Livzon Pharmaceutical Group Inc. 2011 Semi-Annual Report August 2011 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Important Notice 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. The financial statements have not been audited by the certified public accountants. Mr. Zhu Baoguo, Chairman 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 statements in this semi-annual report. This Annual Report is published in Chinses and English vsrsions.In the event of inconsiatency, the Chinese vsrsion shall prevail. 1 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Content Section 1 Brief Introduction of the Company……………………………… 3 Section 2 Financial highlights……………………………………………… 4 Section 3 Change of share capitals and particulars of shareholders……… 6 Section 4 Particulars of Directors, supervisors, senior executives…………9 Section 5 Report of Board of Directors……………………………………… 10 Section 6 Major events………………………………………………………17 Section 7 Financial Report……………………………………………………29 Section 8 Catalog of files for reference………………………………………141 2 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Section 1 Brief Introduction of the Company Chinese name 丽珠医药集团股份有限公司 Chinese abbreviation 丽 珠 集 团 English name LIVZON PHARMACEUTICAL GROUP INC. English abbreviation LIVZON GROUP Legal representative Zhu Baoguo Secretary of BOD Name Li Rucai Contact address Livzon Building, No. 132, Guihua North Road, Gongbei, Zhuhai, Guangdong Province Telephone (0756)8135888 Fax (0756)8886002 Email lirucai2008@livzon.com.cn Representative of stock affairs Name Wang Shuguang Contact address Livzon Building, No. 132, Guihua North Road, Gongbei, Zhuhai, Guangdong Province Telephone (0756)8135888 Fax (0756)8886002 Email wangshuguang2008@livzon.com.cn Registered address No. 132, Guihua North Road, Gongbei, Zhuhai, Guangdong Province Office address Livzon Building, No. 132, Guihua North Road, Gongbei, Zhuhai, Guangdong Province Post code of office address 519020 Website http://www.livzon.com.cn Email zhlivzon@pub.zhuhai.gd.cn Papers for information disclosure Securities Times, China Securities Journal and Hongkong Wen Hui Daily (English version) Website appointed by China Securities Regulatory http://www.cninfo.com.cn Commission for publishing the annual report Location for filing the report Secretary’ Office of BOD of Livzon Group Briefing of company stocks Stock type Stock exchange for listing Stock abbreviation Stock code of the Company Shenzhen A share Livzon Group 000513 Stock Exchange Shenzhen B share Livzon B 200513 Stock Exchange Other relevant information First registration date of the Company January 26, 1985 Registration change date of the Company April 20, 2010 Registration place of the Company Zhuhai Administration of Industry and Commerce Business license No. 440400400032571 Tax Registration No. 440401617488309 Organization code 61748830-9 Public accountants firm engaged by the Company Name of domestic public accountants firm Reanda Certified Public Accountants Co., Ltd Office address of domestic public accountant firm No. 215, Xingye Road, Zhuhai, Guangdong Province 3 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Section 2 Financial Highlights I. Main financial data in the report period (Unit: RMB Yuan) Increase or decrease End of the current End of the previous compared with the end of period year previous year (%) Total assets 4,175,630,303.43 3,661,991,627.95 14.03% Owners’ equity attributable to the shareholders of 2,706,180,087.19 2,517,438,110.24 7.50% listed companies Share capitals 295,721,852.00 295,721,852.00 0.00% Net asset per share attributable to the shareholders of listed companies (RMB Yuan per 9.15 8.51 7.52% share) Increase or decrease Report period Same period of compared with the same (January to June) previous year period of previous year (%) Total operating income 1,471,437,500.63 1,322,769,589.74 11.24% Operating profit 261,244,259.11 289,341,700.18 -9.71% Total profit 283,241,156.20 298,403,772.65 -5.08% Net profit attributable to the shareholders of 220,861,695.59 241,480,232.98 -8.54% listed companies Net profit attributable to the shareholders of listed companies after deduction of non-recurring 201,827,805.96 235,593,419.38 -14.33% profit and loss Basic profit per share (RMB Yuan per share) 0.75 0.82 -8.54% Diluted profit per share (RMB Yuan per share) 0.75 0.82 -8.54% Weighted average yield rate of net assets 8.42% 10.68% Down 2.26 percentage points Weighed average yield rate of net assets after deduction of non-recurring profit and loss 7.70% 10.42% Down 2.72 percentage points Net cash flows from operating activities 292,654,480.77 301,935,753.13 -3.07% Net cash flows per share from operating 0.99 1.02 activities (RMB Yuan per share) -2.94% (I) Deducted non-recurring profit and loss items: Unit: RMB Yuan January to Item June 2011 Remarks Profit and loss in disposal of non-current assets, including the written-off part of already withdrawn depreciation reserves 420,947.86 Please see the notes to the financial statement for all types of Governmental allowance accrued to the current profit and loss 20,110,733.72 governmental allowances received by the company. Except the effective hedge business related to the normal operation business of the company, the profit and loss in the changes of fair values caused by the holding of tradable financial assets and 858,831.10 tradable financial liabilities as well as the investment returns in disposal of tradable financial assets, tradable financial liabilities and saleable financial assets Other net non-operating income and payment except the above items 1,465,215.51 Other profit and loss items that comply with the definition for non-operating profit and loss 4 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Subtotal 22,855,728.19 Minus: effect of income tax 3,349,687.44 Minus: non-recurring profit and loss attributable to the minority of shareholders 472,151.12 Total of non-recurring profit and loss 19,033,889.63 Note: this statement is prepared in accordance with the regulation of No. 1 Explanatory Announcement about Information Disclosure of Companies Making Public Offering of Securities – Non-recurring Profit and Loss(2008) (Zheng Jian Hui Gong Gao (2008) No. 43). (II) Yield Rate of Net Assets and Profit per Share Profit per share (RMB Yuan) Weighed average yield rate Basic profit per Profit per share after Profit in the report period of net assets share dilution Net profit attributable to the ordinary shareholders 8.42% 0.75 0.75 Net profit attributable to the ordinary shareholders after deduction of 7.70% 0.68 0.68 non-recurring profit and loss Note: this statement is prepared in accordance with the No. 9 Preparation Rule about Information Disclosure of Companies Making Public Offering of Securities – Calculation and Disclosure of Yield Rate of Net Assets and Profit per Share (revised edition in 2010). (III) Difference between Domestic and Overseas Accounting Standards In accordance with the relevant regulations of the Notice on the Relevant Issues about the Auditing of the Companies that Issue the Domestically Listed B-shares for Overseas Investors issued by China Securities Regulatory Commission (Zheng Jian Hui Ji Zi [2007] No. 30), the company did not perform the annual overseas auditing. 5 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Section 3 Change of Share Capitals and Particulars of Shareholders I. Particulars of Share Capital Changes (By June 30, 2011) Beginning balance Increase (+) or decrease (-) Closing balance Shares transferr Newly Bon ed from Subto issued us Others Quantity Percentage public tal Percent share sha reserve Quantity age s res fund I. Shares with 6,059,428 2.05% - - - - - 6,059,428 2.05% trading restriction 1.Shares held by the - - - - - - - - - state 2.Shares held by state-owned legal 6,059,428 2.05% - - - - - 6,059,428 2.05% person 3.Shares held by other domestic - - - - - - - - - shareholders Including: shares held by domestic - - - - - - - - - legal persons Shares held by domestic natural - - - - - - - - - persons 4. Shares held by - - - - - - - - - foreign investors Including: shares held by overseas - - - - - - - - - legal persons Shares held by overseas natural - - - - - - - - - persons II. Shares without 289,662,424 97.95% - - - - - 289,662,424 97.95% trading restriction 1.Renminbi ordinary 177,669,070 60.08% - - - - - 177,669,070 60.08% shares 2.Domestically-listed Shares for Overseas 111,993,354 37.87% - - - - - 111,993,354 37.87% Investors 6 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report 3.Overseas-listed shares for overseas - - - - - - - - - investors 4.Others - - - - - - - - - III. Total of shares 295,721,852 100% - - - - - 295,721,852 100% II. Particulars of shareholding of top ten shareholders and top ten tradable shareholders without trading restriction (By June 30, 2011) Total quantity of shareholders The shareholder quantity amounted to 26,883 (including: 8,083 B-share holders). Shares held by top ten shareholders Shareholdin Total quantity Shares for the Shareholder g Total quantity of shares with Shareholder name mortgage or nature percentage of shares trading freezing (%) restriction Domestic Joincare pharmaceutical non-state-owned 26.21% 77,510,167 Group Industry Co., Ltd legal person Foreign legal Tiancheng Industry Co., Ltd 15.48% 45,769,070 person First Shanghai Securities Foreign legal 3.67% 10,840,342 Co., Ltd person Foreign legal GAOLING FUND,L.P. 3.47% 10,258,112 person Dacheng Value Growth Others 3.12% 9,226,210 Securities Investment Fund Agricultural Bank of China- Greatwall Anxin Return Others 2.11% 6,250,020 Mixed Securities Investment Fund Guangzhou Begol Trading State-owned 2.05% 6,059,428 6,059,428 6,059,428 Corporation legal person Domestic Shenzhen Haibin non-state-owned 1.99% 5,892,943 Pharmaceutical Co., Ltd legal person Bank of Communications - Great Wall Jiufu Core Others 1.63% 4,829,286 Growth Stock-type Securities Investment Fund (LOF) Agricultural Bank of China – Others 1.57% 4,655,352 LOF Shareholding particulars of top ten shareholders without trading restriction Quantity of shares without Shareholder name Share type trading restriction Joincare pharmaceutical Group Industry Co., Ltd 77,510,167 RMB common share Domestically-listed Tiancheng Industry Co., Ltd 45,769,070 shares for overseas investors Domestically-listed First Shanghai Securities Co., Ltd 10,840,342 shares for overseas investors GAOLING FUND,L.P. 10,258,112 Domestically-listed 7 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report shares for overseas investors Dacheng Value Growth Securities Investment Fund 9,226,210 RMB common share Agricultural Bank of China- Greatwall Anxin Return Mixed RMB common share 6,250,020 Securities Investment Fund Shenzhen Haibin Pharmaceutical Co., Ltd 5,892,943 RMB common share Bank of Communications - Great Wall Jiufu Core Growth RMB common share 4,829,286 Stock-type Securities Investment Fund (LOF) Agricultural Bank of China – LOF 4,655,352 RMB common share Bank of China – Efunds Medical Health Industry 3,478,476 RMB common share Stock-type Securities Investment Fund Description of relationship or concerted action of above shareholders ①On January 2, 2004, Joincare, Begol and Zhuhai Lishi Investment Co., Ltd signed the Agreement on Equity Transfer, Custody and Mortgage. Joincare and Guangzhou Begol Trading Corporation signed the Agreement on Equity Transfer and Custody and the Agreement on Equity Mortgage, in which Guangzhou Begol Trading Corporation directly transferred, custodized and mortgaged 6,059,428 domestic legal person shares of our company to Joincare;②Tiancheng Industry Co., Ltd and Shenzhen Haibin Pharmaceutical Co., Ltd are the subcompanies directly or indirectly held 100% by Joincare; ③Agricultural Bank of China- Greatwall Anxin Return Mixed Securities Investment Fund and Bank of Communications - Great Wall Jiufu Core Growth Stock-type Securities Investment Fund (LOF) belong to Great Wall Fund Management Co., Ltd. The Company does not know whether there are relations between the other top 10 shareholders or top 10 circulation shareholders or whether they belong to the persons acting in concert stated in the Management Measures about Takeover of Listed Companies. III. Shareholding quantity and trading restrictions of the top ten shareholders holding shares with trading restriction (by June 30, 2011) Shareholder name with Quantity of shares Increased No. Trading time Trading restriction the trading restriction with trading quantity of new Guangzhou Begol t i ti t d bl h 1 6,059,428 - - Please see the note. Trading Corporation Note: in the process of equity reform of the company, Joincare paid the payable consideration shares of equity reform on behalf of Begol; when the trading restriction period expires, Begol will repay such consideration shares to Joincare or their trading restriction cannot be released without the approval of Joincare. IV. During the report period, there are no changes of the controlling shareholders and actual controllers of the Company. 8 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Section 4 Particulars of Directors, Supervisors, Senior Executives and Staffs I. Shareholding and change particulars of directors, supervisors and senior executives during the report period, During the report period, the directors, supervisors and senior executives of the Company do not hold any shares of Company, and there is no changes about their shareholding. II. New Engagement or Disengagement of directors, supervisors and senior executives during the report period During the report period, the terms of the 6th Board of Directors and 6th Board of Directors have expired. The 2011 first temporary shareholders’ meeting held by the company on June 30 2011 resolved that, the company elected Mr. Zhu Baoguo, Ms. Liu Guangxia, Mr. An Ning, Mr. Qiu Qingfeng, Mr. Zhong Shan, Mr. Tao Desheng, Mr. Wang Junyang, Mr. Luo Xiaosong and Mr. Yang Bin as the members of the 7th Board of Directors, and Mr. Cao Pingwei, Mr. Pang Datong, and Mr. Wang Maolin, a staff representative supervisors elected by the 3rd member meeting of 5th company trade union as the members of the 7th Board of Directors. On June 30, 2011, the first meeting of the 7th Board of Directors examined and determined to elect Mr. Zhu Baoguo as the Chairman of the 7th Board of Directors, and Ms Liu Guangxia as the vice Chairman of the 7th Board of Directors. At the same time, this meeting examined and passed the relevant proposals about engaging the senior executives of company, and the former senior executives will continue to be completely engaged, and there were no new engagements or disengagements. On June 30, 2011, the first meeting of the 7th Board of Supervisors examined and determined to elect Mr. Cao Pingwei as the Supervisor General of the 7th Board of Supervisors. 9 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Section 5 Report of Board of Directors I. Operation Overview of the Company (I). Operation results and brief analysis of financial status During the first half of 2011, the sales volume of the Company amount to RMB 1. 4714375 billion Yuan, up RMB 148.6679 million Yuan over the beginning of report period with the increase rate of 11.24%. The main cause is that the key preparation-type products (mainly including the Chinese traditional drug preparation, Gonadotropic hormone and Antimicrobial preparations) have greatly increased. During the first half of 2011, the operating profit of the Company amounts to RMB 261.2443 million Yuan, down RMB 28.0974 million Yuan with the decrease rate of 9.71%; the net profit attributable to the owners of parent company amounts to RMB 220.8617 million Yuan, down RMB 20.6185 million Yuan with the decrease rate of 8.54%. The decrease of operating profits and net profits is mainly because of the huge increase of sales expense and management expense. During the first half of 2011, the sales expense of the Company amounts to RMB 383.9094 million Yuan, up RMB 98.7093 million Yuan with the increase rate of 34.61%. the main cause is that, due to the structural change of sales during the report period, the relevant expense caused by the sales increase of prescription medicines has increased; the management expense of the Company amounts to RMB 129.5673 million Yuan, up RMB 30.3781 million Yuan with the decrease rate of 30.63%. the main causes include: (1) during the report period, the company has strengthened the development, so the development expense increased greatly; (2) the loss due to closedown has increased; the financial expense decreased by 783.44%. The main causes include: (1) the cash flow status of company is good, and (2) the interest rate of deposits in banks has increased. During the first half of 2011, the net amount of cash flow from the operating activities was RMB 292.6545 million Yuan, down RMB 9.2813 million Yuan, and the main causes include: (1) the enterprise income tax expense paid by the company has increased, and 10 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report (2) the business expense caused by the sales business expansion has increased; the net amount of cash flow from the investment activities was RMB -107.2140 million Yuan, up RMB 79.9084 million Yuan. The main cause is that the cash paid for purchasing and constructing the fixed assets, intangible assets and other long-term assets decreased by RMB 81.18 million Yuan (mainly due to the decrease of investment in the relocation projects of new factories); the net amount of cash flow from the financing activities was RMB 230.5342 million Yuan, up RMB 213.7357 million Yuan, and the main cause is that the company successfully issued the short-term financing debts of RMB 400 million Yuan during the report period, and the cash from financing activities has increased. (II) Discussion and analysis of operation status During the first half of 2011, while facing a lot of unfavorable factors such as the price adjustment of some medicines, the market downturn of antibiotics material medicines and the increase of Chinese medicine material prices, the company, by continuously strengthening the internal management, actively taking the measures such as the adjustment of marketing strategy, push of detailed production management, and improvement of product quality control and management, etc, has endeavored to reduce the impact levels of all kinds of unfavorable factors, and then make the operating income in the first half of 2011 keep in a good increasing tendency. In the second half of 2011, the company will continue to enlarge the management level in marketing, production and scientific research, etc, and the main strategies and measure include: (1) marketing management. Strengthen the assessment so as to improve the marketing enforcement; make the detailed management so as to enlarge the effective terminals; employ the talents to improve the sales volume in the weak region in terms of sales; make the strategic adjustment so as to step up the promotion of new medicines; 2) management of production quality. All production enterprises under the company will continue to emphasize the quality, and in the condition of ensuring the product quality, improve the operation efficiency, strengthen the process improvement, and endeavor to reduce the pressure brought by the price increase of raw materials and energies. At the same time, endeavor to collaborate the production and sales to ensure the supply to the market. 3) scientific research. Firstly, seriously grasp the progress of current projects, especially the 11 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report experiment, bench-scale test and pilot test of dankang project as well as the application and certification of new medicines such as the vaccine project; secondly, seriously make the application for patents and international registration, and make the preparations for and lay the solid foundation to develop the international market in the future. II. Main business scope and operation status The company specializes in the development, production and marketing of medicine products. The main products are Bismuth Potassium Citrate Granules and Capsules, antivirus granules, Shenqifuzheng injection, Xueshuantong injections, Kanglineng(Cefodizime Sodium for Injection), Lifukang (voriconazole), Lizhuwei, Qianliean Suppository, Urofollitropin for Injection (follicle stimulating), Weisanlian, Jindele, Liaolilong, Gemifloxacin, Ilaprazole, fluvoxamine, Perospirone, leuprorelin and other medical preparations as well as Ceftriaxone, Cefodizime Sodium for Injection, Cefuroxime, Mevastatin, mycophenlate mofetil, Pravachol, vancomycin, etc. and some other raw-material drugs, which involve the chemical drugs, biochemical drugs, micro-ecological preparations, Chinese patent drugs, chemical raw materials, diagnostic reagents and so on, totaling hundreds of kinds of products in various medical fields. (I) During the report period, the main business income is classified according to the profession status: Unit: RMB 10 thousand Yuan Increase or Increase or Operating decrease of decrease of cost operating operating Increase or decrease of Operating Operating income cost operating profit margin Profession income profit margin compared compared compared with the with the with the previous year (%) previous previous year (%) year (%) Down 0.05 percentage Che Digestive tract 12,318.19 1,808.38 85.32% -0.22% 0.14% points mic Cardiac and cerebral Down 0.06 percentage blood vessel points 5,403.86 1,497.73 72.28% 19.97% 20.21% al Up 2.37 percentage point Antimicrobial drugs 16,711.88 6,036.01 63.88% 6.27% -0.29% s med Up 1.90 percentage point Gonadotropic s icin hormone 14,211.32 4,668.28 67.15% 41.74% 33.98% Down 12.10 percentage e Blood and points hemopoietic system prep drugs 1,459.78 1,076.31 26.27% 17.45% 40.50% 12 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Up 7.91 percentage point arati s Others ons 4,796.88 1,348.50 71.89% 13.93% -11.09% Down 3.20 percentage Raw material medicines points 40,082.50 32,839.25 18.07% -17.92% -14.58% Down 8.98 percentage Chinese traditional drug points preparation 37,640.75 11,300.85 69.98% 59.36% 127.37% Down 1.43 percentage Diagnostic reagents and points equipments 12,501.06 5,987.52 52.10% 31.52% 35.55% Up 1.30 percentage point Imported drugs s 452.76 87.83 80.60% 81.71% 70.31% (II) Products that account for over 10% (including 10%) of total operating income during the report period, Unit: RMB 10 thousand Yuan Increase or Increase or Operating decrease of decrease of cost operating operating Increase or decrease Operating Operating income cost of operating profit Product profit income compared compared margin compared with margin with the with the the previous year (%) previous previous year (%) year (%) Shenqifuzheng Down 11.10% injection 23,184.82 4,633.48 80.02% 56.89% 253.06% percentage points Note: the main cause of the huge decrease of operating profit margin of Shenqifuzheng injection is that the production cost of products has increased due to the increase of raw material prices. (III) During the report period, the income of the company’s main business is distributed as follows according to the regions Unit: RMB 10 thousand Yuan Increase or decrease of business income compared Region Main business income with the same period of previous year (%) Northeast China 13,390.02 37.37% North China 24,768.84 -9.95% Central China 14,832.71 22.04% East China 29,965.94 8.71% South China 25,959.98 10.91% Southwest China 17,232.34 37.25% Northwest China 7,323.60 50.19% Export 13,618.06 9.37% (IV) Profit composition, main business structure and profitability changes of the company during the report period: 13 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Unit: RMB 10 thousand Yuan January to Jun Change rate Item January to June 2010 e 2011 (%) Operating incomes 147,143.75 132,276.96 11.24% Operating costs 67,709.34 63,576.41 6.50% Sales expenses 38,390.94 28,520.01 34.61% Management expenses 12,956.73 9,918.92 30.63% Financial expenses -525.91 76.95 -783.44% Operating profits 26,124.43 28,934.17 -9.71% Total profits 28,324.12 29,840.38 -5.08% Net profits attributable to the owners of parent 22,086.17 24,148.02 company -8.54% Net profits attributable to the owners of parent company after the deduction of non-recurring profit 20,182.78 23,559.34 and loss -14.33% Remarks: 1. The operating incomes increase by 11.24%, and the main cause is that the sales volume of preparation-type products (the Chinese traditional drug preparation, Gonadotropic hormone and Antimicrobial preparations) have increased; 2.The operating costs increase by 6.50% and the increase rate is less than that of operating incomes, and the main cause is the effects of sales structure and gross profit margin changes of product types; 3. The sales expenses increase by 34.61%, and the main cause is that the sales percentage of preparation-type products has been improved, which led to the increase of sales expense; 4. the management expenses increase by 30.63%, and the main cause is the increase of development expenses and loss of engineering suspension; 5. The financial expense decrease by 783.44%, and the main cause is the increase of the interests payment of bank loans; 6. The operating profits, total profits and net profits attributable to the owners of parent company decrease by 9.71%, 5.08% and 8.54% respectively, and the main cause is that the sales expense and management expense have increased; 8. The net profits attributable to the owners of parent company after the deduction of non-recurring profit and loss decrease by 14.33%, and the main cause is the increase of net profits contributed to by the main business of the company. During the report period, there are no major changes about main business structure and profitability of the company. III. Particulars of Investment during the report period (I)During the report period, the company didn’t raise any funds through securities market. (II) The major investment projects that have not raised the capitals 1. The 28th meeting of the 6th Board of Directors of the company examined and passed the Proposal on Investing and Constructing Ningxia Livzon Pharmaceutical Industry Park, and agreed that, the company invested no more than RMB 300 million Yuan in the first phase to invest and construct “Livzon Group (Ningxia) Pharmaceutical Industry Park” in Pingluo County, Shizuishan City, Ningxia, and establish “Ningxia Xinbeijiang Pharmaceutical Co., Ltd under Livzon Group” (the establishment is still under way) and “Ningxia Fuxing Pharmaceutical Co., Ltd under Livzon Group (the establishment is still under way) to meet the demands for capacity expansion and development & production of new products of Ningxia Fuxing Pharmaceutical Co., Ltd and Ningxia Xinbeijiang 14 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Pharmaceutical Co., Ltd under Livzon Group; the company signed relevant agreements with Luoping County Government, and appropriated 600 mu of lands as the construction base of “Livzon Group (Ningxia) Pharmaceutical Industry Park”. At present, the above projects are still in the prepration stage, and the preliminary planning design and project application are still under way, and no construction has been commenced. 