 1,653,821,353.22
Subtotal of cash inflow from investing activities 160,014,742.95 1,847,433,782.37
Cash paid for purchasing fixed, intangible and other long-term
126,571,984.56 173,258,200.83
assets
Cash paid for investment 95,137,145.33 21,860,000.00
Net increase of mortgaged loans
Net cash received from subsidiaries and other units obtained 18,525,000.00 15,910,572.21
Other cash paid concerning investing activities 137,974,010.61 1,209,218,733.31
Subtotal of cash outflow from investing activities 378,208,140.50 1,420,247,506.35
Net cash flows arising from investing activities -218,193,397.55 427,186,276.02
37
III. Cash flows arising from financing activities
Cash received from absorbing investment 10,943,000.00 1,470,000.00
Including: Cash received from absorbing minority
10,943,000.00 1,470,000.00
shareholders’ investment by subsidiaries
Cash received from loans 296,311,793.77 472,079,970.40
Cash received from issuing bonds
Other cash received concerning financing activities 103,113,564.29 284,435,970.24
Subtotal of cash inflow from financing activities 410,368,358.06 757,985,940.64
Cash paid for settling debts 290,130,072.33 654,947,009.10
Cash paid for dividend and profit distributing or interest paying 255,153,017.01 224,506,445.57
Including: Dividend and profit of minority shareholder paid by
36,992,199.01 34,297,005.34
subsidiaries
Other cash paid concerning financing activities 187,628,354.86 288,458,875.34
Subtotal of cash outflow from financing activities 732,911,444.20 1,167,912,330.01
Net cash flows arising from financing activities -322,543,086.14 -409,926,389.37
IV. Influence on cash and cash equivalents due to fluctuation in
-405,939.87
exchange rate
V. Net increase of cash and cash equivalents -29,653,045.81 845,170,466.31
Add: Balance of cash and cash equivalents at the period -begin 3,150,909,425.54 2,164,444,441.33
VI. Balance of cash and cash equivalents at the period -end 3,121,256,379.73 3,009,614,907.64
8. Cash Flow Statement of Parent Company (form the year-begin to the period-end)
In RMB
Item Current Period Last Period
I. Cash flows arising from operating activities:
Cash received from selling commodities and providing labor
2,597,564,040.32 2,390,345,398.95
services
Write-back of tax received
Other cash received concerning operating activities 26,424,030.63 35,389,468.27
Subtotal of cash inflow arising from operating activities 2,623,988,070.95 2,425,734,867.22
Cash paid for purchasing commodities and receiving labor
2,572,754,403.03 2,292,749,160.32
service
Cash paid to/for staff and workers 56,647,266.92 50,167,759.38
Taxes paid 39,084,840.35 34,249,095.66
Other cash paid concerning operating activities 25,300,370.50 13,827,960.38
38
Subtotal of cash outflow arising from operating activities 2,693,786,880.80 2,390,993,975.74
Net cash flows arising from operating activities -69,798,809.85 34,740,891.48
II. Cash flows arising from investing activities:
Cash received from recovering investment
Cash received from investment income 216,058,026.83 182,678,576.29
Net cash received from disposal of fixed, intangible and other
long-term assets
Net cash received from disposal of subsidiaries and other units 156,111,000.00
Other cash received concerning investing activities 2,156,269,200.00 1,568,919,415.00
Subtotal of cash inflow from investing activities 2,372,327,226.83 1,907,708,991.29
Cash paid for purchasing fixed, intangible and other long-term
6,871,001.07 31,225,572.33
assets
Cash paid for investment 1,045,900,000.00
Net cash received from subsidiaries and other units 18,525,000.00 4,271,376.10
Other cash paid concerning investing activities 1,691,189,918.90 1,569,935,715.50
Subtotal of cash outflow from investing activities 2,762,485,919.97 1,605,432,663.93
Net cash flows arising from investing activities -390,158,693.14 302,276,327.36
III. Cash flows arising from financing activities
Cash received from absorbing investment
Cash received from loans 41,600,000.00 80,100,000.00
Cash received from issuing bonds
Other cash received concerning financing activities 11,644,239,507.12 6,379,147,795.59
Subtotal of cash inflow from financing activities 11,685,839,507.12 6,459,247,795.59
Cash paid for settling debts 41,600,000.00 190,995,172.30
Cash paid for dividend and profit distributing or interest paying 146,079,007.62 115,404,664.51
Other cash paid concerning financing activities 11,231,111,506.09 5,979,379,100.93
Subtotal of cash outflow from financing activities 11,418,790,513.71 6,285,778,937.74
Net cash flows arising from financing activities 267,048,993.41 173,468,857.85
IV. Influence on cash and cash equivalents due to fluctuation in
exchange rate
V. Net increase of cash and cash equivalents -192,908,509.58 510,486,076.69
Add: Balance of cash and cash equivalents at the period -begin 1,342,041,409.86 429,437,078.35
VI. Balance of cash and cash equivalents at the period -end 1,149,132,900.28 939,923,155.04
39
II. Audit report
Whether the 3rd quarterly report has been audited or not
□Yes √ No
The 3rd quarterly report of the Company has not been audited.
40
