The 2011 First Quarterly Report of Livzon Pharmaceutical Group Inc. Stock code: 000513, 200513 Stock abbreviation: Livzon Group, Livzon B Announcement No: 2011-13 The 2011 First Quarterly Report of Livzon Pharmaceutical Group Inc. §1 Important notice 1.1 The Board of Directors (BOD), Board of Supervisors (BOS), directors, supervisors, and senior executives hereby guarantee that the data in the present report contain no false representation, misleading statements and serious omissions, and shall be severally and jointly liable for the authenticity, accuracy and completeness of the content. 1.2 The first quarterly report has not been audited by any accountants firms. 1.3 Mr. Zhu Baoguo, principal of the Company, Mr. An Ning, the principal in charge of accounting, and Ms. Si Yanxia, the principal of the Accounting Department hereby declare: We guarantee the authenticity and completeness of the Financial Report in this quarterly report. §2 Brief introduction of the Company 2.1 Financial highlights Unit :( RMB) Yuan End of this report Increase or decrease End of previous Year period (%) Total assets (RMB Yuan) 3,855,913,664.24 3,661,991,627.95 5.30% Owners’ equity attributable to the shareholders of listed 2,640,631,605.39 2,517,438,110.24 4.89% company (RMB Yuan) Share capital (share) 295,721,852.00 295,721,852.00 0.00% Net assets per share attributable to the shareholders of listed 8.93 8.51 4.94% company (RMB Yuan/share) End of this report Same period in Increase or decrease period previous year (%) Total operating income (RMB Yuan) 749,385,019.01 649,272,090.29 15.42% Net profit attributable to the shareholders of listed company 125,815,417.35 126,624,416.91 -0.64% (RMB Yuan) Net cash flows from operating activities (RMB Yuan) 118,304,818.20 168,502,351.48 -29.79% Net cash flows per share from operating activities (RMB 0.40 0.57 -29.82% Yuan/share) Basic profit per share (RMB Yuan/share) 0.43 0.43 0.00% Diluted profit per share (RMB Yuan/share) 0.43 0.43 0.00% Down 0.84 Weighed average yield rate of net assets (%) 4.88% 5.72% percentage points Weighed average yield rate of net assets after deduction of Down 1.01 4.46% 5.47% non-recurring profit and loss (%) percentage points Items of non-recurring profit and loss √ Applicable □ Inapplicable Unit :( RMB) Yuan Amount from the year Items of non-recurring profit and loss beginning to end of report Remarks period Profit and loss in disposal of non-circulation assets 302,414.96 1 The 2011 First Quarterly Report of Livzon Pharmaceutical Group Inc. Governmental allowance accrued to the current profit and loss, except those that are closely related to the normal operation businesses of Financial allowance that 10,110,594.20 company, comply with the national policies, and are continuously granted the company has got. based on the certain standard quota or certain quantity Except the effective hedge business related to the normal operation The profit and loss in the business of the company, the profit and loss in the changes of fair values changes of fair values of caused by the holding of tradable financial assets and tradable financial 1,561,018.53 tradable financial assets liabilities as well as the investment returns in disposal of tradable financial held by the company. assets, tradable financial liabilities and saleable financial assets Other net non-operating income and payment except the above items 1,209,605.53 Subtotal 13,183,633.22 Minus: Effect of income tax 1,791,505.08 Effect of the minority of shareholders’ equities 488,889.13 Total 10,903,239.01 2.2 Table about total quantity of all shareholders and shareholding particulars of top ten shareholders without trading restriction at the end of report period Unit: share Total quantity of shareholders at the end of report The shareholder quantity of the company amounted to 21,634 (including 8,146 period B-share holders) Shares held by top ten tradable shareholders without trading restriction Quantity of tradable shares without Shareholder name (full name) trading restriction at the end of report Type period Domestic non-state-owned legal Joincare Pharmaceutical Group Industry Co., Ltd 77,510,167 person Tiancheng Industry Co., Ltd 45,769,070 Foreign legal person First Shanghai Securities Co., Ltd 10,914,566 Foreign legal person GAOLING FUND,L.P. 9,035,892 Foreign legal person Dacheng Value Growth