2. Introduction about the progress of relocation projects of Livzon Pharmaceutical Factory: during the report period, the company has completed the construction of hormone freeze-dried plant in this project, obtained the GMP certificate in June 2011, and the factory has been put into production. Besides, three injection plants are still under the construction of auxiliary utilities, and according to the forecast, they will be put into production in May 2012. The construction of 7 production plants including solid preparations and cephalosporins injection are at the preliminary design stage. The design plan of solid preparations has been determined, and the structure construction may be launched in this October. IV. Determination method and acquisition mode of faire values when the fair value mode is employed for calculation The assets that are calculated in fair values during the report period: Unit: RMB 10 thousand Yuan Depreciati Accumulative Profit and loss in on amount Amount at the changes of fair Amount at the changes of withdrawn Item beginning of values that are the end of fair values in the in the period accrued to the period current period current equities period Financial assets Including; 1. financial assets or financial liabilities that are calculated in the fair values and whose changes are 57,865.79 43.87 - - 56,611.07 accrued to the current profit and loss Including: derivative financial - - - - assets - 2. Saleable financial - - -3,847.90 assets 10,572.89 9,868.29 Subtotal of financial assets 68,438.68 43.87 -3,847.90 - 66,479.36 Financial liabilities - - - - - Total 68,438.68 43.87 -3,847.90 - 66,479.36 1. The financial assets that are calculated in the fair values and whose changes are accrued to the 15 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report current profit and loss: the fair values to get them will be the initial confirmation amount and the relevant transaction expenses will be accrued to the current profit and loss at the time of occurrence. The cash dividends or bond interests in the payments that have been declared to be distributed will be separately confirmed as the receivable items. The interests or cash dividends obtained during the holding period will be confirmed as the investment gains. On the preparation date of financial statement, the changes of fair values will be accrued to the current profit and loss. 2. Saleable financial assets: the sum of fair values and relevant expenses to get them will be deemed as the initial confirmation amount. The cash dividends or bond interests in the payments that have been declared to be distributed will be separately confirmed as the receivable items. The interests and cash dividends generated during the holding period will be accrued to the interest gains. At the end of the period, the saleable financial assets will be calculated in the fair values and the changes of fair values will be accrued to the capital reserves (other capital reserves). 16 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Section 6 Major Events I. Company Governance During the report period, the Company will continuously perfect the legal person governance structure as per the relevant requirements of relevant laws and regulation such as the Company Law of the People’s Republic of China, Securities Law of the People’s Republic of China and regulatory documents regarding the company governance issued by China Securities Regulatory Commission, strive to strengthen the establishment of modern enterprise systems, and improve the governance level of company. During the report period, the shareholders’ meeting, Board of Directors and Board of Supervisors operate strictly and efficiently subject to relevant rules to ensure that all shareholders of the Company shall fulfill their legal rights and protect the interests of investors and the Company. The directors perform their open undertaking and sincerely and diligently perform their duties. The supervisors shall independently and effectively supervise and inspect the directors, senior executives and financial status. The actual conditions of company management comply with the requirements of normative documents concerning the governance of listed companies issued by China Securities Regulatory Commission. II. Profit Distribution and Plans (I). Implementation of 2010 profit distribution plan On February 26, 2011, the 2010 Shareholders’ Meeting of the Company examined and passed the 2010 Profit Distribution Plan as follows: Taking the total quantity of 295,721,852 shares at the end of 2010 as the base, the company will distribute the bonus of RMB 1.00 Yuan (including the tax) to all shareholders for every 10 shares. In this year, the Company will not transfer the capital reserves to the share capitals. On May 20, 2011, the Company issued the bonus distribution announcement and determined that, the registration date of A-share equity is May 25, 2011; the last transaction date of B-shares is May 25, 2011; the registration date of B-share equity is May 30, 2011. On May 26 and May 30, the company completed the distribution of dividends of A-shares and B-shares. The 2010 profit distribution plan has been completely implemented. 17 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report (II)Semi-annual profit distribution plan in 2009 At the middle of 2010, the Company will not distribute the profits nor transfer the reserves to the share capitals. III. Lawsuits and arbitrations There were no major lawsuits and arbitrations about the Company during the report period. IV Security investment during the report period Unit: RMB Yuan Percentage of total Initial Holding Book Values at investment Profit and loss Security Security Security investment No. quantity the end of in this during the Type Code abbreviation amount (Share) period security at report period (RMB Yuan) the end of period (%) 1 Stock 00135 Kunlun Energy 6,683,146.33 1,500,000 16,690,613.40 29.48% 1,665,734.40 Shenzhen 2 Stock 00152 International 9,592,336.77 17,000,000 8,623,899.40 15.23% -286,592.13 China National 3 Stock 00883 Offshore Oil Corporation 2,725,014.99 560,000 8,457,242.75 14.94% -26,080.69 4 Stock 02007 Phoenix Island 19,826,521.22 2,450,000 6,968,143.98 12.31% 1,142,780.52 5 Stock 01880 Baili Company 2,229,053.31 428,000 5,837,307.10 10.31% 1,173,821.16 6 Stock 00438 Rainbow group 5,944,725.08 5,016,000 3,629,123.15 6.41% -2,025,533.03 7 Stock 00968 Little sheep 566,301.85 212,000.00 1,098,370.43 1.94% 247,673.21 China Railway 8 Stock Engineering 00390 Group Co. 1,524,552.85 314,000.00 953,119.68 1.68% -517,757.36 9 Stock 01688 Alibaba 884,531.63 78,000.00 804,342.86 1.42% -86,677.57 China Railway 10 Stock Construction 01186 Corporation 1,024,645.47 114,000.00 617,178.47 1.09% -268,297.80 Other securities investment at the end of this period 2,635,619.45 - 2,931,732.91 5.18% -160,239.61 Profit and loss of sold security investment - - - - - during the report period Total 53,636,448.95 - 56,611,074.13 100.00% 858,831.10 Note: in above securities investment, the investment amount of H-share of H-share market of Hongkong has been converted to RMB amount at the exchange rate issued on June 30, 2011. V Shareholding particulars of other listed companies Unit: RMB Yuan Securities Securities Initial Percentage of Book value at Change of Profit and code abbreviation investment total shares of the end of this owners’ Accounting loss during capital this Company period equity calculation Source the report during the subject period report 18 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report period Bank of Share Long-term equ 601328 Communicati 2,450,179.00 0.00% 7,646,152.88 0.00 82,810.32 participati ity investment ons on Huadong Share Long-term equ 000963 Medicine 39,851.86 0.02% 2,222,136.93 0.00 -787,407.40 participati ity investment Co., Ltd on Total 2,490,030.86 - 9,868,289.81 0.00 -704,597.08 - - VI Shareholding particulars of non-listed financial enterprises Unit: RMB Yuan Company name Initial Holding Percenta Book Profit Change of investment quantity ge of value at and owners’ capital total the end loss Accounting equity Sourc shares of of this during calculation during the e this period the subject report Company report period period Shar Long-term eq e China Resources Bank of uity investme partici Zhuhai Co., Ltd nt patio 20,000,000 20,000,000 1.5065% n Shar 177,348 Long-term eq e Guangdong Development 177,348.84 68,854 0.0004% uity investme partici Bank Co., Ltd .84 nt patio n 177,348 Total - - 20,177,348.84 - - .84 Note: with the approva of China Banking Regulatory Commission and Zhuhai Administration of Industry and Commerce, on April 11, 2011, the former “Zhuhai City Commercial Bank” was formally renamed as “China Resources Bank of Zhuhai Co., Ltd”. VII. During the report period, the company has made no purchase and sales of key assets. VIII. Associated transaction events during the report period (I) Routine operating associated transactions 1. Sales of Commodities Unit: RMB Yuan January to June 2011 January to June 2010 Percentage of Name of Associated Parties Similar Percentage of Similar Amount Amount Transaction Transaction Amount (%) Amount (%) Zhuhai Joincare Pharmaceutical Group Industry Co., Ltd 7,083.49 0.00% 968.11 0.00% 19 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Shenzhen Taitai Pharmaceutical Company Limited - - 16,683.76 0.00% Total 7,083.49 0.00% 17,651.87 0.00% The selling prices of products to the associated companies will be calculated at the market prices of similar products. 2. Purchase of Commodities Unit: RMB Yuan January to June 2011 January to June 2010 Percentage of Percentage of Name of Associated Parties Similar Amount Amount Similar Transaction Transaction Amount (%) Amount (%) Guangdong Blue Treasure Pharmaceutical Co. Ltd 184,089.42 0.04% 3,413.33 0.00% Shenzhen Haibin Pharmaceutical Co., Ltd 7,351,495.73 1.49% 3,365,226.50 0.51% Shenzhen Taitai Pharmaceutical Company Limited 0 0.00% 153,384.00 0.02% Joincare pharmaceutical Group Industry Co., Ltd 53,914.53 0.01% 14,974.36 0.00% Jiaozuo Joincare Pharmaceutical 133,243,850.2 Group Industry Co., Ltd 52,180,106.84 10.61% 7 20.08% 136,780,848.4 Total 59,769,606.52 12.15% 6 20.61% The purchase prices of products from the associated companies will be calculated at the market prices of similar products. 3. Provisions of labors (water, electricity and power) Unit: RMB Yuan January to June 2011 January to June 2010 Percentage of Percentage of Name of Associated Parties Similar Amount Amount Similar Transaction Transaction Amount (%) Amount (%) Guangdong Blue Treasure 5,003,733.6 3,401,805.2 Pharmaceutical Co. Ltd 3 66.47% 2 53.16% The prices for water, electricity and power supplied to Guangdong Blue Treasure Pharmaceutical Co. Ltd. will be calculated at the fair prices. 4. Leasing of Assets Unit: RMB Yuan 20 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report January to June 2011 January to June 2010 Percentage of Percentage Name of Associated Parties Similar of Similar Amount Amount Transaction Transaction Amount (%) Amount (%) Zhuhai Joincare Pharmaceutical 6.85% Group Industry Co., Ltd 54,146.88 3.58% 51,714.00 Health Pharmaceutical (China) Co., 6.61% Ltd 49,974.00 3.31% 49,974.00 Total 104,120.88 6.89% 101,688.00 13.46% The leasing prices to the associated companies will be calculated at the fair prices. 5. Payments for renting Unit: RMB Yuan January to June 2011 January to June 2010 Percentage of Percentage Name of Associated Parties Similar of Similar Amount Amount Transaction Transaction Amount (%) Amount (%) Joincare pharmaceutical Group - Industry Co., Ltd 453,287.80 100% - Total 453,287.80 100% - - The prices of renting the assets from the associated companies will be calculated at the fair prices. The above-mentioned associated transaction came from the normal supply demand of the company. It is predicated that this associated transaction will continue during the production operations from now on. The associated transaction follows the principle of equity, justice and no damage to the company’s benefits. Because the associated transaction amount accounts for the small percentage of total sales revenue or purchasing amount, it makes no effect on financial status and operation results of the company in the current period and in the future. And it also makes no effect on the independence of the company. The company also will not depend on the associated persons due to this associated transaction. (II) Transfer of associated claims and debts Unit: RMB Yuan 21 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Provision of funds to Funds that the associated associated party party paid to listed company Associated party Amount Balance Amount Balance Guangdong Blue Treasure Pharmaceutical Co. Ltd 3,373,648.85 7,531,606.09 - - Jiaozuo Joincare Pharmaceutical Group Industry Co., Ltd -44,741.25 0.00 Total 3,373,648.85 7,531,606.09 -44,741.25 0.00 Including: during the report period, the capital amount that the listed companies provided to the controlling shareholders and their subcompanies was RMB 0 Yuan and the balance was RMB 0 Yuan. The statistical scope of this table is different from that of the capital use of associated parties in the following paragraph; this table is only about relevant amounts under the subjects of “Other accounts receivable” and “Other accounts payable”, but does not include the amounts under the subjects of “Accounts receivable” and “Accounts payable”. IX Capital use and external guaranty of associated party (without the report issued by the accountants form) In accordance with the requirements of the Notice of Improving Disclosure Work of 2011 Semi-Annual Report of Listed Companies (Shen Zheng Shang [2011] No. 193) issued by Shenzhen Stock Exchange, the independent directors of Company issued the special explanations about the capital use and external guaranty of associated parties and gave their independent opinions. (I) Particulars about capital use of associated parties and independent opinions By June 30, 2011, the balance of capitals used by the controlling shareholder and other associated parties amount to RMB 7,531,606.09 Yuan. The joint company Guangdong Blue Treasure Pharmaceutical Co. Ltd uses a capital of RMB 7,531,606.09 Yuan (meanwhile, the Company should pay 215,384.62 Yuan to Guangdong Blue Treasure Pharmaceutical Co. Ltd). The amount of capitals used by the controlling shareholder and other associated parties in January to June 2011 accumulatively reaches RMB 5,857,176.53 Yuan. The accumulated amount of capitals used by the controlling shareholder Joincare pharmaceutical Group Industry Co., Ltd and its subcompanies Health Pharmaceutical (China) Co., Ltd and Zhuhai Joincare Pharmaceutical Group Industry Co., Ltd from January to June 2011 reaches RMB 565,696.36 Yuan. Based on the above facts, the independent directors of the Company think that, the capital use of controlling shareholders and other associated parties did not substantially break any regulations in the Notice of Relevant Problems about the Standardization of 22 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Fund Transfer Between the Listed Companies and Associated Parties and the External Guaranty of Listed Companies issued by China Securities Regulatory Commission and will never damage the interests of medium and small shareholders. (II) Particulars about external guaranty and independent opinions: 1. Particulars about external guaranty (not including the guaranty provided to the controlled subcompanies): By June 30, 2011, the Company has provided no guaranty to any companies other than the controlled subcompanies. 2. During the report period, the guaranties provided by the company to the controlled subcompanies are listed as follows: Unit: RMB 10 thousand Yuan Name of Occurrence Balance at the Guarantee Guaranty type Period Guarantee Date end of period Amount Actual guarantee (Signing amount date of agreement) Livzon 0 Joint and Syntpharm several Co., Ltd in 2008.1.8 0 4,100 liability Zhuhai Bonded 2008.1.8-2011.1.8(Zhuhai guaranty Area Branch of Bank of China) Lida 0 Joint and Pharmaceutical several Co., Ltd in 2008.1.8 0 1,900 liability Zhuhai Bonded 2008.1.8-2011.1.8(Zhuhai guaranty Area Branch of Bank of China) 0 Joint and Zhuhai Livzon several Reagent Co., 2010.3.28 0 2,000 liability 2011.3.28-2014.3.28(Zhuhai Ltd guaranty Branch of Bank of China) Joint and Zhuhai Livzon 2009.7.15-2012.7.15 662 several Reagent Co., 2009.7.15 0 0 (Zhuhai Branch of Standard (USD100) liability Ltd Chartered Bank) guaranty 0 Joint and Zhuhai Livzon several Medicine Trade 2008.1.8 0 400 liability 2008.1.8-2011.1.8(Zhuhai Co., Ltd guaranty Branch of Bank of China) 0 Joint and Zhuhai Livzon several 2009.7.20-2012.7.20(Zhuhai Medicine Trade 2009.7.20 0 1,000 liability Branch of Bank of Co., Ltd guaranty Communications) Livzon Joint and Pharmaceutical several 2009.11.27-2012.11.27 2009.11.27 0 0 6,000 Factory under liability (Zhuhai Branch of Livzon Group guaranty Agricultural Bank of China) Livzon Joint and 2009.9.10-2012.9.10 Pharmaceutical several (Zhuhai Branch of 2009.9.10 0 0 6,000 Factory under liability Shenzhen Development Livzon Group guaranty Bank) 23 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Livzon Joint and 2011.5.17-2014.5.17 Pharmaceutical several 2011.05.13 0 0 16,000 (Zhuhai Branch of Xiamen Factory under liability International Bank) Livzon Group guaranty Livzon Joint and 2009.8.21-2012.8.21 Pharmaceutical several 2009.8.21 0 0 5,000 (Zhuhai Branch of Bank of Factory under liability Communications) Livzon Group guaranty Livzon Joint and 2010.12.14-2018.12.14 Pharmaceutical several 2010.12.23 50 50 32,000 (Zhuhai Branch of Bank of Factory under liability Communications) Livzon Group guaranty Livzon Joint and Pharmaceutical several 2010.6.12-2018.6.03 2009.10.15 0 4,559.61 12,000 Factory under liability (Zhuhai Branch of Bank of Livzon Group guaranty China) Livzon 8,316 Joint and Pharmaceutical 2,494.86 2,494.86 several 2010.5.13-2013.5.13 2010.05.13 (HKD Factory under (HKD3,000) (HKD3,000) liability (Shenzhen Branch of Livzon Group 10,000) guaranty Nanyang Commercial Bank) Livzon 1,676.55 1,676.55 Joint and 2010.11.22-2013.2.22 Pharmaceutical (HKD2,016) (HKD2,016) 3,236 several 2010.11.22 Guangzhou Branch of Factory under 1,703.02 (USD500) liability 0 Societe Generale Livzon Group (HKD2,016) guaranty Total guaranty amount to its controlling subcompanies in the report period 10,484.04 Total balance of guaranty amount to its controlling subcompanies in the report period 4,221.41 During the report period, the Company has provided no guaranty to any companies except the controlling subcompanies; the actual guaranty amount provided to the subcompanies is RMB 104.8404 million Yuan. By June 30, 2011, the balance is RMB 42.2141 million Yuan, accounting for 1.56% of the net asset of the Company at the middle of 2011. Except the above guaranty, the Company has not provided any guaranty to any shareholders, actual controllers or associated parties, or directly or indirectly provides the guaranty to any guarantees whose assets/liabilities ratio exceeds 70%; there are no cases about overdue guaranty. The relevant approval procedures about above guaranties have been performed, and such guaranties have been passed by the 26th meeting of the 6th Board of Directors and the 2010 annual shareholders’ meeting of the company. Therefore, based on the above facts, the independent directors of the Company think that, the guaranty behaviors of the Company fully comply with the relevant laws and regulations and will not influence the sustainable operation capacity of the Company nor damage the interests of medium and small shareholders, so the guaranty behaviors meet the demands of company operation. 24 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report X Key Contracts and Their Implementation (I) The Company has no key events about custody, contracting and leasing of the assets from other companies or custodizing, contracting and leasing the assets to other companies that exist or extend to the report period. (II). The Company has no key events about entrusting other for the cash management that exist or extend to the report period. XI. Commitment (I). Commitments made by the Company 1. 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 25 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report 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 The controlling shareholder Joincare of the Company makes the following commitments at the time of handling the release of 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 has not decreased the shares of the company. XII. Issuing of short-term financing bonds On July 30, 2010, the 2010 second temporary shareholders’ meeting examined and approved the Proposal of the Company on Applying for the Issuing of the Short-Tem Financing Bonds. In February 2011, the company received the Notice about Registration Acceptance (Zhong Shi Xie Zhu [2011] No. CP15) from the National Association of Financial Market Institutional Investors, and the association determined to accept the registration of short-term financing bonds with the total registered amount of no more than RMB 800 million Yuan; the validity period of registration is two years from the issuing of notice. The agricultural bank of China Limited will act as the principal underwriter. The company successfully issued two installments of short-term financing bonds with the financing amount of RMB 400 million Yuan on March 3, 2011 and June 29, 2011 respectively. XIII. The 2011 semi-annual financial report of the company has not been audited. XIV. During the report period, the Company, Directors, Supervisors, senior executives, controlling shareholders and actual controllers of the Company have 26 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report not been audited by China Securities Regulatory Commission, or received any administrative penalty and criticism from China Securities Regulatory Commission, or received any public reprimand from the Stock Exchange. XV. Activities that the Company receives the investigation, communication and interview, etc. during the report period Reception date Reception Reception Objects Discussion topics and provided place mode materials Office building Local January 18, 2011 of the investigati CLSA Asia-Pacific Markets Operation status of the Company Company on Office building Local Operation status of the Company Franklin Templeton Sealand January 18, 2011 of the investigati Fund Management Co., Ltd Company on Office building Local Operation status of the Company UBS SDIC Fund Management January 18, 2011 of the investigati Co., Ltd Company on Network Quanjing Network forum about 2010 March 22, 2011 communic All investors website annual report ation Office building Local Operation status of the Company May 25, 2011 of the investigati Guosen Securities Co., Ltd Company on May 25, 2011 Office building Local Operation status of the Company of the investigati Wanlian Securities Co., Ltd Company on May 25, 2011 Office building Local Operation status of the Company Huatai United Securities Co., of the investigati Ltd Company on Office building Local Operation status of the Company June 8, 2011 of the investigati Guangfa Securities Co., Ltd Company on Office building Local Operation status of the Company Bosera Funds Management Co., June 8, 2011 of the investigati Ltd Company on Interactive Network platform of Forum about the performance of June 16, 2011 communic All investors investor 2010 annual report ation relationship XVI. Indexes of temporary announcement disclosure during the report period No. Announcement name Newspaper name Disclosure date Announcement about obtaining the approval of issuing the Securities Times and 1 short-term financing bonds China Securities 2011.02.15 Journal Announcement about relevant news report of the company The same as above 2 controlling its subcompanies issued by the website of Shanghai 2011.02.18 Health Bureau th Announcement about the resolution passed at the 12 meeting The same as above 3 th 2011.02.26 of the 6 Board of Directors 4 Notice about convening the 2010 annual shareholders’ meeting The same as above 2011.02.26 27 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report th Announcement about the resolution passed at the 12 meeting The same as above 5 th 2011.02.26 of the 6 Board of Supervisors Announcement about the company issuing the first installment of The same as above 6 2011.02.26 short-term financing bonds in 2011 Announcement about providing the financing guaranty to The same as above 7 2011.02.26 controlled subcompanies 8 Announcement about routine associated transactions in 2011 The same as above 2011.02.26 Announcement about the details of issuing the first installment of The same as above 9 2011.03.08 short-term financing bonds in 2011 Announcement about convening the on-line forum about 2010 The same as above 10 2011.03.19 annual report and communication meeting of investors Announcement about the resolution passed at the 2010 annual The same as above 11 2011.03.26 shareholders’ meeting 12 Announcement about implementing the dividend distribution The same as above 2011.05.20 13 Announcement about external investments The same as above 2011.05.31 th Announcement about the resolution passed at the 28 meeting The same as above 14 th 2011.05.31 of the 6 Board of Directors 15 Announcement about amendment The same as above 2011.06.01 th Announcement about the resolution passed at the 14 meeting The same as above 16 th 2011.06.14 of the 6 Board of Supervisors th Announcement about the resolution passed at the 29 meeting The same as above 17 th 2011.06.14 of the 6 Board of Directors Notice about Convening the First Temporary Shareholders’ The same as above 18 2011.06.14 Meeting in 2011 Announcement about the company issuing the second The same as above 19 2011.06.25 installment of short-term financing bonds in 2011 th Announcement about electing the staff supervisors of the 7 The same as above 20 2011.07.01 Board of Supervisors st Announcement about the resolution passed at the 1 meeting of The same as above 21 th 2011.07.01 the 7 Board of Supervisors st Announcement about the resolution passed at the 1 meeting of The same as above 22 th 2011.07.01 the 7 Board of Directors Announcement about the resolution passed at the 2011 first The same as above 23 2011.07.01 temporary shareholders’ meeting All above information is disclosed in Juchao website (http://www.cninfo.com.cn/). 28 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Section 7 Financial Report (This report has not been audited.) Consolidated Balance Sheet 2011年6月30日 Kuai He Statement No. 01 Prepared by: Livzon Pharmaceutical Group Inc. Unit: RMB Yuan Balance at the end of Balance at the Balance at the end Balance at the Liabilities and shareholders' equities Note Assets Note period beginning of period of period beginning of period Current assets: Current liabilities: Currency capital V.1 1,272,470,125.35 863,931,857.59 Short-term loans V.21 208,064,202.03 207,460,286.80 Tradable financial assets V.2 56,611,074.14 57,865,790.18 Tradable financial liability Notes receivable V.3 217,196,133.04 232,945,814.77 Notes payable Accounts receivable V.4 516,641,668.76 438,763,726.58 Accounts payable V.22 180,249,368.13 164,677,954.49 Advance money V.5 92,973,071.03 67,922,719.62 Advance accounts V.23 18,033,101.84 21,127,228.70 Interests receivable Payroll payable V.24 47,754,336.74 51,323,701.39 Dividend receivable Tax payable V.25 76,279,216.36 83,837,811.52 Other receivables V.6 44,890,195.55 44,079,280.01 Interests payable Inventory V.7 428,331,735.09 450,214,441.42 Dividend payable V.26 2,531,984.46 2,531,984.46 Non-current assets due within V.27 373,096,460.16 323,855,124.01 one year Other accounts payable Other current assets Non-current liabilities due within one year V.28 400,000.00 70,400,000.00 Total of current assets 2,629,114,002.96 2,155,723,630.17 Other current liabilities V.29 400,000,000.00 Non-current assets: Total of current liabilities 1,306,408,669.72 925,214,091.37 Saleable financial assets V.8 9,868,289.81 10,572,886.89 Non-current liabilities Investment heldto the maturity V.30 1,200,000.00 66,796,116.23 date Long-term loan Long-term accounts receivable Bonds payable Long-term equity investment V.10 44,447,887.04 45,920,620.54 Long-term accounts payable Real estate for Investment Special accounts payable Fixed assets V.11 1,019,256,445.22 803,942,036.05 Deferred profit V.31 33,740,035.07 28,556,183.49 construction V.12 156,828,333.66 317,906,371.50 Anticipation liability Engineering goods V.13 3,869,110.89 25,195,844.94 Liabilities with the deferred income taxes V.32 2,103,306.41 2,274,648.21 Liquidation of fixed assets Other non-current liabilities Production biology assets Subtotal of non-current liabilities 37,043,341.48 97,626,947.93 Oil and gas assets Total of liabilities 1,343,452,011.20 1,022,841,039.30 Intangible assets V.14 170,744,466.71 163,772,276.26 Shareholders’ equities: Development expenses V.15 4,332,137.81 4,332,137.81 Share capital V.33 295,721,852.00 295,721,852.00 Goodwill V.16 103,040,497.85 103,040,497.85 Capital reserve V.34 347,837,742.21 348,436,179.34 Long-term deferred and V.17 8,465,921.27 8,640,218.34 prepaid expenses Minus: treasury share Assets with deferred income V.18 25,663,210.21 22,945,107.60 V.35 443,274,429.10 443,274,429.10 taxes Surplus reserve Other non-current assets Undistributed profit V.36 1,638,074,671.34 1,446,714,876.09 Subtotal of non-current 1,546,516,300.47 1,506,267,997.78 Conversion difference of foreign -18,728,607.46 -16,709,226.29 assets currency financial statements Subtotal of equities attributable to the 2,706,180,087.19 2,517,438,110.24 shareholders of parent company V.37 125,998,205.04 121,712,478.41 Equities of the minority of shareholders Subtotal of shareholders’ equities 2,832,178,292.23 2,639,150,588.65 Total of liabilities and shareholders ’ Total of assets 4,175,630,303.43 3,661,991,627.95 4,175,630,303.43 3,661,991,627.95 equities Legal representative:Zhu Baoguo Principal of the Financial Department: An Ning Principal of the Accounting Department: Si Yanxia 29 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Consolidate Profit Statement January to June 2011 Kuai He Statement No. 02 Prepared by: Livzon Pharmaceutical Group Inc. Unit: RMB Yuan Item Note Amount in this period Amount in same period of previous year V.38 1,471,437,500.63 1,322,769,589.74 I. Total operating income V.38 1,471,437,500.63 1,322,769,589.74 Including: operating income II. Total operating cost 1,209,582,539.66 1,030,891,476.80 V.38 677,093,407.27 635,764,128.75 Including: operating cost V.39 18,332,023.55 3,027,629.54 Operating tax and surtax 383,909,416.26 285,200,131.05 Sales expense 129,567,315.75 99,189,243.03 M anagement expense V.40 -5,259,139.19 769,520.60 Financial expense Loss from asset depreciation V.41 5,939,516.02 6,940,823.83 Plus: returns from the changes of fair values (the V.42 43,870.70 -2,151,436.68 loss is listed beginning with “-”). Investment returns (the loss is listed beginning with “-”). V.43 -654,572.56 -384,976.08 Including: the investment returns from the -1,472,733.50 -2,007,910.04 associated enterprises and joint enterprises III. Operating profit (the loss is listed beginning 261,244,259.11 289,341,700.18 with “-”) Plus : non-operating income V.44 22,250,983.03 10,547,638.43 V.45 254,085.94 1,485,565.96 M inus: non-operating payments 60,007.09 498,732.12 Including: loss in the disposal of non-current assets IV. Total profit (the loss is listed beginning with “-”) 283,241,156.20 298,403,772.65 V.46 47,000,861.44 40,603,599.80 M inus: income tax expense V. Net profit (the loss is listed beginning with “- 236,240,294.76 257,800,172.85 ”) Net profit attributable to the owners of parent 220,861,695.59 241,480,232.98 company 15,378,599.17 16,319,939.87 Profit and loss of the minority of shareholders VI. Profit per share: (I) Basic profit per share 0.75 0.82 0.75 0.82 (II) Diluted profit per share V.47 -2,618,288.69 -3,501,761.40 VII. Other comprehensive profit 233,622,006.07 254,298,411.45 VIII. Total amount of comprehensive profit Subtotal of comprehensive profits attributable to 218,243,406.90 237,978,471.58 the owners of parent company Subtotal of comprehensive profits attributable to 15,378,599.17 16,319,939.87 the minority of shareholders Legal representative:Zhu Baoguo Principal of the Financial Department: An Ning Principal of the Accounting Department: Si Yanxia 30 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Consolidated Cash Flow Sta tement Janua ry to Jun e 2011 Kua i He S ta te ment No. 03 P r epa re d b y: Livzo n P ha rm ac eutic al Group I nc. Unit: RM B Y uan It em N ote Amou nt in this pe riod Amou nt in same pe riod of pre vious year I. Cash flow s f rom op er ating ac tivities Ca sh r ec eive d f rom sa les of goods or re nde ring of servic es 1,450,643,478.21 1,353,947,866 .59 T ax re funding 5,144,588.34 3,693,777 .53 Ca sh r ec eive d r ela te d to othe r ope ra ting ac tivitie s V .4 8 52,955,778.77 36,710,341 .97 Subtota l of c ash inflow fr om the ope ra ting a ctivities 1,508,743,845.32 1,394,351,986 .09 Ca sh p aid for pur cha se of goods or re ce iving of se rvic es 466,400,482.54 473,282,374 .99 Ca sh p aid to a nd on b eha lf o f e mployee s 131,372,853.32 127,975,843 .40 T ax paymen ts 232,994,965.21 187,495,967 .26 O ther c ashe s pa id to ope ra ting a ctivities V .4 9 385,321,063.48 303,662,047 .31 Subtota l of c ash outflow fr om ope rating ac tivitie s 1,216,089,364.55 1,092,416,232 .96 N et c ash flow f rom ope rat ing ac tivities 292,654,480.77 301,935,753 .13 II. C ash flow f rom inve stme nt ac tivitie s: Ca sh r ec eive d f rom d isp osal of in vestments - Ca sh r ec eive d f rom inve stment retur ns 805,602.61 691,866 .86 N et c ash r ece ived f rom disposa l o f fixed a ssets, in ta ngible 516,000.00 2,715,506 .00 a ssets and othe r long-te rm a ssets N et ca sh r ec eive d in disposa l of the subc ompanie s a nd - o th er ope ra tin g un its Ca sh r ec eive d r ela te d to othe r investmen t ac tivitie s Subtota l of c ash inflow fr om the inve stme nt a ctivities 1,321,602.61 3,407,372 .86 Ca sh paid to a cq uire a nd c onstruc t fixed a ssets, in ta ngible 108,535,578.28 189,719,682 .37 a ssets and othe r long-te rm a ssets Ca sh p aid to a cquir e investments - 810,099 .00 N et ca sh pa id to a cquir e the subc omp anie s a nd o th er - o per ating units Ca sh p aid rela ted to o ther inve stm e nt a ctivitie s - Subtota l of c ash outflow fr om inve stme nt a ctivities 108,535,578.28 190,529,781 .37 N et amoun t of c ash flow r ec eive d fr om th e invest men t -1 07,213,975.67 -18 7,12 2,40 8.5 1 ac tivitie s III. C ash flow f rom financ ing act ivities: Ca sh r ec eive d f rom inve stors 11,270,000.00 9,800,000 .00 Ca sh f rom lo ans 69,254,604.00 230,434,284 .17 Ca sh f rom th e issuing of shor t-ter m fina ncing bon ds 400,000,000.00 Ca sh r ec eive d r ela te d to othe r fina ncing ac tiv itie s V .5 0 6,200,000.00 1,186,821 .82 Subtota l of c ash inflow fr om the fina nc in g a ctivitie s 486,724,604.00 241,421,105 .99 Re paymen ts of loan s 199,758,400.34 173,711,714 .81 Ca sh pa id for distribution o f divide nds, prof its and 54,832,030.36 49,565,891 .72 r epa yment of intere sts I nclud ing: the divide nds and pro fits pa id to the m inority 22,359,672.00 o f sh are holde rs by the sub compa nies Ca sh p ayments re la ted to other fina nc in g a ctivitie s V .5 1 1,600,000.00 1,345,000 .00 Sub- total of ca sh ou tf low f rom th e finan cing ac tivities 256,190,430.70 224,622,606 .53 N et ca sh f lo w f rom financ ing activities 230,534,173.30 16,798,499 .46 IV . Ef fe ct of fo reign exc hange f lu ct uat ion on cash and - 1,236,410.64 -84 9,97 8.3 8 c ash e qu ivale nt s V . Ne t inc re ase of c ash and c ash equ iva lents 414,738,267.76 130,761,865 .70 Plus: Ba lanc e of c ash and c ash equ iva lents at the 844,481,857.59 558,262,596 .74 b eginning of the pe riod V I B alan ce of c ash and c ash eq uivale nt s at t he en d of 1,259,220,125.35 689,024,462 .44 t he p e riod Legal representative:Zhu Baoguo Principal of the Financial Department: An Ning Principal of the Accounting Department: Si Yanxia 31 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Consolidated Change Statement of Shareholders’ Equities January to June 2011 Kuai He Statement No. 04 Prepared by: Livzon Pharmaceutical Group Inc. Unit: RMB Yuan January to June 2010 Equities attributable to shareholders of parent company Equities of the Item Total of Shareholders’ Conversion Minority of Minus: treasury Equities Share capital Capital reserve Surplus Reserve Undistributed Profit difference of foreign Shareholders shares currency I. Balance at the end of p reviou s year 295,721,852.00 348 ,436,179 .34 44 3,27 4,429.10 1,446,714,876.09 -16,709,2 26.2 9 12 1,712,47 8.41 2,639,150,588.65 Plus: changes of accou nting policies Correction of errors in the early stage II. Balance at the beginning of this year 295,721,852.00 348 ,436,179 .34 44 3,27 4,429.10 1,446,714,876.09 -16,709,2 26.2 9 12 1,712,47 8.41 2,639,150,588.65 III. Increase or decrease of change amount -598,437 .13 191,359,795.25 -2,019,3 81.1 7 4,285,726.63 193,027,703.58 (I)Net profit 220,861,695.59 1 5,378,599.17 236,240,294.76 (II) Other comprehensive gains -598,437 .13 -2,019,3 81.1 7 -2,617,818.30 1.Net change of fair values of saleab le financial assets -704,597 .08 -704,597.08 2.Effect of changes of other shareholders' equities of invested units u nder the equity metho d 3.Effect of income tax related to the items that are accrued to 105,689 .56 105,689.56 shareholder equity 4.Others Subtotal of (I) and (II) -598,437 .13 220,861,695.59 -2,019,3 81.1 7 1 5,378,599.17 233,622,476.46 (III) Increase and decrease of capitals by the shareho lders 1 1,270,000.00 11,270,000.00 1.Cap ital investment by owners 1 1,270,000.00 11,270,000.00 2. Repurchase of treasury shares in the year 3.Others (IV) Profit distribution -29,501,900.34 -2 2,362,872.54 -51,864,772.88 1.Withdrawal of surplus reserve 2. Withdrawal of general risk reserve 3.Distribution to shareholders -29,501,900.34 -2 2,362,872.54 -51,864,772.88 4.Others (V) Internal settlement and transfer of owners’ equities 1. Transfer o f cap ital reserve to share capital 2. Transfer o f surplus reserve to share capital 3. Surplus reserve makes up for the loss 4.Others IV. Others 470 .39 470.39 V. Balance at the end of this year 295,721,852.00 347 ,837,742 .21 44 3,27 4,429.10 1,638,074,671.34 -18,728,6 07.4 6 12 5,998,20 5.04 2,832,178,292.23 Legal representative:Zhu Baoguo Principal of the Financial Department: An Ning Principal of the Accounting Department: Si Yanxia 32 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Consolidated Change Statement of Shareholders’ Equities 2010 Kuai He Statement No. 04 Prepared by: Livzon Pharmaceutical Group Inc. Unit: RMB Yuan 2010 Item Equities attributable to shareholders of parent company Conversion difference of the Minority of Shaal of Shareholders’ Equi Share capital Capital reserve Minus: treasury shar Surplus Reserve Undistributed Profit of foreign currency I. Balance at the end of p reviou s year 295,721,852.00 350 ,946,175 .64 - 40 1,45 6,345.99 1,114,710,405.94 -13,749,9 43.5 4 7 6,373,707.00 2,225,458,543.03 Plus: changes of accou nting policies Correction of errors in the early stage II. Balance at the beginning of this year 295,721,852.00 350 ,946,175 .64 - 40 1,45 6,345.99 1,114,710,405.94 -13,749,9 43.5 4 7 6,373,707.00 2,225,458,543.03 III. Increase or decrease of change amount - -2 ,671,811 .30 - 4 1,81 8,083.11 332,004,470.15 -2,959,2 82.7 5 4 5,338,771.41 413,530,230.62 (I)Net profit 418,180,831.06 3 4,309,210.41 452,490,041.47 (II) Other comprehensive gains -2 ,671,811 .30 -2,959,2 82.7 5 -5,631,094.05 4.其他 - Subtotal of (I) and (II) -2 ,671,811 .30 418,180,831.06 -2,959,2 82.7 5 3 4,309,210.41 446,858,947.42 (III) Increase and decrease of capitals by the owners - - - 2 0,328,185.00 20,328,185.00 1.Cap ital investment by shareholders 2 0,328,185.00 20,328,185.00 2. Repurchase of treasury shares in the year - 3.Others - (IV) Profit distribution 4 1,81 8,083.11 -86,176,360.91 -9,298,62 4.00 -53,656,901.80 1.Withdrawal of surplus reserve 4 1,81 8,083.11 -41,818,083.11 2. Withdrawal of general risk reserve 3.Distribution to shareholders -44,358,277.80 -9,298,62 4.00 -53,656,901.80 4.Others (V) Internal settlement and transfer of owners’ equities 1. Transfer o f cap ital reserve to share capital 2. Transfer o f surplus reserve to share capital 3. Surplus reserve makes up for the loss 4.Others IV. Others 161,815 .00 161,815.00 V. Balance at the end of this year 295,721,852.00 348 ,436,179 .34 - 44 3,27 4,429.10 1,446,714,876.09 -16,709,2 26.2 9 12 1,712,47 8.41 2,639,150,588.65 Legal representative:Zhu Baoguo Principal of the Financial Department: An Ning Principal of the Accounting Department: Si Yanxia 33 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Balance Sheet June 30 , 2011 Kuai Qi Statemen t No. 01 Prepared b y: Livzo n Pharmaceutical Group Inc. Unit: RMB Yuan Balance at the Balance at the Balance at the end Balance at the end Assets Note beginning of Liabilities and shareholders' equitie N ote beginning of of perio d of period period period Current assets: Curren t liabilities: Currency capital 1,148,705,774.07 6 81,8 78,7 97.62 Short-term loan s 8 4,85 1,3 82.8 3 101,583,700.00 T rad able financial assets Tradable financial liability Notes receivable 53,738,835.82 36,9 43,0 41.55 N otes payable Accounts receivable V I.1 202,509,321.01 1 78,7 46,5 80.44 Acco unts payable 27 1,59 5,7 26.3 5 200,455,422.69 Advance money 10,244,393.04 4,1 11,9 99.69 Ad vance accou nts 7,44 7,4 82.8 9 8,250,583.82 Interests receivable Payroll payable 1 9,03 0,2 09.7 6 15,430,849.29 Dividend receivable Tax p ayab le 1 7,06 6,6 91.6 0 9,358,777.21 Other accounts receivable V I.2 295,544,733.42 3 85,7 77,1 56.54 Interests payable Inventory 98,444,654.26 71,3 49,2 71.13 D ividend payable 2 0,1 74.4 6 20,174.46 Non-curren t assets due within one O th er acco unts p ayab le 85 0,16 4,2 06.7 8 781,235,594.73 year N on-current liabilities du e with in Other current assets - 70,000,000.00 on e year Total of current assets 1,809,187,711.62 1,3 58,8 06,8 46.97 O th er current liabilities 40 0,00 0,0 00.0 0 Non-curren t assets: Total of current liabilities 1 ,65 0,17 5,8 74.6 7 1,186,335,102.20 Saleab le financial assets 9,868,289.81 10,5 72,8 86.89 N on-current liabilities Investment held to the maturity date Lo ng-term loan - 20,000,000.00 L ong-term accounts receivable Bond s payable L ong-term equity investment V I.3 1,235,270,412.59 1,1 31,2 59,2 64.48 Lo ng-term accounts p ayab le Real estate for Investment Special accou nts payable Fixed assets 88,447,251.19 88,3 79,9 27.98 D eferred pro fit 1 3,12 2,1 91.0 7 10,453,489.34 E ngineering under con struction An ticipation liability Liabilities with the deferred income E ngineering goods 1,10 6,7 38.8 4 1,212,428.40 taxes L iq uidation of fixed assets O th er non -cu rrent liabilities Productio n biology assets Subto tal of non-current liabilities 1 4,22 8,9 29.9 1 31,665,917.74 Oil and gas assets Total of liabilities 1 ,66 4,40 4,8 04.5 8 1,218,001,019.94 Intang ib le assets 32,550,417.40 32,6 57,2 47.08 Shareh olders’ equities: Development expenses 1,289,662.78 1,2 89,6 62.78 Share capital 29 5,72 1,8 52.0 0 295,721,852.00 Goodwill Capital reserve 33 8,48 6,2 60.1 4 339,085,167.66 L ong-term d eferred and prepaid Minu s: treasury share expenses Assets w ith deferred income taxes 11,892,876.00 11,5 50,3 35.20 Surplus reserve 26 0,71 2,6 90.1 1 260,712,690.11 Other no n-current assets U ndistributed profit 62 9,18 1,0 14.5 6 520,995,441.67 Subtotal of non-current assets 1,379,318,909.77 1,2 75,7 09,3 24.41 Subto tal of shareholders’ equities 1 ,52 4,10 1,8 16.8 1 1,416,515,151.44 Total of liabilities and To tal of assets 3,188,506,621.39 2,6 34,5 16,1 71.38 3 ,18 8,50 6,6 21.3 9 2,634,516,171.38 shareholders’ equities Legal representative:Zhu Baoguo Principal of the Financial Department: An Ning Principal of the Accounting Department: Si Yanxia 34 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Profit Statement January to Ju ne 2011 Kuai Qi Statement No. 02 Prepared by: Livzon Pharmaceutical Group Inc. Unit: RMB Yuan Amount in same period of Item Note Amount in this period previous year I. Operating income VI.4 595,079,834.80 481,964,296.84 M in us: operating cost VI.4 361,595,561.74 230,333,698.66 Operating tax and surtax VI.5 4,213,110.4 3 75,000.00 Sales expense 146,279,281.99 158,641,758.26 M anagement expense 43,761,660.42 40,170,611.01 Financial expense -8,559,937.8 1 184,650.88 Loss from asset depreciation 2,323,249.4 1 1,316,441.24 Plus: returns from the changes of fair values (the loss is listed beginning with “-”). Investment returns (the loss is listed beginning with “-”). VI.6 98,841,956.11 -1,323,857.59 Including: the investment returns from the associated enterprises and -1,035,051.8 9 -1,474,087.06 joint enterprises II. Operating profit (the loss is listed beginning with “-”) 144,308,864.73 49,918,279.20 Plus : non-operating income 258,629.31 7,012,509.26 M in us: non-operating payments 25,408.59 837,939.92 Including: loss in the disposal of non-current assets 5,592.48 4,434.98 III. Total profit (the loss is listed beginning with “-”) 144,542,085.45 56,092,848.54 M in us: income tax expense 6,854,612.2 2 8,517,316.61 IV. Net profit (the loss is listed beginning with “-”) 137,687,473.23 47,575,531.93 V. Profit per share: (I) Basic profit per share (II) Diluted profit per share VI. Other comprehensive profit -598,907.5 2 -2,757,468.30 VII. Total amount of comprehensive profit 137,088,565.71 44,818,063.63 Legal representative:Zhu Baoguo Principal of the Financial Department: An Ning Principal of the Accounting Department: Si Yanxia 35 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Cash Flow Statement Jan uary to June 2011 Kuai Qi Statemen t No . 