Securities Investment Fund 8,726,267 Others Agricultural Bank of China- Greatwall Anxin Return Mixed 6,200,020 Others Securities Investment Fund Domestic non-state-owned legal Shenzhen Haibin Pharmaceutical Co., Ltd 5,892,943 person Bank of Communications- Great Wall Jiufu Core Growth 5,005,625 Others Stock-type Securities Investment Fund (LOF) Bank of Communications – Bosera New Growth Stock-type 4,426,638 Others Securities Investment Fund Agricultural Bank of China – LOF 3,855,422 Others §3 Major events 3.1 Great changes and reasons of main financial statement items and financial indexes of the Company √ Applicable □ Inapplicable 3.1.1 Major changes of items in balance sheet Amount at the Amount at the end beginning of Increase or Item of period (RMB Cause period (RMB decrease Yuan) Yuan) 2 The 2011 First Quarterly Report of Livzon Pharmaceutical Group Inc. The relocation project of new factory of Livzon Pharmaceutical Factory has been partly Engineering under 145,477,281.15 317,906,371.50 -54.24% completed, and the engineering under construction construction has been transferred to the fixed assets. The engineering goods of Limin Pharmaceutical Engineering goods 4,126,139.10 25,195,844.94 -83.62% factory under the company has been transferred to the engineering under construction. The company issued the short-term bonds Short-term loans 405,830,410.00 207,460,286.80 95.62% during the report period. Non-current The company repaid the loans to banks during liabilities due within 400,000.00 70,400,000.00 -99.43% the report period. one year Long-term loans 1,200,000.00 66,796,116.23 -98.20% The company repaid the loans to banks. The company obtained the special funds for Deferred profit 43,532,140.59 28,556,183.49 52.44% strategic new industry. 3.1.2 Major change of items in Profit Statement Amount in this Amount in Change Item period (RMB previous period Cause rate Yuan) (RMB Yuan) During the report period, the company has withdrawn the City construction tax and educational Operating tax and 8,351,082.68 1,061,215.85 686.94% expense surtax, and the enterprises in Guangdong surtax Province withdrew the local educational expense surtax. The sales income about preparations-type products Sales expense 174,436,383.41 133,960,772.16 30.21% has increased. The interests income of deposits in banks has Financial expense -1,365,483.72 1,272,933.71 -207.27% increased. Returns from the 1,541,484.96 3,398,436.32 During the report period, the prices of securities -54.64% changes of fair values market have fluctuated. Non-operating income 11,690,162.11 3,459,766.27 During the report period, the governmental 237.89% allowances have increased. 3.1.3 Major change of items in cash flow Statement Amount in this Amount in Change Item period (RMB previous period Cause rate Yuan) (RMB Yuan) The amount from tax refunding received by the Tax refunding 4,537,980.89 130.37% 1,969,870.42 trading company under the Company has increased. Other cash received During the report period, the company obtained the related to other 43,940,368.04 193.12% 14,990,719.05 financial allowances. operating activities The company funds are sufficient due to the bonds Cash from loans 59,215,460.00 -46.09% financing, so the company has not increased any 109,851,250.00 new loans. Cash received from During the report period, the company issued the 200,000,000.00 - - the issuing of bonds short-item bonds. During the report period, the loans that the Repayments of loans 194,568,876.34 109,836,600.00 77.14% company repaid to banks have increased. 3.2 Analysis and particulars of major events, their effects and resolutions □ Applicable √ Inapplicable 3 The 2011 First Quarterly Report of Livzon Pharmaceutical Group Inc. 3.2.1 Non-standard opinions □ Applicable √ Inapplicable 3.2.2 Particulars about the Company providing the capitals to the controlling shareholders and their associated parties or providing the external guaranty by violating the relevant regulations and procedures □ Applicable √ Inapplicable 3.2.3 Particulars about the company signing and performing the major routine operation contracts. □ Applicable √ Inapplicable 3.2.4 Others √ Applicable □ Inapplicable The 2010 second temporary shareholder’s meeting of Livzon Group was convened on July 30, 2010. The meeting examined and passed the Proposal of the Company on Applying for the Issuing of the Short-Tem Financing Bonds. The meeting resolution was published in Securities Times, China Securities Journal, and Juchao Website (Announcement No. 2010-22) on July 31, 2010. By the end of report period, the company has completed the issuing of the 2011 first phase of short-term financing bonds of RMB 200 million Yuan, and the above capitals have been completely available on March 7, 2011. 