03 P repare d by: Livzon Pharma ceutic al Gro up Inc. Unit: RMB Y uan Item Note Amount in thi s p eriod Amou nt in same pe riod of pre vious year I. Cash flows from operating activities Cash received from sales of goods or rendering of services 5 92,5 24,1 44.64 483,377 ,830 .24 Tax refunding Cash received related to other operating activities 79,2 02,7 32.34 19,050 ,518 .26 Subtotal of cash inflow from the operating activities 6 71,7 26,8 76.98 502,428 ,348 .50 Cash p aid for purchase of goods or receiving of services 3 44,0 05,5 45.77 220,135 ,607 .83 Cash p aid to and on behalf o f employees 33,5 59,5 85.19 40,344 ,502 .42 Tax paymen ts 41,5 66,4 17.55 48,016 ,813 .96 Other cashes paid to operating activities 2 16,6 45,4 20.12 164,119 ,350 .53 Subtotal of cash outflow from op erating activities 6 35,7 76,9 68.63 472,616 ,274 .74 Net cash flow from operating activities 35,9 49,9 08.35 29,812 ,073 .76 II. Cash flow from investment activities: Cash received from disp osal of in vestments Cash received from investment returns 150 ,229 .47 Net cash received from disposal of fixed assets, intangible assets and 1 87,095.00 o th er long-term assets Net cash received in disposal of the subcompanies and other op erating u nits Cash received related to other investmen t activities 99,8 77,0 08.00 Subtotal of cash inflow from the investment activities 1 00,0 64,1 03.00 150 ,229 .47 Cash paid to acq uire an d co nstruct fixed assets, intangible assets and 10,2 15,0 57.50 18,621 ,078 .94 o th er long-term assets Cash p aid to acquire investments 810 ,099 .00 Net cash paid to acquire the subcomp anies and o th er operatin g un its 1 05,7 30,0 00.00 10,200 ,000 .00 Cash p aid related to other investment activities 70,499.95 Subtotal of cash outflow from investment activities 1 16,0 15,5 57.45 29,631 ,177 .94 Net amount of cash flow received from the investment activities -15,9 51,4 54.45 -29,480 ,948 .47 III. Cash flow from financing activities: Cash received from investors L oans f rom su bcompan ies 1 96,5 40,3 33.08 149,273 ,100 .57 C ash fr om loa ns 26,9 85,7 44.00 127,396 ,650 .00 C ash fr om the issuin g of s hort-t erm fi nancing bonds 4 00,0 00,0 00.00 Cash received related to other financing activities 1,187 ,447 .18 Subtotal of cash inflow from the financin g activities 6 23,5 26,0 77.08 277,857 ,197 .75 Repayments of loan s 1 31,9 42,6 00.11 109,836 ,600 .00 Cash paid fo r distrib utio n of dividends, profits and repayment of 36,9 44,8 58.54 47,825 ,998 .43 interests L oans p aid to subcom panies Cash p ayments related to other financing activities 1,6 00,0 00.00 1,345 ,000 .00 Sub-total of cash ou tflow from the financing activities 1 70,4 87,4 58.65 159,007 ,598 .43 Net cash flow from financing activities 4 53,0 38,6 18.43 118,849 ,599 .32 IV. Effect of foreign exchange fluctuation on cash and cash -10,0 95.88 -118 ,503 .68 equivalents V. Net increase of cash and cash equivalents 4 73,0 26,9 76.45 119,062 ,220 .93 Plus: Balance of cash and cash equiv alents at the beg inning of the 6 62,4 28,7 97.62 418,389 ,049 .61 period VI Balance of cash and cash equiv alents at the end of the period 1,1 35,4 55,774.07 537,451 ,270 .54 Legal representative:Zhu Baoguo Principal of the Financial Department: An Ning Principal of the Accounting Department: Si Yanxia 36 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Change Statement of Shareholders’ Equities January to June 2011 Kuai Q i Statement No. 04 Prepared by: Livzon Pharmaceuti cal Group Inc. Unit: RMB Yuan January to June 2011 Item N ote Minus: treasury Total of Shareholders’ Share capital Capital reserve Surplus Reserve U ndistributed P rofit shares Equities I. Balance at the end of previous year 29 5,7 21,8 52.0 0 339,085,167.66 260,712,690.11 520,995,441.67 1,416,515 ,151 .44 Plus: changes of accou ntin g policies Correction of errors in the early stage II. Balance at the beginning of this year 29 5,7 21,8 52.0 0 339,085,167.66 260,712,690.11 520,995,441.67 1,416,515 ,151 .44 III. Increase or decrease of change amount(the loss -598,907.52 108,185,572.89 107,586 ,665 .37 is listed beg inning with “-”) (I)Net profit in th is year 137,687,473.23 137,687 ,473 .23 (II) Other comprehensive gains -598,907.52 -598 ,907 .52 Subtotal of (I) and (II) -598,907.52 137,687,473.23 137,088 ,565 .71 (III) Increase and decrease of capitals by the shareholders 1 .Cap ital investment by shareholders in this period 2 . Repurchase of treasury shares in the year 3 . Sh are amount th at is accrued to th e sh areholders' equities (IV) Profit distribution -29,501,900.34 -29,501 ,900 .34 1 . Withdrawal of surplus reserve 2 . Distribution to shareholders -29,501,900.34 -29,501 ,900 .34 3 . Others (V) Internal settlement and transfer o f shareholders ’ equities 1 . Transfer o f cap ital reserve to share capital 2 . Transfer o f su rplus reserve to share capital 3 . Su rplus reserve makes up for the loss 4 .Others IV . Balance at the end of this year 29 5,7 21,8 52.0 0 338,486,260.14 260,712,690.11 629,181,014.56 1,524,101 ,816 .81 Legal representative:Zhu Baoguo Principal of the Financial Department: An Ning Principal of the Accounting Department: Si Yanxia 37 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Change Statement of Shareholders’ Equities 2010 Kuai Qi Statement No. 04 Prepared by: Livzon Pharmaceutical Group Inc. Unit: RMB Yuan 2,010.00 Item Note Kuai Qi Statement No. Share capital Capital reserve Minus: treasury share Surplus Reserve Undistributed Profit 04 I. Balance at the end of previous year 29 5,7 21,8 52.0 0 341,756,978.96 250,810,202.23 476,231,328.56 1,364,520,361 .75 Plus: 1. changes of accounting policies 2. Correction of errors in the early stage II. Balance at the beginning of this year 29 5,7 21,8 52.0 0 341,756,978.96 250,810,202.23 476,231,328.56 1,364,520,361 .75 III. Increase or decrease of change amount(the loss is listed -2,671,811.30 9,902,487.88 44,764,113.11 51,994 ,789 .69 beginning with “-”) (I)Net profit in th is year 99,024,878.79 99,024 ,878 .79 (II) Other comprehensive gains -2,671,811.30 -2,671,811 .30 Subtotal of (I) and (II) -2,671,811.30 99,024,878.79 96,353 ,067 .49 (III) Increase and decrease of capitals by the shareholders 1.Capital investment by shareholders in this period 2. Repurchase of treasury shares in the year 3 . Sh are amount th at is accrued to th e sh areholders' equities (IV) Profit distribution 9,902,487.88 -54,260,765.68 -44,358 ,277 .80 1 . Withdrawal of surplus reserve 9,902,487.88 -9,902,487.88 2 . Distribution to shareholders -44,358,277.80 -44,358 ,277 .80 3 . Others (V) Internal settlement and transfer of shareholders’ equities 1. Transfer of capital reserve to share capital 2. Transfer of surplus reserve to share capital 3. Surplus reserve makes up for the loss 4.Others IV. Balance at the end of this year 29 5,7 21,8 52.0 0 339,085,167.66 260,712,690.11 520,995,441.67 1,416,515,151 .44 Legal representative:Zhu Baoguo Principal of the Financial Department: An Ning Principal of the Accounting Department: Si Yanxia 38 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Livzon Pharmaceutical Group Inc. Notes to Financial Statement June 30, 2011 (The amount is expressed in RMB unless otherwise specified) I. Company Profile 1 History In March 1992, approved by Zhu Ti Gai Wei[1992]No. 29 document issued by Zhuhai Economic System Reform Commission and 1992]No. 45 document issued by the joint examination team under Guangdong Enterprise Shareholding System Pilot Reform and Guangdong Economic System Reform Commission, Livzon Pharmaceutical Group Inc. (hereinafter referred to as “This Company” or “Company”) is a limited company raising funds from targeted sources that has been sponsored by Macau Nanyue (Group) Co., Ltd, Zhuhai Credit Cooperative, Guangdong Medicine Group Co., Ltd, Zhuhai Medicine Company, Guangdong Medicines & Health Products IMP.& EXP. CORP, Zhuhai branch of Bank of China, Zhuhai Guihua Staff Mutual Help Association, contributed with the net assets of the original joint venture Co., Ltd as the shares, and raised other funds from the domestic legal persons and internal staffs. In 1993, approved by Yue Zheng Jian Fa Zi[1993]No. 001 document issued by Guangdong Securities Regulatory Commission, Shen Ren Yin Fu Zi [1993]No. 239 document issued by Shenzhen Special Economic Zone branch of the People’s Bank of China and Zheng Jian Fa Shen Zi [1993]No. 19 document issued by China Securities Regulatory Commission, the company was listed in Shenzhen Stock Exchange. In 1998, the sponsoring shareholders of company including Zhuhai Credit Cooperative, Guangdong Pharmaceutical Industry Company, Zhuhai Guihua Staff Mutual Help Association and Zhuhai branch of Bank of China signed the Equity Transfer Agreement with China Everbright Bank (Group) Co., Ltd and transferred all their equities to China Everbright Bank (Group) Co., Ltd. After the transfer, China Everbright Bank (Group) Co., Ltd held 38,917,518 domestic legal person shares of the company. The foreign-owned sponsor Macau Nanyue (Group) Co., Ltd signed the Equity Transfer Agreement with China Everbright Medicine Co., Ltd and completely transferred 18,893,448 foreign legal person shares to China Everbright Medicine Co., Ltd. 39 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report On April 12, 2002, China Everbright Bank (Group) Co., Ltd and Xi’an Topsun Group Co., Ltd signed the Equity Custody Agreement and China Everbright Bank (Group) Co., Ltd put all its domestic legal person shares (38,917,518 shares) under the custody of Xi’an Topsun Group Co., Ltd. On December 21, 2004, Xi’an Topsun Group Co., Ltd received the 38,917,518 legal person shares of the company from China Everbright Bank (Group) Co., Ltd. By December 31, 2004, China Everbright Bank (Group) Co., Ltd did not hold any of the company shares, and Xi’an Topsun Group Co., Ltd directly held 38,917,518 legal person shares of the company, accounting for 12.72% of total shares. On February 4, 2005, Joincare Pharmaceutical Group Industry Co., Ltd (hereinafter referred to as Joincare) and Xi’an Topsun Group Co., Ltd signed the Equity Transfer Agreement and Equity Mortgage Agreement. Xi’an Topsun Group Co., Ltd directly transferred and mortgaged 38,917,518 domestic legal person shares of the company to Joincare and handled the formalities for equity transfer on August 3, 2006. By June 30, 2010, Joincare Group and its holding subcompanies has owned 135,231,608 shares of the company through the agreement transfer and direct purchase from the secondary markets, accounting for 45.7293% of total shares and becoming the largest shareholder, so it has owned the actual control right of the company. The formalities for transferring the equities of 6,059,428 legal person shares held in the name of Guangzhou Begol Trading Corporation to Joincare Group have not been handled. In the 2008 First Temporary Shareholders’ Meeting, the company examined and passed the Proposal on Repurchasing Some of Domestically Listed Shares for Overseas Investors (B Shares) of Livzon Pharmaceutical Group Inc. By December 2, 2009 (the expiry date of implementing the repurchase), the company has accumulatively repurchased 10,313,630 B-shares. On December 4, 2009, the company handled the cancellation affairs about repurchased shares with Shenzhen Branch of China Securities Depository & Clearing Corporation Limited; the total share capital of company decreased by 10,313,630 shares, and the registered capital of company is reduced from RMB 306,035,482 Yuan to RMB 295,721,852 Yuan. On April 20, 2010, the company handled the registration formalities of industrial and commercial changes, and was issued the business license for enterprise legal person with the registration No. of 440400400032571. 2 Industry The company is in the pharmacy industry. 3 Business scope The approved business scope of the company: the company mainly produces and sells the raw materials for Chinese and western medicines, medicine intermediate, Chinese medicine materials, tablet of Chinese medicines, medical instruments, sanitation materials, healthcare products, medical 40 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report cosmetics, Chinese and western finished medicines, bio-chemical reagents, and also handles the chemical industry, food, real estate, tourism and information business, raw materials for medicines etc; also involves the import and export businesses of its products and relevant technologies; wholesale of the Chinese finished medicines, chemical material medicines and their preparations, antibiotic material medicines and their preparations, biological products (except the preventive biological products), bio-chemical medicines. (The products administrated with quota license or special regulations shall be subject to the relevant national rules; the projects that need the administrative approvals cannot be dealt with unless such approvals are given). 4 Change of main business During the report period, the company has not changed its main business. II. Main Accounting Policies, Accounting Evaluation and Early Error of the Company (I) Preparation Basis of Financial Statement Based on the continuous operation assumption of company and the actual transactions and items, in accordance with the Enterprise Accounting Standards- Basic Standards(No. 33 decree of the Ministry of Finance) and the Notice of the Ministry of Finance on Printing and Issuing 38 Standards including the No. 1 Enterprise Accounting Standard – Inventory (Cai Kuai [2006] No. 3) issued by the Ministry of Finance in February 15, 2006, and the Notice of the Ministry of Finance about Printing and Issuing the Enterprise Accounting Standard – Application Guidelines (Cai Kuai [2006] No. 18) issued by the Ministry of Finance in October 30, 2006, the No. 1 Enterprise Accounting Standard, the No. 2 Enterprise Accounting Standard, the No. 3 Enterprise Accounting Standard, the No. 4 Enterprise Accounting Standard, and the No. 1 Explanatory Announcement about Information Disclosure of Companies Making Public Offering of Securities and the No. 9 Preparation Rule about Information Disclosure of Companies Making Public Offering of Securities – Calculation and Disclosure of Yield Rate of Net Assets and Profit per Share (revised edition in 2010), this financial statement is prepared under the following important accounting and valuation policies. (II) Declaration of Compliance with the Enterprise Accounting Standards The financial statement prepared by the company meets the requirements of the enterprise accounting standards, and exactly and completely reflects the financial status, operation result and cash flow, etc of the company. (III) Accounting Period The company employs the period of the calendar days from the January 1 to December 31 each 41 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report year as the accounting year. (IV) Currency Used in Book-keeping The Company takes the RMB as the currency in book-keeping. (V) Book-keeping Basis and Pricing Principles The accounting calculation of this company takes the accrual system as the book-keeping basis. While making the calculation about accounting factors, in general, this company employs the historical cost. If the accounting factor amount to be determined may be obtained and reliably calculated, with respect to the individual accounting factors, the company employs the replacement costs, net realizable values, present values and fair values for calculation. (1) Calculation nature employed in this report period In the historical cost calculation, the assets are calculated based on the amounts of cash or cash equivalents paid for purchase or fair values of considerations paid for asset purchase; the liabilities are calculated based on the actually received incomes or asset amounts in performing the current obligations, or contract amounts to perform such current obligations, or the amounts of cash or cash equivalents that are expected to be needed for repaying the liabilities in the routine activities. Except that the financial assets and saleable financial assets employ the fair values for calculation, the items in this statement employ the historical costs for calculation. (2) Statement items whose calculation natures have been changed during the report period During the report period, no calculation natures have been changed. (VI) Accounting Processing Method of Merger of enterprises which are under the same control and are not under the same control (1) Merger of enterprises which are under the same control For the merger of enterprises which are under the same control, the assets and liabilities that are obtained by the merging party in the such merger will be measured at the book values of merged party on the merging date. The difference between the book values of net assets and book values of paid merger considerations (or total amount of book values of issued shares) will be supplemented by the capital reserve; in case the capital reserve is not enough, the remaining gains will be adjusted. All direct expenses occurring for enterprise merger, including the auditing expenses, evaluation expenses, legal service expenses paid for enterprise merger, are accrued to the current profit and loss at the time of occurrence. (2) Merger of enterprises which are not under the same control For the merger of enterprises which are not under the same control, the merger cost will be the paid assets, existing liabilities and fair values of the issued equity securities on the purchasing date to purchase the control right of such enterprises on the purchase date. In case the enterprise merger is 42 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report gradually realized in many transactions, the merger cost will be the sum of each individual transaction cost. All direct expenses related to the enterprise merger will be accrued to the current profit and loss (except the issuing expenses of bonds and equity instruments). The purchase date is the date when the company actually obtains the control right of purchased party. In case the enterprise merger cost of purchasing party is more than the fair values of identifiable net assets of such enterprises, the difference will be confirmed as the goodwill in the consolidated balance sheet; in case the enterprise merger cost of purchasing party is less than the fair values of identifiable net assets of such enterprises, after the repeated checks still find the same fact, the difference will be accrued to the current profit and loss. (VII) Preparation Method of Consolidated Financial Statements (1) Determination of consolidation scope The consolidated financial statements will be subject to the No. 33 Enterprise Accounting Standards – Consolidated Financial Statement that was issued by the Ministry of Finance in February 2006. The combination scope of the consolidated financial statement will be determined on the basis of the control; this financial statement consolidates the financial statements of this company, subcompanies and special objectives that are directly or indirectly controlled by the company. The control means that the company has the right to determine the financial and operation policies of invested units, and may obtain the benefits from the operation activities of this enterprise. In case there are evidences indicating that the parent company cannot control the invested units, such units will not be included in the consolidated statement scope. (2) Disposal of purchasing or selling the shares of subcompanies. The company confirms the date when the risks and rewards related to the purchase or sales of company shares actually transfer as the purchase date and selling date. For the subcompanies that are obtained or sold in the merger of enterprises which are not under the same control, the operation results and cash flow after the purchase date and before the selling date have been duly included in the consolidated profit statement and consolidated cash flow statement; for the subcompanies that are obtained in the merger of enterprises which are under the same control, the operation results and cash flow from the beginning of current merger period to the merger date have been included in the consolidated profit statement and consolidated cash flow statement, and are separately listed; the comparison data of consolidated financial statements have also been adjusted. For the long-term equity investment that is formed by purchasing the minority of company equities, in preparing the consolidated financial statements, the difference between the long-term equity investment for purchasing the minority of equities and amounts of net assets of company in the subcompanies that are continuously calculated at the newly added share-holding percentage from the purchase date (or merger date) will be adjusted as the owners’ equities (capital reserve); if the 43 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report capital reserve is not enough, the remaining gains will be adjusted. (3) In case the accounting policies and accounting periods of subcompanies differ from those of parent company, the financial statements of subcompanies will be adjusted. In case the accounting policies of subcompanies differ from those of the company, in preparing the consolidated financial statements, the company has made the appropriate adjustments about the financial statements of subcompanies in accordance with the accounting policies of this company; for the subcompanies that are obtained in the merger of enterprises which are not under the same control, the company has made the appropriate adjustments about the financial statements of subcompanies based on their identifiable assets, liabilities and fair values of contingent securities on the purchasing date. (4) Consolidation methods In preparing the consolidated financial statements, all key accounts and transactions between the company and subcompanies, subcompanies and subcompanies will be offset. The net assets of merged subcompanies that are attributable to the minority of shareholder equities will be separately listed in the shareholder equities of consolidated financial statements. If the loss that is borne by the minority of shareholders in the subcompanies exceeds the shares of owners’ equities at the beginning of the subcompanies, the balance will be offset by the minority of shareholder equities. (VIII) Determination Standard for Cash and Cash Equivalent In preparing the cash flow statement, the cash equivalents of the company include the investments with short period (it usually expires within three months from the purchase date), characteristics of high flow, easy conversion to the known amount of cash and little risk of value change. The equity investment will not be deemed as the cash equivalents. (IX) Calculation Method of Foreign Currency Business For the foreign currency transactions, the company employs the spot exchange rate (it normally means the intermediate price of foreign exchange rates issued by People’s Bank of China, the same as below) on the current transaction day and convert them to RMB for book keeping. On the preparation date of balance sheet, the foreign currency monetary items will be converted to RMB for book-keeping in accordance with the spot exchange rate. The difference of spot exchange rates between the preparation date of the balance sheet and the initial confirmation on the previous date of the balance sheet will be accrued to the current profits and losses. The foreign currency non-monetary items calculated with the historical cost method will be converted at the spot exchange rate on the transaction day and the amount of currency used in book-keeping will not be changed. The foreign currency non-monetary items calculated at the fair values will be converted at the spot exchange rate on the transaction day, and the difference between the amount of currency used in book-keeping after the conversion and the amount of original currency used in book-keeping 44 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report will be deemed as the change of fair values and be accrued to the current profits and losses. (X) Conversion of Financial Statement in Foreign Currency 1. The asset and liability items in the balance sheet will be converted at the spot exchange rate on the preparation date of balance sheet. Among the owners’ equity items, all items except the “undistributed profit” item will be converted at the spot exchange rate on the occurrence date. 2. The income and expense items in the profit statement will be converted at the spot exchange rate on the occurrence date. The conversion difference of financial statement in foreign currency caused by the above conversion will be separately listed in the owners’ equity item in the balance sheet. 3. The cash flow statement will be converted at the spot exchange rate on the occurrence date. The effect amount of exchange rate change on the cash will be the adjustment item, and be separately listed in the cash flow statement. (XI) Confirmation and Calculation of Financial Instruments 1. Classification. The financial instruments may be classified to five categories based on the investment purpose and economic essence: ①The financial assets or financial liabilities that are calculated in the fair values and whose changes are accrued to the current profit and loss, including the tradable financial assets or financial liabilities; the financial assets or financial liabilities that are designated to be calculated in the fair values and whose changes will be accrued to the current profit and loss; ② The investments that are held to the maturity dates; ③ Loans and accounts receivable; ④ Saleable financial assets; ⑤ Other financial liabilities. 2. Initial confirmation and subsequent calculation ① The financial assets or financial liabilities that are calculated in the fair values and whose changes are accrued to the current profit and loss: the fair values to get them will be the initial confirmation amount and the relevant transaction expenses will be accrued to the current profit and loss at the time of occurrence. The cash dividends or bond interests in the payments that have been declared to be distributed will be separately confirmed as the receivable items. The interests or cash dividends obtained during the holding period will be confirmed as the investment gains. On the preparation date of financial statement, the changes of fair values will be accrued to the current profit and loss. ② The investments that are held to the maturity dates: the sum of fair values and relevant expenses to get them will be deemed as the initial confirmation amount. The cash dividends or bond interests in the payments that have been declared to be distributed will be separately confirmed as the 45 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report receivable items. The interest incomes confirmed in accordance with the effective interest rate method during the holding period will be accrued to the investment gains. ③ Accounts receivable: the prices in the contracts and agreements with the purchasers will be the initial book-keeping amount. The company employs the actual interest method, and makes the subsequent calculation based on the amortized cost. The profits and losses after termination of confirmation, depreciation or amortization will be accrued to the current profit and loss. ④Saleable financial assets: the sum of fair values and relevant expenses to get them will be deemed as the initial confirmation amount. The cash dividends or bond interests in the payments that have been declared to be distributed will be separately confirmed as the receivable items. The interests and cash dividends generated during the holding period will be accrued to the investment gains. At the end of the period, the saleable financial assets will be calculated in the fair values and the changes of fair values will be accrued to the capital reserves (other capital reserves). ⑤Other financial liabilities: the sum of fair values and relevant expenses to get them will be deemed as the initial book-keeping amount. The subsequent calculation will employ the amortized cost method. The profits and losses after termination of confirmation or amortization will be accrued to the current profit and loss. 3. Determination Method about Fair Values of Main Financial Assets and Financial Liabilities ① For the active financial assets or financial liabilities in the market, the quotations will be used for determination of their fair values. ② For the inactive financial instruments, the enterprises will employ the evaluation technology to determine their fair values. ③ The financial assets that are initially obtained or derived or financial liabilities will take the market transaction prices as the basis to determine their fair values. ④ In case the enterprise employs the discounted cash flow method to determine the fair values, the market return rates of other financial instruments with the essentially same contract terms and characteristics may be used as the discounting rate. In case the short-term accounts receivable without indicating the interest rate and current values of accounts payable have the very small price difference with the actual transaction prices, they will be calculated at the actual transaction prices. 4. Disposal of Financial Asset Depreciation At the end of the period, in case enough evidences prove that all financial assets except those that are calculated in the fair values and whose changes are accrued to the current profit and loss have been depreciated, the depreciation reserve will be withdrawn based on the difference between the expected cash flow values in the future and the book values. (1) Accounts receivable (including the accounts receivable and other accounts receivable) 46 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Confirmation standard and withdrawal method of the bad debt reserve for accounts receivable with large individual amount: Judgment basis or amount standard of Accounts accounting for over 10% of book values of accounts large individual amount receivable If the company makes the depreciation test and there are enough evidences proving that they have been depreciated, the bad debt reserve will be withdrawn based Withdrawal method of bad debt reserve for on the difference between the expected cash flow values in large individual amount the future and the book values. If the company makes the depreciation test and finds that they have not been depreciated, the bad debt reserve will be withdrawn in the age analysis method in line with the credit risk combination. Accounts receivable whose bad debt reserves are withdrawn based on the combination Basis for combination determination The age is taken the confirmation basis of credit risk combination Withdrawal method to withdraw the bad Age analysis method debt reserve based on combination Withdrawal method to withdraw the bad debt reserve for accounts receivable with the age as the credit risk combination: Age Withdrawal p Withdrawal ercentage of Percentage accounts rec eivable Less than one year (including one year) 5% 5% One to two years (including two years) 6% 6% Two to three years (including three years) 20% 20% Three to four years (including four years) 70% 70% Four to five years (including five years) 90% 90% Over five years 100% 100% For the fund transfer between the companies within the consolidation scope, no bad debt reserve will be withdrawn. While making the combination test, if there are the signs indicating that the recovery of some accounts receivable are obviously different from other accounts receivable at this age and otherwise this cannot truly reflect the recovered amount if the bad debt reserve are withdrawn, the individual confirmation method will be employed for withdrawing the bad debt reserve. 47 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Accounts receivable whose individual amount is not large but whose individual bad debt reserve is withdrawn The confirmation basis is that the individual amount is not large Basis for combination confirmation but the age is over 3 years. The company makes the single depreciation test, and the bad debt reserve will be withdrawn based on the difference between the expected cash flow values in the future and Withdrawal method of bad debt reserve the book values. If the company cannot accurately forecast the present value of cash flow in the future, the bad debt reserve will be withdrawn in the age analysis method in line with the credit risk combination. For other accounts receivable (including the notes receivable, prepaid accounts, interests receivable and long-term accounts receivable, etc), the bad debt reserve will be withdrawn based on the difference between the expected cash flow values in the future and the book values. For the accounts that cannot finally be recovered, report them for the approval of writing off such bad debts. (2)The investments that are held to the maturity dates For the investments that are held to the maturity dates, the depreciation test will be made based on numbers of packages of the individual or accounts receivable with similar credit risk characteristics. In case enough evidences prove that they have been depreciated, the depreciation loss will be confirmed and withdrawn based on the difference between the expected cash flow values in the future and the book values. If the depreciation reserves are withdrawn for the investments that are held to the maturity dates, and enough evidences prove that their values have been restored and actually it is related to the facts after confirmation of such loss, the originally confirmed depreciation reserve will be reversed in case it does not exceed the amortized cost on the transfer date of such financial assets without withdrawing the depreciation reserve and will be accrued to the current profit and loss. (3) Saleable Financial Assets In case the fair values of saleable financial assets have greatly dropped, or after considering various relevant factors, this drop tendency is deemed as long-term, the depreciation reserve will be withdrawn based on the difference between the expected cash flow values in the future and the book values. In case the saleable financial assets have been depreciated, the accumulated losses caused by the 48 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report drop of fair values that have been accrued to the owners’ equities will be transferred, and then the depreciation reserve will be confirmed and withdrawn. For the saleable liability instruments whose depreciation loss has been confirmed, if their fair values during the subsequent accounting period have gone up and it is actually related to the facts occurring after the confirmation of original depreciation loss, the originally confirmed depreciation reserve will be reversed and accrued to the current profit and loss. The depreciation loss of the investments in saleable liability instruments will be reversed and accrued to the owners’ equities. (XII) Inventory Calculation Method 1. Inventory Classification Inventory classification: the inventories of the company mainly include the raw materials, packaging materials, products under production, products at stock, processing materials and low-value consumable products, etc. 2. The company employs the perpetual inventory method. 3. Pricing method in purchasing and delivery: The purchased inventories shall be accrued at the actual cost. The purchase and warehousing of various inventories in the company are priced based on the actual cost; The delivery of stock commodities shall be calculated by the weighted average method; whiling the low-value consumable products and packaging materials are taken, they will be accrued to the cost at one time. 4. Confirmation standard and withdrawal method of inventory depreciation reserve After the complete check about the inventories at the end of the period, the inventory depreciation reserve will be withdrawn or adjusted based on the lower between the inventory cost and discountable net value. The discountable net value will be determined after the deduction of the possible cost, marketing expense and relevant taxes from the current evaluation of inventories in the normal production and operation period. Normally, the inventory depreciation reserve will be withdrawn in accordance with the individual inventory item, but for the large quantity of low-unit-price inventories, the inventory depreciation reserve will be withdrawn in accordance with the inventory type; for the inventories that are related to the product series produced and sold in the same area, have the same or similar final usage and purposes and are hard to be separately calculated from other items, their depreciation reserves will be consolidated. On the preparation date of balance sheet, in case the impact factors of the withdrawn inventory depreciation reserve disappear, the deducted inventory values will be restored and reversed in the originally withdrawn 1inventory depreciation reserve; the transferred amount will be accrued to the 49 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report current profit and loss. (XIII) Long-term Equity Investment 1. Initial Calculation (1) Long-term equity investment caused by the enterprise merger ① In case the long-term equity investment are made to obtain the equities of the enterprises under the same control and the company pays the cash, transfers the non-cash assets or bears the liabilities as the consideration for the merger, the book value share on the merging date to obtain the owners’ equities of the merging party will be deemed as the initial investment cost of long-term equity investment. The difference between the initial investment cost of long-term equity investment and paid cash, transferred non-cash assets and book values of liabilities will be supplemented by the capital reserve; in case the capital reserve is not enough, the remaining gains will be adjusted. In case the company issues the equity securities as the merger consideration, the book value share on the merging date to obtain the owners’ equities of the merging party will be deemed as the initial investment cost of long-term equity investment. If the book value amount of the issued shares is deemed as the capital, the difference between the initial investment cost of long-term equity investment and the book value amount of the issued shares will be supplemented by the capital reserve; in case the capital reserve is not enough, the remaining gains will be adjusted. All direct expenses related to the enterprise merger, including the auditing expense, evaluation expense, legal service expense, etc will be accrued to the current profit and loss. ②In case the long-term equity investment are made to obtain the equities of the merging enterprises which are not under the same control, the merger cost will be the paid assets, existing liabilities and fair values of the issued equity securities on the purchasing date to purchase the control right of such enterprises. In case the absorption merger method is employed, the difference between the enterprise merger cost and the identifiable net asset values of such enterprises will be confirmed as the goodwill or accrued to the current profit and loss. In case the controlling merger is employed and the enterprise merger cost is more than the identifiable net asset values of such enterprises in the merger, the difference between them will be confirmed as the goodwill in the consolidated balance sheet. In case the enterprise merger cost is less than the identifiable net asset values of such enterprises in the merger, the difference between them will be accrued to the current profit and loss. All direct expenses related to the enterprise merger will be accrued to the enterprise merger cost (except the issuing expenses of bonds and equity instruments). (2) Other types of long-term equity investment ① In case the cash investment is made to obtain the long-term equity, the actual payment amount will be deemed as the initial investment cost. The initial investment costs also include the direct 50 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report expenses related to the long-term equity investment, taxes and other necessary expenses. ②In case the long-term equity investment is made by issuing the equity securities, the fair values of issued equity securities will be deemed as the initial investment cost. ③For the long-term equity investment made by the investors, the values agreed in the investment contracts or agreements will be deemed as the initial investment cost, except that the contracts or agreements provide that the values are not fair. ④In case the long-term equity investment is made by exchanging the non-currency assets, and this exchange has the commercial substance and the fair values of said assets can be reliably calculated, the fair values of the assets and relevant taxes will be deemed as the initial investment cost; the difference between the fair values of the assets and book values will be accrued to the current profit and loss; in case the non-currency asset exchange does not have the above two conditions, the book values of the assets and relevant taxes will be deemed as the initial investment cost. ⑤In case the long-term equity investment is made by the mode of liability restructure, the fair values of the obtained equities will be deemed as the initial investment cost; the difference between the initial investment cost and book values of liabilities will be accrued to the current profit and loss. 2. Subsequent Calculation (1) The cost method is employed to calculate the long-term equity investment of subcompanies and will be adjusted in accordance with the equity method in the preparation of the consolidated financial statements. (2) The cost method is used to calculate the long-term equity investments in the invested units which are not under the common control or of important impact, are not quoted in the active market or whose fair values cannot be reliably calculated. In employing the cost method, add or return the cost used for adjusting the long-term equity investment. The current investment gains are only limited to the distributed amount of accumulative net profit generated by the investment in the invested units since the investment completion. The profits or cash dividends exceeding the above amount that are declared to be distributed by the invested units will be deemed as the return of initial investment cost, deducting the book values of investments. (3) The equity method is used to calculate the long-term equity investments in the invested units, which are under the common control or of important impact. In employing the cost method, in line with the net profit and loss share of invested units to be distributed or borne, confirm the profit and loss of investments and adjust the book values of long-term equity investments. The profit and loss 51 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report of current investment will be the net profit or net loss share of invested units to be distributed or borne in the current year. In confirming the net loss of invested units to be borne, the limit is the zero of book values of investment (except that the investment enterprises bear the obligations for additional loss); in case the invested units make the net profits in the future and the distribution amount of gains exceeds the unconfirmed loss amount, the book values of investment will be restored subject to the unconfirmed loss amount to be borne. (4) In case the invested units employs the different accounting policies and accounting periods from the investment enterprises, the accounting policies and accounting periods of the investment enterprises will be employed to adjust the financial statements of invested units and confirm the investment gains. As regards the other changes of owners’ equities except the net profit and loss of the invested units, the investment units will adjust the book values of long-term equity investments and accrue them to the owners’ equities. (5) In disposing of the long-term equity investment, the difference between the book values and actual payments will be accrued to the current profit and loss. In case the equity method is employed to calculate the long-term equity investment and the other changes of owners’ equities except the net profit and loss of the invested units are accrued to the owners’ equities, the part that has been accrued to the owners’ equities will be proportionally transferred to the current profit and loss. 3. Confirmation standard and withdrawal method of depreciation reserve for long-term equity investment In case the cost method is used to calculate the long-term equity investments which are not quoted in the active market or whose fair values cannot be reliably calculated, the depreciation loss will be determined based on the difference between the book values and current values determined by the discounting of future cash flow in line with the current market return rate of similar financial assets. For the other long-term equity investments, in case the calculation results of receivable amounts indicate that the receivable amount of this long-term equity investment is less than their book values, the difference will be confirmed as the asset depreciation losses. Once the depreciation loss of long-term equity investment is confirmed, they will not be reversed. (XIV) Real Estate for Investment The real estates for investment refer to the real estates that are held for the purpose of earning the rent or capital increment, or for both of them, including the land use rights that have been rented or will be transferred after the value increment, or the structures that have been rented. The company employs the cost mode to calculate the current real estates for investment and withdraws the depreciation or amortization in accordance with the same depreciation or amortization 52 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report policies of fixed assets and intangible assets in the company. In case the real estates for investment are transferred to other assets or other assets are transferred to the real estates for investment, the book values of real estates before the transfer will be the book values after the transfer. In case the company sells, transfers and rejects the real estates for investment or the real estates for investment are damaged, the remaining amount after the deduction of book values and relevant taxes from disposal incomes will be accrued to the current profit and loss. In case the received amount is less than the book values, the depreciation reserve will be withdrawn based on the difference between the receivable amount of individual real estate for investment and their book values; Once the depreciation losses are withdrawn, they will not be reversed. (XV) Fixed Asset Pricing and Depreciation Method 1. Confirmation condition for fixed assets The fixed assets refer to the tangible assets with the usage life of over one accounting year that are held for commodity production, labor provision, renting or operational management The fixed assets will be confirmed if they meet the following conditions: (1) The economic benefits related to this fixed asset probably flow to the enterprise; (2) The cost of this fixed asset may be reliably calculated. 2. Classification of Fixed Assets The fixed assets may be classified into the following items: houses and buildings, machine equipments, transportation equipments, electronic equipment and others. 3. Calculation of fixed assets The actual costs of fixed assets will be deemed as the initial calculation amount. (1) In case the prices to purchase the fixed assets exceed the normal credit conditions and cause the payment deferment and are characteristic of the financing nature, the costs of fixed assets will be determined based on the current values of purchase prices. (2) In case the fixed assets are obtained by the liability restructure to write off the liabilities of debtors, their book values will be determined based on the fair values of this fixed asset. The difference between the book values of restructuring liabilities and the fair values of this fixed asset will be accrued to the current profit and loss. In case the non-currency asset exchange is characteristic of commercial substance and the fair values of received or delivered assets can be reliably calculated, the book values of received fixed assets in the non-currency asset exchange will normally be determined based on the fair values of delivered assets, except that the accurate evidences indicate that the fair values of received assets are more reliable. In case any non-currency asset exchange 53 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report does not meet the above conditions, the book values of delivered assets and the payable taxes will be deemed as the costs of received fixed assets. No profit and loss will be confirmed. (3) The book values of fixed assets to be obtained by the absorption merger from the enterprises which are under the same control will be determined based on the book values of merging party; the book values of fixed assets to be obtained by the absorption merger from the enterprises which are not under the same control will be determined based on their fair values. The rejection expenses of fixed assets will be calculated and accrued to the book values of fixed assets based on the current values. In case the subsequent payments related to the fixed assets make the economic benefits generated by the inflow of this fixed asset to the enterprise exceed the original evaluations, the exceeding part will be accrued to the book values of fixed assets. The increased amount will not exceed the receivable amount of this fixed asset. 4. The depreciation method of fixed assets: the average life method is used to calculate the depreciation of fixed assets in the company from the next month after such fixed assets meet the expected usable conditions. The depreciation life, annual depreciation rate and assessed residual value rate of various fixed assets are listed as follows: Fixed Asset category Depreciation life Annual depreciation Assessed residual (years) rate value rate Houses and buildings 20 4.5%-4.75% 5%-10% Machine equipments 10 9%-9.5% 5%-10% Transportation 5 18%-19% 5%-10% equipments Electronic equipment 5 18%-19% 5%-10% and others 5. Confirmation about the depreciation reserve of fixed assets: at the end of each period, the company will judge if relevant assets have any signs of possible depreciation. If so, the company will evaluate the receivable amount. The receivable amount will be determined based on the larger one between the net amount after the deduction of disposal expenses from the fair values of this asset and the current values of expected cash flow of this asset in the future. If the receivable amount of this asset is less than the book values, the difference will be confirmed as the depreciation loss of assets. The depreciation reserves of fixed assets will be withdrawn subject to the individual asset. Once the depreciation losses of assets are confirmed, they will not be reversed in the future 54 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report accounting period. In withdrawing the depreciation for the fixed assets whose depreciation reserves have been withdrawn, based on the book values of this fixed asset and the remaining usage life, the depreciation rate and depreciation amount will be calculated and determined once again. The fixed assets whose depreciation reserves have been fully withdrawn will not be withdrawn once again. (XVI) Calculation Method of Projects under Construction 1. Classification of projects under construction The projects under construction will be calculated based on the classification of proposed projects. 2. Transfer time of projects under construction to fixed assets For the projects under construction, all expenses occurring before they are ready for the use will be the book values as the fixed assets. In case the projects under construction has been ready for use but the final accounts for completion have not been handled, from the date when such projects has been ready for use, the company will evaluate the values and determine the costs based on the project budgets, prices or actual costs of projects, etc and the depreciation amount will also be withdrawn; when the final accounts for completion are handled, the company will adjust the originally evaluated values subject to the actual costs, but will not adjust the withdrawn depreciation amount. 