3.3 Performance of commitments by the Company, shareholders and actual controllers √Applicable □Inapplicable (I) Commitments of the Company 1. In 2002, This Company signed the patent license agreement with Korea Yiyang Medicine Company. This agreement approves our company’s exclusive and irrevocable right to use the patent PPI (proton pump inhibitor) compound and Yiyang patent in China including Hong Kong and Macao for the purpose of production, processing and distribution. The transfer fee will be USD 2.50 million, and by December 31, 2008, the company has fully paid it. The company agrees to give Yiyang the commission of 10% of sales amount during the first three years when this product begins to be sold, 8% of sales amount during the next five years, and 6% of sales amount from the remaining time to July 22, 2014 (the expiry date of agreement). Since 2009, the company has started the sales and paid the commissions in accordance with the agreement. 2. In 2005, the company signed the approval and supply agreement with Korea LG life science Ltd. (hereinafter referred to as LG Company), and it grants Gemifloxacin Mesylate with the relevant certificates about intellectual properties and specifies that the permission fees of the methanesulfonic acid spasmolytic and pellet will be USD1, 000,000 respectively (they have been fully paid by December 31, 2006). This agreement specifies as follows: Within the first five years from the validity date of the agreement, the company’s net sales volume of above final pellet products will amount to 1.5 million bags (3 pellets in each bag) and LG Company will refund USD 500,000 after the taxation at one time within two months after the company has submitted the net sales volume certificate. At the same time, during the validity period of the agreement (by the end of 2015), the company should pay a royalty of 1.5% of net sales volume after the taxation to LG Company during 30 days after each quarter. The company has begun the selling activities in 2008 and paid the royalties in accordance with the agreements. Within the first five years from the validity date of the agreement, the company will pay a royalty of 10% of net sales volume after the taxation about injection products to LG Company within 30 days after each quarter. The company will pay a royalty of 6% of net sales volume after the taxation about injection products to LG Company within 30 days after each quarter from the sixth business year to the expiry date of agreement (by the end of 2019). (II) Commitments of shareholders holding over 5% of total shares of the company During the report period, the controlling shareholder Joincare made the following commitments while handling the restriction release of shares with trading restriction: 1. When Joincare transfers its tradable shares of Livzon Group whose trading restriction has been released, it will strictly comply with the relevant regulations of the Guiding Opinions on the Listed Companies’ Transfer of Original Shares Released from Trading Restrictions ([2008] No. 15 announcement) issued by China Securities Regulatory Commission. (2) Joincare plans to reduce its tradable shares of Livzon Group whose trading restriction has been released through the competing price trading system in the stock exchange in the future and the reduced quantity of shares amounts to over 5% within 6 months from the first reduction, then Joincare will disclose the reminder announcement about the selling affairs via Livzon Group in 2 trading days before the first reduction. During the report period, Joincare did not decrease the stocks issued by the company. 