3. Depreciation of projects under construction: at the end of the period, the company will judge if the depreciation reserves are withdrawn based on the depreciation signs of such projects. In case the projects that have been stopped for a long time and will not be rebuilt within three years are expected to be depreciated, the depreciation reserves for such projects will be withdrawn for the difference amount between the receivable amount and the book values. Once the depreciation reserves for such projects are withdrawn, they will not be reversed. (XVII) Loan expense 1. In case the loan expenses occurring in the company may directly be attributable to the construction and productions of assets complying with the capitalization conditions , they will be capitalized and accrued to the relevant capital costs; other loan expenses will be confirmed as the expenses based on the actual amount in the time of occurrence and accrued to the current profit and loss. The assets complying with the capitalization conditions mean the assets such as fixed assets, real estates for investment and inventory, etc that need a long time of construction and production activities before being ready for use or for sales. The loan expenses begin to be capitalized under the following circumstances: (1) The asset payments that have been made include the payments such as the paid cashes, 55 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report transferred non-currency assets or borne liabilities with the interests to construct or produce the assets complying with the capitalization conditions; (2) The loan expenses have occurred; (3) The necessary construction or production activities to make the assets ready for use or sales have been launched. 2. During the capitalization period, the capitalized amounts of interests (including the amortization of discounting or premium) during each accounting period will be determined in accordance with the following provisions: (1) For the special loans that are borrowed to construct or produce the assets complying with the capitalization conditions, the company will determine capitalized amounts by deducting the interest incomes generated from the depositing of unused loan capitals in the banks or the investment returns from temporary investments from the interest expenses occurring in the current period of special loans. (2) For the general loans that are used to construct or produce the assets complying with the capitalization conditions, the interest amount of general loans to be capitalized will be determined by multiplying the weighed average amount of the asset payments by which the accumulated assets exceed the special loans with the capitalization rate of general loans. The capitalization rate will be determined based on the weighed average interest rate of general loans. The capitalization period means the period from the starting time to ending time of the loan expense capitalization, and the period in which the loan expense capitalization is suspended will not be included. 3. In case the loans have the discounts or premiums, the company will adjust the interest amount in each period based on the amortized discount and premium amounts in each accounting period in accordance with the effective interest rate method. 4. During the capitalization period, the company will capitalize the difference between foreign exchanges about the principals and interests of special foreign currency loans, and accrue it to the asset costs complying with the capitalization conditions. 5. The capitalization of loan expenses for the assets complying with capitalization conditions that have been constructed or produced and are ready for use or sales will be stopped. The loan expenses occurring after the assets complying with capitalization conditions are ready for use or sales will be confirmed as the expenses based on the actual amounts and be accrued to the current profit and loss. (XVIII) Calculation Method of Intangible Assets 56 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report 1. Confirmation condition of intangible assets The intangible assets mean the identifiable non-currency assets without the actual substance status that are owned or controlled by the enterprises. Only the intangible assets meeting the following conditions will be confirmed: (1) The economic benefits related to this intangible asset probably flow to the enterprise; (2) The cost of this fixed asset may be reliably calculated. 2. Pricing of intangible assets The intangible assets will be originally calculated based on the actual costs. (1)In case the prices to purchase the intangible assets exceed the normal credit conditions and cause the payment deferment and are characteristic of the financing nature, the costs of intangible assets will be determined based on the current values of purchase prices (2) In case the intangible assets are obtained by the liability restructure to write off the liabilities of debtors, their book values will be determined based on the fair values of this intangible asset. The difference between the book values of restructuring liabilities and the fair values of this intangible asset will be accrued to the current profit and loss. In case the non-currency asset exchange is characteristic of commercial substance and the fair values of received or delivered assets can be reliably calculated, the book values of received intangible assets in the non-currency asset exchange will normally be determined based on the fair values of delivered assets, except that the accurate evidences indicate that the fair values of received assets are more reliable. In case any non-currency asset exchange does not meet the above conditions, the book values of delivered assets and the payable taxes will be deemed as the costs of received intangible assets. No profit and loss will be confirmed. (3) The book values of intangible assets to be obtained by the absorption merger from the enterprises which are under the same control will be determined based on the book values of merging party; the book values of intangible assets to be obtained by the absorption merger from the enterprises which are not under the same control will be determined based on their fair values. 3. Usage life and amortization of intangible assets In obtaining the intangible assets, the company will analyze and judge their usage life. In case their usage life is limited, the company will evaluate the usage years or the quantity of calculation units such as the capacity constituting the usage life; in case it’s impossible to evaluate the usage life when the intangible assets bring the benefits to enterprises, it will be deemed that the usage life of 57 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report such intangible assets is uncertain. Amortization method of intangible assets: for the intangible assets with the limited usage life, the average amortization amount in the usage life will be accrued to the profit and loss. For the intangible assets with the uncertain usage life, no amortization will be made. At the end of each year, the company will recheck the usage life of intangible assets with the limited usage life and amortization method. In case the usage life and amortization method are different from the original ones, the amortization life and method after the recheck will be employed. 4. The depreciation of intangible assets will be handled in accordance with the accounting polices about asset depreciation. Once the depreciation losses of intangible assets are confirmed, they will not be reversed in the future accounting period. (XIX) Research and Development Expenses The expenses for the research and development of projects in the company include the expenses for the research stage and development stage. The expense for the research stage means the expense occurring for the planned investigations of the company about the innovative exploration in order to obtain and understand the latest science and technical knowledge, which are the preparations made for the further development activities; whether the already done research activities will be transferred to the development or the development will turn to the intangible assets has a lot of uncertainty. The expense for the development stage means the expense occurring to apply the research results or other knowledge to a certain plan or design and produce the new or substantially improved materials, equipments and products, etc before the launch of commercial production and use. Compared with the research stage, the development stage comes on the basic condition that the research stage work is completed and has greatly turned to a new product or technology. The expense in the research stage of projects in the company will be accrued to the current profit and loss in the time of occurrence; the expense in the development stage will be confirmed as the intangible assets if the following conditions are met: 1. The completion of this intangible asset will make it have the feasibility to be able to be used or sold. 2. Complete this intangible asset for the purpose of use and selling. 3. The means by which the intangible assets bring the economic benefits. 4. Have enough technical and financial resources and other supports to complete the development 58 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report of this intangible asset and be able to use and sell this intangible asset. 5. The expense attributable to the development stage of this intangible asset can be reliably calculated. (XX) Amortization Method of Long-term Amortization Expenses The overhaul payment of fixed assets in the company will be averagely amortized during the overhaul interval; other long-term amortization expenses will be averagely amortized during the benefiting period. (XXI) Asset Depreciation 1. Definition of asset depreciation The asset depreciation means that the receivable amount of assets is less than their book values. On the preparation date of balance sheet, the company will judge if relevant assets have any signs of possible depreciation. If so, the company will evaluate the receivable amount. In case the receivable amount of assets is less than their book values, such book values will be deducted to the receivable amount and the deducted amount is confirmed as the depreciation loss of assets and accrued to the current profit and loss; at the same time, the relevant depreciation reserves of assets will be withdrawn. Once the depreciation losses of assets are confirmed, they will not be reversed in the future accounting period. After the confirmation of depreciation losses of assets, the depreciation or amortization expenses of assets will be adjusted in the future period so that in the remaining usage life of this asset, the company will systemically amortize the adjusted book values of assets. The following signs indicate that the assets are possibly depreciated: (1) The market prices of assets drop greatly and the drop extent is clearly higher than the expected drop for the time passage or normal use. (2) The economic, technical or legal environments and markets where the company is operating are greatly changing in the current period or in the near future, which will exercise the unfavorable impacts on the company. (3) The interest rate or other investment return rate in the market have been enhanced in the current period, which will influence on the calculation of the discounting rate of cash flow values in the future and lead to the great decrease of receivable amount of assets. (4) The evidences indicate that the assets have been too old or the substances have been damaged. (5) The assets have been or will be left unused, stopped to be used or planned to be disposed in 59 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report advance. (6) The evidences from the internal reports in the company indicate that the economic performance of assets have been or will be less than the expected performance. For example, the net cash flow or operating profits (or losses) created by the assets are greatly less (more) than the expected amounts, etc. (7) Other signs that indicate the assets may possibly be depreciated. 2. Determination of depreciation loss of assets (1) At the end of the period, the company will inspect the long-term equity investment, fixed assets, projects under construction, intangible assets and goodwill, etc to judge if there are any signs of possible depreciation. For the goodwill caused by the enterprise merger and the intangible assets with the uncertain usage life, whether there are signs of possible depreciation, the depreciation tests will be made each year. (2) If the assets have any signs of possible depreciation, the company will evaluate the receivable amount. The receivable amount will be determined based on the larger one between the net amount after the deduction of disposal expenses from the fair values of this asset and the current values of expected cash flow of this asset in the future. If the receivable amount of this asset is less than the book values, such book values will be deducted to the receivable amount and the deducted amount is confirmed as the depreciation loss of assets and accrued to the current profit and loss. The depreciation tests of goodwill and its relevant asset groups (or asset group combination, the same below) will be made. The goodwill reflected in the consolidated financial statement will not include the goodwill of subcompany attributable to the equity for the minority of shareholders; but the tests of the depreciation about relevant asset groups will include the goodwill attributable to the equity for the minority of shareholders; the company will adjust the book values of asset groups and compare the adjusted book values of asset groups with their receivable amounts to determine if the asset groups (including the goodwill) are depreciated. If so, the company will deduct the equity share of the minority of shareholders from the above losses to determine the depreciation losses of goodwill attributable to the parent company. Once the depreciation losses of assets such as the long-term equity investment, the real estates for investment calculated by the cost mode, fixed assets, intangible assets and goodwill are confirmed, they will not be reversed in the future accounting periods. 3. Calculation method of asset group (1) Generally, the company will evaluate the receivable amount subject to the individual asset. In 60 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report case the receivable amount of individual asset cannot be evaluated, the receivable amount of asset groups will be determined based on the asset groups containing this asset. The determination of asset groups will be based on whether the main cash inflow generated by the asset groups are independent from other assets or cash inflow of asset groups; at the same time, it’s necessary to consider the production and operation management mode of the company and the policy-deciding mode about the continuous use or disposal of assets, etc. Once the asset groups are determined, they will not be changed in each accounting period. (2) The receivable amount of asset groups will be determined based on the larger one between the net amount after the deduction of disposal expenses from the fair values of this asset group and the current values of expected cash flow in the future.. (3) If the receivable amount of the asset group or asset group combination is less than the book values, the relevant depreciation loss will be confirmed. The depreciation loss amount will at first write off the book values of goodwill that are amortized to the asset groups or asset group combinations, then based on the percentage of book values of various other assets except the goodwill in the asset groups or asset group combination, write off the book values of various other assets in the above proportion. (XXII) Confirmation Principle of Expected Liabilities 1. Confirmation Principle of Expected Liabilities The obligations related to contingent events that meet the following conditions at the same time will be confirmed as the liabilities: (1) This obligation is the current obligation of the company; (2) The performance of this obligation will probably cause the economic benefits to flow out of the company; (3) The amount of this obligation can be reliably calculated. In case the loss contracts and restructuring obligations of the company meet the above conditions, they will be confirmed as the expected liabilities. 2. Determination method about optimum evaluation amount of expected liabilities In case the necessary payments have a amount scope, the optimum evaluation amount will be determined based on the average amount between the upper and lower limits of amounts; in case the necessary payments do not have such a amount scope, the optimum evaluation amount will be determined in the following method: 61 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report (1) If the contingent events involve the individual project, the optimum evaluation amount will be determined based on the possible amount; (2) If the contingent events involve many projects, the optimum evaluation amount will be determined based on the possible amount and occurrence probability. In case all or parts of payments about the confirmed liquidation liabilities are expected to be compensated by the third parties or other parties and the compensation amount are surely received, such amounts will be separately confirmed. The confirmed compensation amounts will not exceed the book values of confirmed liabilities. (XXIII) Repurchase of company shares If, after obtaining the approval in accordance with the legal procedures, the company reduces the share capitals by repurchasing the company shares, the share capitals will be reduced based on the total book values of cancelled shares; the owners’ equities will be adjusted based on the differences between the prices (including the transaction expenses) paid to repurchase the shares and book values of shares; the remaining amount exceeding the total book values will be offset against the capital reserve (share premium), surplus reserve and undistributed profit in sequence; if the prices are less than the total book values, the amounts less than total book values will be compensated by adding the capital reserve (share premium). Before the shares repurchased by the company are cancelled or transferred, they will be managed as the inventory shares; all payments to repurchase the shares will be transferred to the costs of inventory shares. In transferring the inventory shares, if the incomes from such transfers exceed the costs of inventory shares, the remaining incomes will be added to the capital reserves (share premiums); if the incomes from such transfers are less than the costs of inventory shares, the part less than such costs will be offset against the capital reserves (share premiums), surplus reserve and undistributed profit in sequence. (XXIV) Confirmation Principle of Income 1. Commodity sales The company has transferred the main risks and rewards about commodity ownership to the purchasers; the company does not reserve any continuous management rights normally related to the ownership nor performs any effective control about the sold commodities; the income amounts will be reliably calculated; the relevant economic benefit will probably flow into the enterprise; in case the relevant costs that have occurred or will occur may be reliably calculated, the achievement of operating incomes will be confirmed. 2. Provision of labors 62 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report In case on the preparation date of balance sheet the results about labor provision transaction can be reliably evaluated, the labor income will be confirmed by the completion percentage method. Based on the actual situation, the completion progress of labor provision will be determined in the following methods: (1) Measurement about the work that has already been completed. (2) The percentage of the provided labors in the total labor capacity. (3) The percentage of the occurring costs in the total costs. The company will determine the total amount of labor provision based on the prices in contracts and agreements that have been received or will be receivable, except that such prices are not fair. On the preparation date, the current labor incomes will be determined based on the amount after the total labor income amount multiplied by the completion progress deducts the accumulated labors in the past accounting periods. In case the labor transaction results on the preparation date of balance sheet cannot be reliably evaluated, they will be handled by the following means: (1) In case the labor costs that have occurred can be compensated, the labor income will be confirmed based on such labor costs and the same amounts will be settled as the labor costs. (2) In case the labor costs that have occurred cannot be compensated, such labor costs will be accrued to the current profit and loss and will not be confirmed as the labor costs. 3. Use right of transferred assets In case the economic benefits related to the transaction will probably flow into the enterprise and the income amounts can be reliably calculated, the company will determine the income amount about use right of transferred assets by the following means: (1) The interest income amount will be calculated and determined based on the use time of currency capital from the company by others and effective interest rate. (2) The income amount of use expenses will be calculated and determined subject to the charging time and method agreed in the relevant contracts and agreements. (XXV) Governmental allowance 1. Confirmation principle: only the governmental allowance meeting the following conditions will be confirmed: (1) The enterprises can meet the relevant conditions required by the governmental allowance; (2) The enterprises can receive the governmental allowance. 63 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report 2. Calculation: If the governmental allowances are the monetary assets, they will be calculated at the received or receivable amounts. If the governmental allowances are the non-monetary assets, they will be calculated at the fair values; if the fair values are not reliably given, they will be calculated at the nominal amounts. 3. Accounting processing: the governmental allowances related to assets will be confirmed as the deferred gains, be averagely distributed in the usage life of relevant assets, and be accrued to the current profit and loss. The governmental allowances calculated in the nominal amounts will be directly accrued to the current profit and loss. The governmental allowances related to gains will be separately processed in the following cases: (1) The governmental allowances that are used to compensate the relevant expenses and losses of enterprises in the future periods will be confirmed as the deferred gains, and be accrued to the current profit and loss in the confirmed periods of relevant expenses. (2) The governmental allowances that are used to compensate the relevant expenses and losses of enterprises that have occurred will be accrued to the current profit and loss. (XXVI) Confirmation about deferred income tax assets and liabilities Based on the differences between the book values of assets and liabilities and taxation basis (for the items that have not been confirmed as the assets and liabilities, if their taxation basis may be determined in accordance with the taxation provisions, the difference between such taxation basis and their book values will be applied), the deferred income tax assets or deferred income tax liabilities will be confirmed at the applicable tax rate during the expected periods of returning such assets or settling such liabilities. The company will confirm the deferred income tax assets generated by the deductible temporary difference within the limit of taxable income amount that may be obtained and used to deduct such difference. On the preparation date of balance sheet, if enough evidences prove that the taxable income amounts that may be probably obtained in the future periods may be used to deduct the deductible temporary differences, they will be confirmed as the deferred income tax assets that have not been confirmed in the previous accounting periods. On the preparation date of balance sheet, the company will recheck the book values of deferred income tax assets. If the taxable income amounts cannot be obtained in the future periods to be used to deduct the benefits of deferred income tax assets, the company will reduce the book values of deferred income tax assets. If there is great possibility to obtain enough taxable income amounts, 64 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report the reduced amounts may be reversed. (XXVII) Accounting Processing Method of Income Tax The accounting processing of income tax in the company employs the balance sheet liability method. 