4 The 2011 First Quarterly Report of Livzon Pharmaceutical Group Inc. 3.4 Warning and relevant reasons for the forecast that the accumulative net profit from the beginning of 2010 to the end of next report period may suffer from any loss or have any great changes over the same period of previous year □ Applicable √ Inapplicable 3.5 Particulars about Other Major events 3.5.1 Particulars about Securities investment √ Applicable □ Inapplicable Unit :( RMB) Yuan Percentage of Book Values at total Profit and loss Initial investment Holding Securities Securities Securities the end of investment in during the No. amount (RMB quantity Type Code abbreviation period (RMB the securities report period Yuan) (share) Yuan) at the end of (RMB Yuan) period (%) 1 Stock 00135 Kunlun Energy 6,768,572.18 1,500,000 15,665,850.00 26.64% 431,760.90 Shenzhen 2 Stock 00152 9,714,948.71 17,000,000 9,736,410.00 16.55% 287,840.60 International China National 3 Stock 00883 Offshore Oil 2,759,846.90 560,000 9,244,536.00 15.72% 549,944.86 Corporation 4 Stock 02007 Phoenix Island 20,079,949.37 2,450,000 7,015,942.50 11.93% 871,141.11 5 Stock 01880 Baili Company 2,257,545.69 428,000 5,140,487.58 8.74% 405,821.38 Rainbow 6 Stock 00438 6,020,712.22 5,016,000 5,069,671.20 8.62% -636,974.32 group China Railway 7 Stock 00390 Engineering 1,544,040.12 314,000 1,327,621.83 2.26% -156,839.26 Group Co. 8 Stock 00968 Little sheep 573,540.48 212,000 923,139.69 1.57% 46,664.04 9 Stock 01688 Alibaba 895,837.96 78,000 876,377.97 1.49% -25,152.69 China Railway 10 Stock 01186 Construction 1,037,742.78 114,000 775,813.32 1.32% -118,468.56 Corporation Other securities investment at the end of this 2,667,391.34 - 3,040,183.95 5.17% -94,719.53 period Profit and loss of sold Securities investment - - - - 0.00 during the report period Total 54,320,127.75 - 58,816,034.04 100% 1,561,018.53 Explanation about securities investment: The above securities investments are the investments in the H-share market. The amounts of H-share investment have been converted to RMB at the exchange rate at the end of report period. 3.5.2 Shareholding particulars in other listed companies √ Applicable □ Inapplicable Securities Securities Initial investment Percentage Book value at the Change of code abbreviation capital in total end of this period Profit and loss owners’ interests shares of during the during the report this report period period Company Bank of 601328 2,450,179.00 0.002% 7,853,178.68 289,836.12 Communications - 5 The 2011 First Quarterly Report of Livzon Pharmaceutical Group Inc. Huadong 000963 Medicine Co., 39,851.86 0.021% 2,408,001.70 - -601,542.63 Ltd Total 2,490,030.86 10,261,180.38 - -311,706.51 3.5.3 Associated transactions related to routine operation √ Applicable □ Inapplicable 3.5.3.1 Purchase of Commodities Unit :( RMB) Yuan January to March January to March Name of Associated Party 2011 2010 Jiaozuo Joincare Pharmaceutical Group Industry Co., Ltd 31,226,581.22 59,915,025.59 Joincare Pharmaceutical Group Industry Co., Ltd 39,384.62 - Shenzhen Haibin Pharmaceutical Co., Ltd - 1,095,512.82 Total 31,265,965.84 61,010,538.41 3.5.3.2 Sales of Commodities Unit :( RMB) Yuan January to March January to March Name of Associated Party 2011 2010 Zhuhai Joincare Pharmaceutical Group Industry Co., Ltd 2,501.79 19.79 3.5.3.3 Provisions of labors Unit :( RMB) Yuan January to March January to March Name of Associated Party 2011 2010 Guangdong Blue Treasure Pharmaceutical Co. Ltd 2,442,401.29 2,327,905.74 3.5.3.4 Leasing of Assets Unit :( RMB) Yuan January to March January to March Name of Associated Party 2011 2010 Zhuhai Joincare Pharmaceutical Group Industry Co., Ltd 51,714.00 25,857.00 Health Pharmaceutical (China) Co., Ltd 24,987.00 24,987.00 Total 76,701.00 50,844.00 3.5.4 Activities that the Company receives the investigation, communication and interview, etc Reception date Reception place Reception Objects Discussion topics and provided mode materials Local Production and operation status of the January 18, 2011 Headquarters CLSA Asia-Pacific Markets investigation Company Local Franklin Templeton Sealand Fund Production and operation status of the January 18, 2011 Headquarters investigation Management Co., Ltd Company Local UBS SDIC Fund Management Production and operation status of the January 18, 2011 Headquarters investigation Co., Ltd Company 6 The 2011 First Quarterly Report of Livzon Pharmaceutical Group Inc. 3.6 Particulars about derivative investments □ Applicable √ Inapplicable 3.6.1 Holding particulars about derivative investments at the end of report period □ Applicable √ Inapplicable Livzon Pharmaceutical Group Inc. Chairman: Zhu Baoguo April 23, 2011 7