1. Confirmation of deferred income tax assets (1) The company will confirm the deferred income tax assets generated by the deductible temporary difference within the limit of taxable income amount that may be obtained and used to deduct such difference. But, at the same time, the deferred income tax assets generated by the initial confirmation of assets or liabilities in the transactions with the following characteristics will not be confirmed: ① This transaction is not the enterprise merger; ② The occurrence of transactions will not affect the accounting profits nor affect the taxable income amount (or the deductible loss). (2) In case the deductible temporary difference related to the investments in the subcompany, affiliated companies and joint ventures by the company meet the following conditions at the same time, they will be confirmed as the corresponding deferred income tax assets: ① The temporary difference will probably be reversed in the foreseeable future; ② The taxable income tax amount that is used to deduct the temporary difference will probably be obtained in the future. (3) If the company can settle the deductible loss and tax deduction in the coming years, the company will confirm the relevant deferred income tax assets within the limit of taxable income amount in the future that may be obtained and used to deduct such deductible loss and tax deduction. 2. Confirmation of deferred income tax liabilities Except the deferred income tax liabilities generated by the following cases, the company will confirm the deferred income tax liabilities generated by the all taxable temporary difference. (1) Initial confirmation of goodwill; (2) Initial confirmation of assets or liabilities generated by the transactions complying with the following characteristics at the same time: ① This transaction is not the enterprise merger; ② The occurrence of transactions will not affect the accounting profits nor affect the taxable income 65 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report amount (or the deductible loss). (3) The taxable temporary difference related to the investments in the subcompany, affiliated companies and joint ventures by the company meet the following conditions at the same time: ① The investment enterprises can control the reversion time of temporary difference; ② The temporary difference will not probably be reversed in the foreseeable future. 3. Calculation of income tax expenses The company will accrue the current income taxes and deferred income taxes to the current profit and loss as the income tax expenses and benefits, but will not include the income taxes generated in the following cases: ① Enterprise merger; ② Transactions or items that are directly confirmed in the owners’ equities. (XXVIII) Accounting Policies, Accounting Evaluation Changes and Correction of Accounting Errors During this period, the company has not made any changes about accounting policies and accounting evaluation or any correction of accounting errors. III. Taxes The applicable tax items and tax rate of the company are listed as follows: Tax Item Taxation Basis Tax Rate Sales income of products and Value-added tax 17% materials Sales tax Taxable sales income 5% Urban maintenance and Payable circulating tax amount 5%, 7% construction tax Educational surtax Payable circulating tax amount 3% Enterprise income tax Payable income tax amount Note Note: the enterprise income tax rates will be subject to the following regulations: Company Name Actual Note Tax Rate Sichuan Guangda Pharmaceutical Co., Ltd*1 15% The preferential policies about enterprise income tax for the Grand Development of Western Regions in accordance with the Notice of Preferential 66 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Policies about Enterprise Income Tax in the Transitional Period (Guo Fa [2007] No. 39) and the Notice of the Issues on Tax Preferential Policies for the Grand Development of Western Regions Jointly Issued by the Ministry of Finance, the State Administration of Taxation and the General Administration of Customs (Cai Shui [2001] No. 202) will continue to be implemented by the end of 2010. Livzon (Hongkong) Co., Ltd and Hongkong 16.5% The policies about enterprise income taxes in Antao Development Limited Hongkong area will be applied. Fuzhou Fuxing Pharmaceutical Co., Ltd 25% under Livzon Group, Gutian Fuxing Pharmaceutical Co., Ltd, Shanxi Datong Livzon Qiyuan Medicine Co., Ltd, Longxi Livzon Shenyuan Medicine Co., Ltd, Jiaozuo Livzon Syntpharm Co., Ltd, Zhuhai Livzon Dankang Biotechnology Co., Ltd and Livzon Group Vaccine Engineering Co., Ltd Livzon Pharmaceutical Group Inc., Limin 15% Xinbeijiang Pharmaceutical Co., Ltd under Livzon Pharmaceutical Co., Ltd under Livzon Group was granted as the hi-tech enterprises in Group, Livzon Pharmaceutical Factory under 2010, and other companies were granted as the Livzon Group, Livzon Syntpharm Co., Ltd in hi-tech enterprises in 2008; the validity period is 3 Zhuhai Bonded Area, Shanghai Livzon years. Pharmaceutical Co., Ltd 、 Lida Pharmaceutical Co., Ltd in Zhuhai Bonded Area and Xinbeijiang Pharmaceutical Co., Ltd under Livzon Group*2 Other subcompanies 24% In accordance with the Notice of Preferential Policies about Enterprise Income Tax in the Transitional Period (Guo Fa [2007] No. 39) issued st by the State Council, from the date of January 1 , 2008, the legal tax rate will, within 5 years after the implementation of new laws, be gradually applied 67 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report to the enterprises that ever enjoyed the low preferential tax rate. The enterprises enjoying the tax rate of 15% will pay the income tax at 24% in 2011. *1Sichuan Guangda Pharmaceutical Co., Ltd enjoyed the preferential policies about enterprise income tax for the Grand Development of Western Regions by the end of 2010 and implemented the tax rate of 15%. After the beginning of 2011, the nation has not issued any new files, so the company will still report the enterprise income tax to the competent taxation authorities at the tax rate of 15%. *2Livzon Pharmaceutical Group Inc., Limin Pharmaceutical Co., Ltd under Livzon Group, Livzon Pharmaceutical Factory under Livzon Group, Livzon Syntpharm Co., Ltd in Zhuhai Bonded Area, Shanghai Livzon Pharmaceutical Co., Ltd and Lida Pharmaceutical Co., Ltd in Zhuhai Bonded Area were granted as the hi-tech enterprises in 2008; the validity period is 3 years and the tax rate is 15%. At present, these enterprises are applying for the qualification of next generation of hi-tech enterprises, and they will temporarily report the enterprise income tax to competent taxation authorities at the tax rate of 15%. IV. Enterprise Merger and Consolidated Financial Statements (I) Subcompanies that are obtained by the establishment or investment, etc Registered Business Registered capital Subcompany Name Subcompany type Operation scope place nature Antao Development Limited Wholly-owned Hongkong Investment HKD 0.5 million subcompany Livzon (Hongkong) Co., Ltd Wholly-owned Hongkong Investment HKD 61 million subcompany Zhuhai Modern Chinese Wholly-owned Zhuhai City Service industry RMB 6 million Yuan Research and development of Chinese Medicine Hi-tech Co., Ltd subcompany medicines and Chinese medicine technologies and equipments; technical service and consultancy Livzon Pharmaceutical Factory Wholly-owned Zhuhai City Pharmaceutical RMB 442.10930913 Production and sales of Chinese and under Livzon Group subcompany production million Yuan western medicines, medical instruments and sanitation materials Livzon Medicine Marketing Co., Wholly-owned Zhuhai City RMB20 million Yuan Sales of products from the company Commodity sales Ltd under Livzon Group subcompany and all medical subcompanies Zhuhai Livzon Medicine Trade Wholly-owned Zhuhai City RMB 60 million Yuan Import and export of Chinese and Commodity sales Co., Ltd subcompany western medicine preparations and 68 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report materials and medical intermediates, etc. Chinese and western medicine preparations and materials, medical intermediates, chemical materials, sanitation materials, sanitation products, healthcare foodstuffs, invigorant, biological products, bio-chemical preparations, medical cosmetics and medical instruments Shanghai Livzon Pharmaceutical Wholly-owned Shanghai City Pharmaceutical RMB 87.33 million Y Production and sales of water injection, Co., Ltd subcompany production uan capsules, power, tablets, lyophilized preparation, bio-chemical and peptide material medicines Livzon Syntpharm Co., Ltd in Wholly-owned Zhuhai City Pharmaceutical RMB 102.28 million Production and sales of chemical Zhuhai Bonded Area subcompany production Yuan material medicine, medical preparations, medical intermediates and chemical products Zhuhai Livzon Reagent Co., Ltd Controlling Zhuhai City Pharmaceutical RMB 46.45 million Production and sales of bio-chemical, subcompany production Yuan immune and chemical reagents, biological products, sanitation products and medical analyzer equipments Lida Pharmaceutical Co., Ltd in Wholly-owned Zhuhai City Pharmaceutical RMB 26 million Yua Production, processing and sales of Zhuhai Bonded Area subcompany production n chemical material medicines, medical preparations, medical intermediates, chemical products; warehousing. Shanxi Datong Livzon Qiyuan Subcompany under Hunyuan RMB 4 million Yuan Plantation and processing of Medicine Co., Ltd controlling subcompany County astragalus membranaceus; purchase Plantation and sales of Chinese medicines industry (except those that are restricted by the nation) Longxi Livzon Shenyuan Subcompany under Longxi County RMB 4 million Yuan Purchase, plantation, processing and Plantation Medicine Co., Ltd controlling subcompany industry storage of Chinese medicines allowed by the nation Zhuhai Livzon Advertising Co., Wholly-owned Zhuhai City Service industry RMB 1 million Yuan Design, production, agency and Ltd subcompany publication of various advertisements at home and abroad 69 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Zhuhai Livzon – Bai A Meng Controlling Zhuhai City Pharmaceutical RMB 12 million Yua Production and sales of Hydroxyapatite n Biological Materials Co., Ltd subcompany production materials, plasma spraying HA-Ti artificial tooth and artificial hip, HA porous ceramic grains, and porous hydroxyapatite ceramic products. Zhuhai Livzon Meidaxin Wholly-owned Zhuhai City Service industry RMB 1 million Yuan Technical research and development of Technology Development Co., subcompany information and products related to medicines and health-care products; Ltd technical consultancy and service Jiaozuo Livzon Syntpharm Co., Wholly-owned Jiaozuo City Pharmaceutical RMB70 million Yuan Production and sales of medical intermediates, chemical products (the Ltd subcompany production above products do not include the dangerous chemical products and chemical products used for drugs-making) (for the above items that involve the special approval, the license or relevant approval documents must be obtained before performing the production and operation) Zhuhai Livzon Dankang Controlling Zhuhai City Service industry RMB 100 million Yuan Technical research and development of biological Biotechnology Co., Ltd*1 subcompany medicine products and antibody medicines Livzon Group Vaccine Controlling Zhuhai City Service industry RMB 65 million Yua Technical research and development of Engineering Co., Ltd subcompany n bio-medicine products and vaccines Wenshan Livzon Panax Controlling Wenshan City Plantation RMB 3 million Yuan Plantation and sales of Panax Notoginseng Notoginseng Plantation Co., Ltd subcompany industry and sales of agricultural side products (not *2 including the grains purchase) Subcompanies that are obtained by the establishment or investment, etc (continued) Actual investment Other item balances that become the net Shareholding Voting percentage Subcompany Name amount at the end investment to percentage % % of period subcompanies Antao Development Limited HKD 0.5 million 119,761,335..92 100% 100% Livzon (Hongkong) Co., Ltd HKD61 million 19,639,866.43 100% 100% Zhuhai Modern Chinese Medicine RMB 6 million Yuan Hi-tech Co., Ltd 0.00 100% 100% Livzon Pharmaceutical Factory under RMB 423.25 million Yuan Livzon Group 0.00 100% 100% Livzon Medicine Marketing Co., Ltd RMB 20 million Yuan 0.00 100% 100% 70 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report under Livzon Group Zhuhai Livzon Medicine Trade Co., Ltd RMB 60 million Yuan 0.00 100% 100% Shanghai Livzon Pharmaceutical Co., RMB 87.33 million Yua n Ltd 0.00 100% 100% Livzon Syntpharm Co., Ltd in Zhuhai RMB 102.28 million Yu an Bonded Area 0.00 100% 100% Zhuhai Livzon Reagent Co., Ltd RMB 23.69 million Yua n 0.00 51% 51% Lida Pharmaceutical Co., Ltd in Zhuhai RMB 26 million Yuan Bonded Area 0.00 100% 100% Shanxi Datong Livzon Qiyuan Medicine RMB 3.7 million Yuan Co., Ltd 0.00 81.48% 92.50% Longxi Livzon Shenyuan Medicine Co., RMB 3.6 million Yuan Ltd 0.00 79.28% 90% Zhuhai Livzon Advertising Co., Ltd RMB 1 million Yuan 0.00 100% 100% RMB 9.84 million Yuan Zhuhai Livzon – Bai A Meng Biological Materials Co., Ltd 0.00 82% 82% RMB 1 million Yuan Zhuhai Livzon Meidaxin Technology Development Co., Ltd 0.00 100% 100% RMB 52.5 million Yuan Jiaozuo Livzon Syntpharm Co., Ltd HKD 19.8685 million 0.00 100% 100% Zhuhai Livzon Dankang Biotechnology RMB20.40 million Yuan Co., Ltd*1 0.00 51% 51% Livzon Group Vaccine Engineering Co., RMB54.50 million RMB Ltd 0.00 83.85% 83.85% Wenshan Livzon Panax notoginseng RMB1.53 million Yuan Plantation Co., Ltd*2 0.00 51% 51% Subcompanies that are obtained by the establishment or investment, etc (continued) Whether they are included in Equities of the Amounts that are used for offsetting Subcompany name the minority of against the equities of the minority of consolidated shareholders shareholders statements? Antao Development Limited Yes 0.00 0.00 71 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Livzon (Hongkong) Co., Ltd Yes 0.00 0.00 Zhuhai Modern Chinese Medicine Yes Hi-tech Co., Ltd 0.00 0.00 Livzon Pharmaceutical Factory under Livzon Group Yes 0.00 0.00 Livzon Medicine Marketing Co., Ltd under Yes Livzon Group 0.00 0.00 Zhuhai Livzon Medicine Trade Co., Ltd Yes 0.00 0.00 Shanghai Livzon Pharmaceutical Co., Ltd Yes 0.00 0.00 Livzon Syntpharm Co., Ltd in Zhuhai Bonded Area Yes 0.00 0.00 Zhuhai Livzon Reagent Co., Ltd Yes 64,608,288.56 0.00 Lida Pharmaceutical Co., Ltd in Zhuhai Bonded Area Yes 0.00 0.00 Shanxi Datong Livzon Qiyuan Medicine Yes Co., Ltd 216,561.73 0.00 Longxi Livzon Shenyuan Medicine Co., Ltd Yes 362,517.53 0.00 Zhuhai Livzon Advertising Co., Ltd Yes 0.00 0.00 Zhuhai Livzon – Bai A Meng Biological Materials Co., Ltd Yes 1,111,467.95 0.00 Zhuhai Livzon Meidaxin Technology Yes Development Co., Ltd 0.00 0.00 Jiaozuo Livzon Syntpharm Co., Ltd Yes 0.00 0.00 Zhuhai Livzon Dankang Biotechnology Yes 0.00 Co., Ltd*1 16,275,593.34 Livzon Group Vaccine Engineering Co., 0.00 Ltd Yes 9,394,406.32 Wenshan Livzon Panax notoginseng 0.00 Plantation Co., Ltd*2 Yes 1,443,650.66 *1 The 21st meeting of the 6th Board of Directors of the company resolved that, on June 8, 2010, 72 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report the company and Joincare Pharmaceutical Group Industry Co., Ltd jointly contributed in currency to establish Zhuhai Livzon Dankang Biotechnology Co., Ltd, accounting for 51% and 49% of the registered capital of RMB 100 million Yuan respectively. By June 30, 2011, the paid-up capitals amounted to RMB 40 million Yuan, and such contribution has been verified by the Li An Dan Yan Zi [2011] No. B-1002 capital verification report issued by Reanda Certified Public Accountants. *2 On May 17, 2011, the company and Chen Gaoze jointly contributed in currency to establish Wenshan Livzon Panax notoginseng Plantation Co., Ltd, accounting for 51% and 49% of the registered capital of RMB 3 million Yuan respectively. By June 30, 2011, the paid-up capitals amounted to RMB 3 million Yuan, and such contribution has been verified by the Wen An Kuai Shi Yan Zi [2011] No. 113 capital verification report issued by Wenshan Anxin Certified Public Accountants Firm. (II) Subcompanies that are obtained by the merger of enterprises which are not under the same control Subcompany Registered Business Registered Full name of subcompany Operation scope type place nature capital Sichuan Guangda Pharmaceutical Wholly-owned Pengzhou City RMB 95 million Research, development, production and Pharmaceutical Co., Ltd*1 subcompany production Yuan sales of Chinese and western medicines and finished medicines Xinbeijiang Pharmaceutical Co., Controlling Qingyuan City Pharmaceutical RMB 134.93 million Export and production of its production Ltd under Livzon Group subcompany Yuan products and relevant technologies Limin Pharmaceutical Co., Ltd Controlling Shaoguan City RMB 61.56 millio Production and sales of various medical under Livzon Group subcompany Pharmaceutical n Yuan preparations, medical materials, various production foodstuff additives, feedstuff additives and nutrition health-care products Fuzhou Fuxing Pharmaceutical Wholly-owned Fuzhou City Pharmaceutical USD 41.70 million Production of material medicines such as Co., Ltd under Livzon Group subcompany production bacteriophage, intermediates, preparations and chemical materials for the purpose of medical production (not including the inflammable and dangerous chemical products; if required, the license must be obtained) Gutian Fuxing Pharmaceutical Co., Wholly-owned Gutian County Pharmaceutical RMB 26.7 million Manufacturing and sales of material Ltd subcompany production Yuan medicines (Kanamycin sulfate, Tetracycline Hydrochloride and 73 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Chlortetraccline Hydrochloride) Subcompanies that are obtained by the merger of enterprises which are not under the same control (continued) Actual investment Other item balances that become the net Shareholding Subcompany name amount at the end Voting percentage % investment to percentage % of period subcompanies Sichuan Guangda Pharmaceutical RMB 149 million Yuan 100% 100% Co., Ltd*1 0.00 Xinbeijiang Pharmaceutical Co., Ltd RMB 124.32 million Yu 92.14% 92.14% under Livzon Group an 0.00 Limin Pharmaceutical Co., Ltd RMB 56.18 million Yua 88.09% 88.09% under Livzon Group n 0.00 Fuzhou Fuxing Pharmaceutical Co., USD 41.7 million 100% 100% Ltd under Livzon Group 0.00 Gutian Fuxing Pharmaceutical Co., RMB 26.7 million Yuan 100% 100% Ltd 0.00 Subcompanies that are obtained by the merger of enterprises which are not under the same control (continued) Whether they are included Equities of the Subcompany name Amounts that are used for offsetting against the in the minority of equities of the minority of shareholders consolidated shareholders statements? Sichuan Guangda Pharmaceutical 0.00 Co., Ltd*1 Yes 0.00 Xinbeijiang Pharmaceutical Co., Ltd under Livzon Group Yes 12,599,734.18 0.00 Limin Pharmaceutical Co., Ltd under Livzon Group Yes 19,985,984.77 0.00 Fuzhou Fuxing Pharmaceutical Co., Ltd under Livzon Group Yes 0.00 0.00 Gutian Fuxing Pharmaceutical Co., Ltd Yes 0.00 0.00 On January 17, 2011, in accordance with the resolutions passed at the 7th meeting of the 3rd Board of Directors of Sichuan Guangda Pharmaceutical Co., Ltd and Chapter V of amended articles of association of Sichuan Guangda Pharmaceutical Co., Ltd, the registered capital increased from 74 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report RMB 95 million Yuan to RMB 149 million Yuan, and the company increased the registered capital by RMB 54 million Yuan. After the capital increase, the contribution percentage of the company in the total registered capitals increased from 33.2% to 57.41%; the contribution percentage of foreign shareholder – Britain Weiming Investment Co., Ltd in the total registered capitals decreased from 66.8% to 42.59%. Such contribution has been verified by the Li An Dan Yan Zi [2011] No. B-2005 capital verification report issued by Reanda Certified Public Accountants. In accordance with the reply of Min Wai Jing Mao Wai Zi [2011] No. 99 file issued by Fujian Provincial Department of Foreign Trade and Economic Cooperation, the resolutions passed at the 12th meeting of the 3rd Board of Directors of Fuzhou Fuxing Pharmaceutical Co., Ltd under Livzon Group and the amended contracts and articles of association, Fuzhou Fuxing Pharmaceutical Co., Ltd under Livzon Group will apply to increase its registered capitals by USD 8 million. The company contributed USD 6 million, accounting for 75% of newly increased registered capitals; the company paid RMB at the foreign exchange rate issued by the nation on the same day, and the contribution mode is the currency capital; Antao Development Limited contributed USD 2 million, accounting for 25% of newly increased registered capitals; the contribution mode is the currency capital。 The changed registered capitals is USD 41.70 million; the company contributed USD 31.275 million, accounting for 75% of changed registered capitals; Antao Development Limited contributed USD 10.425 million, accounting for 25% of changed registered capitals. Such contribution has been verified by the Li An Dan Yan Zi [2011] No. B-2004 capital verification report issued by Reanda Certified Public Accountants. (III) Subcompanies that are obtained by the merger of enterprises which are under the same control: None. (IV) Subcompanies that are newly included in the consolidated scopes Name Net assets at the end of period Net profits in the current period Wenshan Livzon Panax notoginseng Plantation Co., Ltd 2,946,225.83 -53,774.17 V. Notes to Main Items in the Consolidated Financials Statements 1. Currency Capital 2011.6.30 2010.12.31 Item Original Exchange Book-keeping Original Exchange Book-keeping Currency rate Currency Currency rate Currency Cash at stock 184,838.01 75 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report 150,354.63 Including: RMB 136,627.83 96,979.53 Hongkong Dollar 0.00 0.83162 0.00 0.00 0.85093 0.00 USD 0.00 6.4716 0.00 0.00 6.6227 0.00 Euro 5,150.00 9.3612 48,210.18 5,150.00 8.8065 45,353.47 Singapore Dollar 0.00 5.2218 0.00 1,567.00 5.1191 8,021.63 Deposits in banks 1,269,067,285.59 862,999,246.37 Including: RMB 1,215,731,877.82 794,955,764.71 Hongkong Dollar 41,030,559.39 0.83162 34,121,833.79 62,761,209.94 0.85093 53,405,396.37 USD 2,852,314.44 6.4716 18,459,038.13 2,156,678.66 6.6227 14,283,035.76 Japanese Yuan 4,781,241.00 0.080243 383,661.12 77,119.00 0.08126 6,266.69 Euro 39,618.29 9.3612 370,874.73 39,605.16 8.8065 348,782.84 Other Currency Capital 3,218,001.75 782,256.59 Including: RMB 1,520,850.91 275,006.10 Hongkong Dollar 2,040,776.84 0.83162 1,697,150.84 596,113.07 0.85093 507,250.49 Total 1,272,470,125.35 863,931,857.59 (1) Other currency capitals at the end of this period mainly include the investment amounts. (2) RMB 13.25 million Yuan of deposits in banks has been mortgaged for the short-term loans and 76 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report will be deducted from the cash and cash equivalents of cash flow statement. Besides, in the balances at the end of period, there are no items which have the use restriction, are deposited in overseas banks and have the return risks due to the mortgage, pledgement or freezing, etc. (3) The main cause of the increase of 47.29% over the beginning of period is that the sales incomes in this period have increased. 2. Tradable financial assets 2011.6.30 2010.12.31 Item Changes of Fair Fair Values Changes of Fair Fair Values Cost Cost Values Values Stock 53,486,448.97 2,477,543.17 55,963,992.14 54,728,390.39 2,457,245.02 57,185,635.41 Fund 150,000.00 497,082.00 647,082.00 150,000.00 530,154.77 680,154.77 Total 53,636,448.97 2,974,625.17 56,611,074.14 54,878,390.39 2,987,399.79 57,865,790.18 In the balances at the end of period, there are no tradable financial assets with the discounting restriction. 3. Receivable Bills (1) Classification of receivable bills Item 2011.6.30 2010.12.31 Bank Acceptance Drafts 217,196,133.04 232,945,814.77 (2) At the end of period, the company has no receivable bills that have been mortgaged. (3) By June 30, 2011, the bills that have been endorsed but have not been due are listed as follows: Bill Type Due Time Amount Bank Acceptance Drafts 2011-12-31 242,113,640.32 (4) At the end of period, the company has no bills that have been transferred to the accounts receivable due to the failure of drawers to perform their obligations. 4. Accounts Receivable (1) Composition of Accounts Receivable 2011.6.30 2010.12.31 Item Amount Percent Reserves for Net Value Amount Percent Reserves for Net Value age Bad Debts age Bad Debts Accounts receivable 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 whose individual amount is large and 77 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report whose individual bad debt reserve is withdrawn Accounts receivable whose bad debt 544,142,181. reserve is 99.15% 27,800,469.91 516,341,711.42 33 withdrawn based on the combination 461,893,591.12 99.04% 23,514,255.68 438,379,335.44 Accounts receivable whose individual amount is not large but whose individual bad debt reserve is withdrawn 4,666,381.22 0.85% 4,366,423.88 299,957.34 4,470,833.40 0.96% 4,086,442.26 384,391.14 Total 548,808,562. 100.00 55 % 32,166,893.79 516,641,668.76 466,364,424.52 100% 27,600,697.94 438,763,726.58 (2) At the end of this period, for the accounts receivable totaling RMB 1,058,105.37 Yuan whose amounts are large, or whose amounts are not large but whose depreciation tests have been separately made, the reserves for them are fully withdrawn: the reserve for 3-5 years amounts to RMB 1,058,105.37 Yuan. (3) Accounts receivable whose bad debt reserves are withdrawn based on the age combination 2011.6.30 2010.12.31 Age Amount Percenta Reserves for Ba Net Value Amount Perce Reserves for Net Value ge d Debts ntage Bad Debts Within 1 96.78 year 533,209,070.33 97.16% 26,660,453.62 506,548,616.71 451,367,593.85 % 22,568,379.78 428,799,214.07 1-2 years 7,475,756.59 1.36% 448,545.40 7,027,211.19 8,387,980.29 1.80% 514,272.50 7,873,707.79 2-3 years 3,457,354.41 0.63% 691,470.89 2,765,883.52 2,138,016.98 0.46% 431,603.40 1,706,413.58 Over 3 years 4,666,381.22 0.85% 4,366,423.88 299,957.34 4,470,833.40 0.96% 4,086,442.26 384,391.14 78 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Total 548,808,562.55 100.00% 32,166,893.79 516,641,668.76 466,364,424.52 100% 27,600,697.94 438,763,726.58 (4) In 2011, the accounts receivable with the non-associated parties that have been actually written off amount to RMB 40,707.46 Yuan. (5) By June 30, 2011, there are no debts with the shareholder units holding over 5% (including 5%) voting rights. (6) The total amount of top 5 accounts receivable is RMB 56,223,970.80 Yuan, accounting for 10.24% of the receivable balance. 2011.6.30 2010.12.31 Age Amount Percentage Amount Percentage Within 1 year 56,223,970.80 10.24% 52,285,050.92 11.21% 5. Prepaid Accounts (1) Age analysis Age 2011.6.30 Percentage 2010.12.31 Percentage Within 1 year 79,471,199.53 85.48% 60,549,846.12 89.15% 1-2 years 13,493,051.50 14.51% 6,799,403.50 10.01% 2-3 years 6,100.00 0.01% 573,470.00 0.84% Over 3 years 2,720.00 0.00% 0.00 0.00% Total 92,973,071.03 100.00% 67,922,719.62 100.00% (2) The prepaid accounts with the age of over 1 year are mainly the prepaid accounts for goods that have not been settled. (3) The top 5 prepaid accounts total RMB 41,336,989.69 Yuan, accounting for 44.46% of prepaid account balance. (4) By June 30, 2011, there are no debts with the shareholder units holding over 5% (including 5%) voting rights. 6. Other Accounts receivable (1) Composition of other accounts receivable 2011.6.30 2010.12.31 Item Amount Percent Reserves for Net Value Amount Percent Reserves for Net Value age Bad Debts age Bad Debts Accounts receivable whose individual amount is large and 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 79 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report whose individual bad debt reserve is withdrawn Accounts receivable whose bad debt reserve is withdrawn based 47,082,981.52 93.70% 2,669,166.60 44,413,814.92 46,191,520.9 2,617,495.5 on the combination 3 93.30% 0 43,574,025.43 Accounts receivable whose individual amount is not large but whose individual bad debt reserve 2,809,303.8 is withdrawn 3,168,241.77 6.30% 2,691,861.14 476,380.63 3,314,558.45 6.70% 7 505,254.58 Total 49,506,079.3 100.00 5,426,799.3 100.00 50,251,223.29 % 5,361,027.74 44,890,195.55 8 % 7 44,079,280.01 (2) At the end of this period, for the accounts receivable totaling RMB 297,831.01 Yuan whose amounts are large, or whose amounts are not large but whose depreciation tests have been separately made, the reserves for them are fully withdrawn: the reserve within 1 year amounts to RMB 250,000.00 Yuan; the reserve for 3-5 years amounts to RMB 47,831.01Yuan. (3) Accounts receivable whose bad debt reserves are withdrawn based on the age combination 2011.6.30 2010.12.31 Age Amount Percent Reserves for Ba Net Value Amount Percenta Reserves for Ba Net Value age d Debts ge d Debts Within 1 year 44,835,983.07 89.23% 2,479,299.14 42,356,683.93 43,799,098.37 88.47% 2,427,454.92 41,371,643.45 1-2 years 1,853,801.59 3.69% 111,228.09 1,742,573.50 2,060,313.69 4.16% 123,618.81 1,936,694.88 2-3 years 393,196.86 0.78% 78,639.37 314,557.49 332,108.87 0.67% 66,421.77 265,687.10 Over 3 years 3,168,241.77 6.30% 2,691,861.14 476,380.63 3,314,558.45 6.70% 2,809,303.87 505,254.58 100.00 Total 50,251,223.29 % 5,361,027.74 44,890,195.55 49,506,079.38 100.00% 5,426,799.37 44,079,280.01 (4) In 2011, the other accounts receivable with the non-associated parties that have been actually written off amount to RMB 6,129.80 Yuan. (5) By June 30, 2011, there are no debts with the shareholder units holding over 5% (including 5%) voting rights. (6) The top 5 other accounts receivable total RMB 19,825,311.09 Yuan, accounting for 39.45% of other accounts receivable balance and are listed as follows: 80 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Percentage in Debtor Name Debt Amount Nature or Content Debt Time Total Amount Within 1 Guangdong Blue Treasure 14.99% Pharmaceutical Co. Ltd. 7,531,606.09 Power expenses year Guangzhou Yinheyangguang Within 1 Pharmaceutical Group Industry 9.95% Co., Ltd 5,000,000.00 Loans year Within 1 7.30% Li Gang 3,670,311.00 Loans for equipment year Within 2 4.00% Ding Gongcai 2,010,000.00 Loans for projects years Within 1 3.21% Chen Tao 1,613,394.00 Loans for business year Total 19,825,311.09 39.45% 7. Inventory (1) Inventory classification 2011.6.30 2010.12.31 Item Amount Depreciation Net Value Amount Depreciation Net Value Reserve Reserve Raw 86,811,017.64 materials 87,216,492.59 405,474.95 173,827,402.38 525,090.95 173,302,311.43 Packages 22,613,820.17 21,815.68 22,592,004.49 18,071,271.33 34,756.43 18,036,514.90 Products 75,350,098.71 44,281.57 75,305,817.14 60,137,749.61 28,818.42 60,108,931.19 Inventory 231,736,038.27 commodities 233,723,872.98 1,987,834.71 200,361,514.59 2,439,441.65 197,922,072.94 Entrusted materials for 1,566,145.99 processing 1,566,145.99 0.00 783,213.31 0.00 783,213.31 Low-value 397,402.90 consumables 397,402.90 0.00 61,397.65 0.00 61,397.65 Delivered 185,564.11 commodities 185,564.11 0.00 0.00 0.00 0.00 81 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Self-made semi-finished 9,737,744.55 products 9,737,744.55 0.00 0.00 0.00 0.00 Total 430,791,142.00 2,459,406.91 428,331,735.09 453,242,548.87 3,028,107.45 450,214,441.42 (2) Depreciation reserve for inventory Decrease in this period Withdrawal in Reversion in Writing-off in Inventory type 2010.12.31 this period this period this period 2011.6.30 Raw materials 525,090.95 39,016.42 140,137.85 18,494.57 405,474.95 Packages 34,756.43 8,370.50 5329.95 15,981.30 21,815.68 Products 28,818.42 22,980.41 0.00 7,517.26 44,281.57 Inventory commodities 2,439,441.65 1,804,796.58 336,735.51 1,919,668.01 1,987,834.71 Entrusted materials for processing 0.00 0.00 0.00 0.00 0.00 Low-value consumables 0.00 0.00 0.00 0.00 0.00 Delivered commodities 0.00 0.00 0.00 0.00 0.00 Self-made semi-finished products 0.00 0.00 0.00 0.00 0.00 Total 3,028,107.45 1,875,163.91 482,203.31 1,961,661.14 2,459,406.91 The depreciation reserve for inventory will be withdrawn based on the difference between the inventory book values and their net realizable values on June 30, 2011. The net realizable values mean the values after deduction of the costs, sales expenses and relevant taxes from the evaluated selling prices of inventories in the daily activities at the time of completion. 8. Saleable Financial Assets (1) Classification Item 2011.6.30 2010.12.31 Saleable equity instruments 9,868,289.81 10,572,886.89 82 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Including: stocks 9,868,289.81 10,572,886.89 (2) At the end of period, the main cause of the decrease of 6.66% over the beginning of period is the changes in fair values. 9. Investments to the associated enterprises Percentage of voting Share-holding rights of Name of Invested Enterprise Registered Legal Business Registered percentage of this Units type place representative nature capital this enterprise enterprise(%) in the invested units(%) Guangdong Blue Qingyuan An Ning Production USD 7.53 35.91% 35.91% Treasure Pharmaceutical City and sales million Limited Co. Ltd. liability (joint of material venture) medicines Livzon Medical Electronic It has been RMB 3.62 28% 28% Zhuhai City Xu Xiaoxian closed. Equipment (Factory) Co., Limited million Yuan Ltd liability Tongyikangshimei Chain Limited Huang Qianli Commodity RMB 100 Shenzhen 35% 35% (Shenzhen) Co., Ltd liability sales million Yuan Total Continued: Name of Invested Units Total assets Total liabilities Total net Total operating Net profits in at the end of at the end of assets at the income in this this year period period end of period year Guangdong Blue Treasure Pharmaceutical Co. Ltd. 100,532,659.27 18,527,261.86 82,005,397.41 7,276,533.99 -1,471,198.70 Livzon Medical Electronic Equipment (Factory) Co., Ltd —— —— —— —— —— Tongyikangshimei Chain (Shenzhen) Co., Ltd 24,091,388.72 6,484,325.60 17,607,063.12 6,887,368.94 -2,574,294.63 Total 124,624,047.99 25,011,587.46 99,612,460.53 14,163,902.93 -4,045,493.33 10. Long-term Equity Investment (1) Long-term equity investment and depreciation reserve 83 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report 2011.6.30 2010.12.31 Item Depreciation Depreciation Book Balance Book Values Book Balance Book Values Reserve Reserve Calculation by Cost Method 27,527,348.84 20,600,000.00 6,927,348.84 27,527,348.84 20,600,000.00 6,927,348.84 Calculation by Equity Method 38,720,538.20 1,200,000.00 37,520,538.20 40,193,271.70 1,200,000.00 38,993,271.70 Total 66,247,887.04 21,800,000.00 44,447,887.04 67,720,620.54 21,800,000.00 45,920,620.54 (2) Long-term equity investment calculated by cost method Name of Invested Units Initial Amount 2010.12.31 Increase Decrease 2011.6.30 Sharehol Cash in this in this ding dividend period period percenta ge Zhuhai Branch of Guangdong 0.0004% Development Bank 177,348.84 177,348.84 0.00 0.00 177,348.84 0.00 Beijing Medical Goods Joint 0.821% Operation Company 100,000.00 100,000.00 0.00 0.00 100,000.00 0.00 Doumen Sanzhou Industry City 1.6% Co., Ltd 500,000.00 500,000.00 0.00 0.00 500,000.00 0.00 Zhuhai City Commercial Bank 20,000,000.00 20,000,000.00 0.00 0.00 20,000,000.00 1.5065% 0.00 Ruiheng Pharmaceutical 5.681% Technology Investment Co., Ltd 6,250,000.00 6,250,000.00 0.00 0.00 6,250,000.00 0.00 Shanghai Haixin Pharmaceutical Co., Ltd 500,000.00 500,000.00 0.00 0.00 500,000.00 4.55% 0.00 Total 27,527,348.84 27,527,348.84 0.00 0.00 27,527,348.84 0.00 (3) Long-term equity investment calculated by the equity method Name of Invested Units Investment cost 2010.12.31 Increase in Decrease in 2011.6.30 Shareholdi Cash this period this period ng dividend percentag 84 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report e Livzon Medical Electronic Equipment (Factory) Co., Ltd 1,200,000.00 1,200,000.00 0.00 0.00 1,200,000.00 28% 0.00 Guangdong Blue Treasure Pharmaceutical Co. Ltd. 11,227,540.45 31,929,798.01 0.00 562,733.5 31,367,064.51 35.91% 0.00 Tongyikangshimei Chain (Shenzhen) Co., Ltd 35,000,000.00 7,063,473.69 0.00 910,000.00 6,153,473.69 35% 0.00 Total 47,427,540.45 40,193,271.70 0.00 1,472,733.50 38,720,538.20 0.00 (4) Depreciation reserve for long-term equity investment Withdrawal Withdrawal Transfer in Investment Projects 2010.12.31 in this 2011.6.30 Cause this period period The net Doumen Sanzhou Industry City Co., assets are 500,000.00 500,000.00 Ltd less than 0.00 0.00 zero. 20,000,000.0 Zhuhai City Commercial Bank 20,000,000.00 Loss 0.00 0.00 0 The net Livzon Medical Electronic assets are Equipment (Factory) Co., Ltd less than 1,200,000.00 0.00 0.00 1,200,000.00 zero. The business license has been cancelled by Beijing Medical Goods Joint the local Operation Company administration of industry and 100,000.00 0.00 0.00 100,000.00 commerce 21,800,000.0 Total 21,800,000.00 0.00 0.00 0 85 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report * With the approval of China Banking Regulatory Commission and Zhuhai Administration of Industry and Commerce, on April 11, 2011, the former “Zhuhai City Commercial Bank” was formally renamed as “China Resources Bank of Zhuhai Co., Ltd”. 11. Fixed Assets and Accumulated Depreciation (1) Particulars Item Increase in this Decrease in this 2010.12.31 2011.6.30 period period Original values of fixed assets: Houses and buildings 795,755,863.49 132,348,422.00 0.00 928,104,285.49 Machine equipments 917,087,987.65 156,404,761.43 31,879,451.35 1,041,613,297.73 Transportation equipments 28,543,915.65 3,943,756.79 1,040,764.00 31,446,908.44 Electronic 151,611,376.00 6,499,534.53 1,458,986.54 156,651,923.99 equipments and others Total 1,892,999,142.79 299,196,474.75 34,379,201.89 2,157,816,415.65 Accumulated depreciation: Houses and buildings 365,448,549.79 19,530,138.68 0.00 384,978,688.47 Machine equipments 525,195,199.90 42,977,228.82 14,071,382.94 554,101,045.78 Transportation equipments 16,743,065.39 1,151,338.43 949,390.00 16,945,013.82 Electronic 113,834,691.88 5,706,058.03 1,063,957.19 118,476,792.72 equipments and others Total 1,021,221,506.96 69,364,763.96 16,084,730.13 1,074,501,540.79 Net value of fixed assets: 871,777,635.83 1,083,314,874.86 Depreciation reserve for fixed assets 86 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Houses and buildings 24,767,677.70 0.00 0.00 24,767,677.70 Machine equipments 42,166,061.16 0.00 3,349,362.81 38,816,698.35 Transportation equipments 115,253.04 0.00 19,692.60 95,560.44 Electronic 786,607.88 0.00 408,114.73 378,493.15 equipments and others Total 67,835,599.78 0.00 3,777,170.14 64,058,429.64 Net values of fixed assets: 803,942,036.05 1,019,256,445.22 (2) The projects under construction in this period that have been transferred to the fixed assets amount to RMB 251,448,467.32 Yuan. (3) The fixed assets that are temporarily unused are listed as follows: Original Book Accumulated Depreciation Estimated Time to put Item Net Amount Values Depreciation Reserve it into use Houses and buildings 22,468,179.62 6,608,566.87 2,749,935.67 13,109,677.08 2011 Machine equipments 46,362,006.70 25,484,520.99 8,582,791.93 12,294,693.78 2011 Transportation equipments 0.00 0.00 0.00 0.00 2011 Office equipments and others 718,981.96 659,562.39 21,787.48 37,632.09 2011 Total 69,549,168.28 32,752,650.25 11,354,515.08 25,442,002.95 (4) The fixed assets that are proposed to be disposed of are listed as follows: Original Book Accumulated Depreciation Estimated Time to be Item Net Amount Values Depreciation Reserve disposed of Houses and buildings 558,088.93 408,034.03 0.00 150,054.90 2011 Machine 1,169,145.42 1,068,708.84 0.00 100,436.58 2011 87 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report equipments Total 1,727,234.35 1,476,742.87 0.00 250,491.48 (5) The company has not leased any fixed assets in the mode of financing lease. (6) The fixed assets that have been rented out are listed as follows: Item Original Book Accumulated Depreciation Net Amount Values Depreciation Reserve Houses and 2,112,462.60 buildings 4,706,459.65 2,567,517.28 26,479.77 Office equipments 8,223.42 and others 22,800.00 14,576.58 0.00 Total 4,729,259.65 2,582,093.86 26,479.77 2,120,686.02 (7) Particulars about fixed assets whose property certificates have not been handled: Item Depreciati Cause Original Book Accumulated on Net Amount Values Depreciation Reserve They are the newly built Houses and 27,333,154.0 55,737,398.7 projects and the handling of buildings 83,070,552.78 4 0.00 4 certificates is still under way. (8) Please see the article 20 of V in the notes to the financial statement for more details about the mortgage of fixed assets. 12. Projects under Construction (1) Projects under Construction 2011.6.30 2010.12.31 Project Original Original Depreciation Depreciation name Book-keeping Net Value Book-keeping Net Value Reserve Reserve Amount Amount Newly 229,360,063.7 229,360,063.7 built plants 95,553,496.76 0.00 95,553,496.76 0 0.00 0 Equipme nt installati on 2,434,387.77 0.00 2,434,387.77 63,002,300.98 0.00 63,002,300.98 88 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Technical improvem ent 5,989,368.50 0.00 5,989,368.50 6,310,762.47 0.00 6,310,762.47 Plant improvem ent 22,652,755.70 0.00 22,652,755.70 14,849,030.38 0.00 14,849,030.38 Others 30,198,324.93 0.00 30,198,324.93 4,384,213.97 0.00 4,384,213.97 Total 156,828,333.6 156,828,333.6 317,906,371.5 317,906,371.5 6 0.00 6 0 0.00 0 (2) Particulars Percentage Fixed Assets Project Budget Increase in this Other Capital of Project 2010.12.31 Transferred in 2011.6.30 Name Amount period Decrease Source Investment this Period to Budget Newly Loans and built available plants 418,613,910. 229,360,063.7 131,632,198.4 11,492,873.4 capitals owned 07 0 9,318,504.93 7 0 95,553,496.76 by the company 57.02% Equipme Available nt capitals installati owned by on 141,042,646. 112,810,954.8 the 17 63,002,300.98 52,243,041.67 8 0.00 2,434,387.77 company 81.71% Available Technica capitals l owned by improve 48,425,379.0 the ment 8 6,310,762.47 1,704,062.82 1,826,765.79 198,691.00 5,989,368.50 company 16.55% Available Plant capitals improve owned by ment 80,536,705.4 the 1 14,849,030.38 9,437,748.38 1,618,823.06 15,200.00 22,652,755.70 company 30.16% 89 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Available Others capitals owned by 77,599,214.8 the 8 4,384,213.97 30,366,862.08 3,559,725.12 993,026.00 30,198,324.93 company 44.78% Total 766,217,855. 317,906,371.5 103,070,219.8 251,448,467.3 12,699,790.4 61 0 8 2 0 156,828,333.66 (3) At the end of period, the decrease of projects under construction by 50.67% over the beginning of period is mainly because of the transfer into the fixed assets. (4) By June 30, 2011, the capitalization amounts of interests for the projects under construction are listed as follows: Fixed Assets Increase in this Other Project Name 2010.12.31 Transferred in this 2011.6.30 period Decrease Period Newly built plants 12,246,325.28 645,118.50 0.00 0.00 12,891,443.78 The capitalization of projects under construction will apply the interest rates for special loans of banks. 13. Project Goods Goods name 2011.6.30 2010.12.31 Special materials 398,200.00 398,200.00 Special equipments 3,470,910.89 24,797,644.94 Total 3,869,110.89 25,195,844.94 At the end of period, the decrease of projects under construction by 84.64% over the beginning of period is mainly because of the transfer of special equipments into the projects under construction. 14. Intangible Assets and Accumulated Amortization Increase in this Decrease in this 2010.12.31 2011.6.30 Item period period ① Original price Use rights of lands 156,246,944.89 66,800.04 0.00 156,313,744.93 Special techniques 115,920,685.58 13,250,000.00 0.00 129,170,685.58 Software 7,640,205.78 1,406,548.12 0.00 9,046,753.90 90 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Trademark rights 24,000.00 0.00 0.00 24,000.00 Total 279,831,836.25 14,723,348.16 0.00 294,555,184.41 ②Accumulated amortization Use rights of lands 43,076,125.94 1,548,246.84 0.00 44,624,372.78 Special techniques 63,821,561.89 5,842,729.44 0.00 69,664,291.33 Software 6,776,045.33 360,181.43 0.00 7,136,226.76 Trademark rights 24,000.00 0.00 0.00 24,000.00 Total 113,697,733.16 7,751,157.71 0.00 121,448,890.87 ③Depreciation reserve for intangible assets 0.00 Use rights of lands 981,826.94 0.00 981,826.94 0.00 Special techniques 1,379,999.89 0.00 1,379,999.89 Software 0.00 0.00 0.00 0.00 Trademark rights 0.00 0.00 0.00 0.00 Total 2,361,826.83 0.00 0.00 2,361,826.83 ④ Total of book values of intangible assets Use rights of lands 112,188,992.01 66,800.04 1,548,246.84 110,707,545.21 Special techniques 50,719,123.80 13,250,000.00 5,842,729.44 58,126,394.36 Software 864,160.45 1,406,548.12 360,181.43 1,910,527.14 Trademark rights 0.00 0.00 0.00 0.00 Total 163,772,276.26 14,723,348.16 7,751,157.71 170,744,466.71 1. Some intangible assets are bought, but the others may be developed by the company. The causes of increase of special techniques are that: ① the subcompany Livzon Group Vaccine Engineering Co., Ltd purchased the special technique Anti-TNF at the price of RMB 10 million Yuan; ② the Blonanserin material technique are transferred from prepaid accounts, and the amount is RMB 2 million Yuan. 2. Particulars about intangible assets whose property certificates have not been handled: Item Original Book Accumulated Depreciation Net Amount Cause 91 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Values Depreciation Reserve The handling of Use right of certificates is still lands 18,486,365.20 1,663,772.79 0.00 16,822,592.41 under way. 15. Development payment Decrease in this period Accrued to the Confirmed as Item Increase in this current profit and intangible assets 2010.12.31 period loss 2011.6.30 Capitalization 4,332,137.8 payment 1 732,076.79 0.00 732,076.79 4,332,137.81 Expense payment 0.00 2,433,060.68 2,433,060.68 0.00 0.00 4,332,137.8 Total 1 3,165,137.47 2,433,060.68 732,076.79 4,332,137.81 16 Goodwill 2011.6.30 2010.12.31 Item Depreciation Depreciation Book balance Book Values Book balance Book Values Reserve Reserve Good will 121,799,561.00 18,759,063.15 103,040,497.85 121,799,561.00 18,759,063.15 103,040,497.85 The book balances of goodwill are listed as follows: Increase in this Decrease in Name of Invested Units 2010.12.31 2011.6.30 Formation Source period this period Livzon Pharmaceutical Factory Cost-book value under Livzon Group 47,912,269.66 0.00 0.00 47,912,269.66 differentials Sichuan Guangda Pharmaceutical Cost-book value Co., Ltd 13,863,330.24 0.00 0.00 13,863,330.24 differentials Fuzhou Fuxing Pharmaceutical Co., Cost-book value Ltd under Livzon Group 46,926,155.25 0.00 0.00 46,926,155.25 differentials 92 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Xinbeijiang Pharmaceutical Co., Ltd Cost-book value under Livzon Group 7,271,307.03 0.00 0.00 7,271,307.03 differentials Zhuhai Livzon Meidaxin Technology Cost-book value Development Co., Ltd 287,756.12 0.00 0.00 287,756.12 differentials Shanghai Livzon Pharmaceutical Cost-book value Co., Ltd 2,045,990.12 0.00 0.00 2,045,990.12 differentials Livzon Syntpharm Co., Ltd in Zhuhai Cost-book value Bonded Area 3,414,752.58 0.00 0.00 3,414,752.58 differentials Lida Pharmaceutical Co., Ltd in Cost-book value Zhuhai Bonded Area 78,000.00 0.00 0.00 78,000.00 differentials Total 121,799,561.0 0 0.00 0.00 121,799,561.00 The goodwill depreciations are listed as follows: Increase in this Decrease in Name of Invested Units 2010.12.31 2011.6.30 period this period Fuzhou Fuxing Pharmaceutical Co., Ltd under Livzon Group 11,200,000.00 0.00 0.00 11,200,000.00 Xinbeijiang Pharmaceutical Co., Ltd under Livzon Group 7,271,307.03 0.00 0.00 7,271,307.03 Zhuhai Livzon Meidaxin Technology Development Co., Ltd 287,756.12 0.00 0.00 287,756.12 Total 18,759,063.15 0.00 0.00 18,759,063.15 17 Long-term Amortization Expense Project Name Original 2010.12.31 Increase in Transfer Amortization 2011.6.30 Accumulated Remaining Amount this period in this in this Period Amortization Amortization period Period Overhaul expense of fixed assets 13-67 个月 5,618,273.70 2,867,756.25 856,173.64 278,128.96 3,445,800.93 2,172,472.77 93 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Decoration expense of offices 6-51 个月 2,454,069.02 1,868,112.72 1,837.61 0.00 307,999.06 1,561,951.27 892,117.75 Decoration expense of plants 3-31 个月 1,214,807.96 298,391.35 70,470.30 0.00 127,708.66 241,152.99 973,654.97 Publicly amortized expense of public utilities 5-52 个月 539,141.31 128,542.95 103,133.00 0.00 45,333.38 186,342.57 352,798.74 Resin 4,491,677.60 1,229,392.27 303,125.89 0.00 372,432.44 1,160,085.72 3,331,591.88 28 个月 500,000.0 Others 4,137,113.50 2,248,022.80 572,584.20 0 450,019.21 1,870,587.79 1,766,525.71 2-50 个月 500,000.0 Total 18,455,083.09 8,640,218.34 1,907,324.64 0 1,581,621.71 8,465,921.27 9,489,161.82 18 Deferred Income Tax Asset Type 2011.6.30 2010.12.31 Withdrawal of the deductible temporary difference 15,890,839.11 caused by the asset depreciation reserve 15,548,647.51 The deductible temporary difference caused by the long-term equity investment out of the scope of consolidation statement 3,632,448.39 3,477,190.61 The deductible temporary difference caused by the 181,634.49 383,207.81 amortization of intangible assets The deductible temporary difference caused by the 0.00 0.00 operating expense The deductible temporary difference caused by the 3,626,250.18 3,253,760.11 withdrawal expense The deductible temporary difference caused by the 2,116,688.31 81,643.00 deductible loss The deductible temporary difference caused by the 215,349.73 200,658.56 deferred gains Total 25,663,210.21 22,945,107.60 19 Asset Depreciation Reserve Increase in this Decrease in this period Item 2010.12.31 2011.6.30 period Reversion Writing-off 94 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Reserves for Bad debts 33,027,497.31 4,546,555.42 0.00 46,131.20 37,527,921.53 Depreciation Reserve for inventory 3,028,107.45 1,875,163.91 482,203.31 1,961,661.14 2,459,406.91 Depreciation reserve for long-term equity investment 21,800,000.00 0.00 0.00 0.00 21,800,000.00 Depreciation Reserve for fixed assets 67,835,599.78 0.00 0.00 3,777,170.14 64,058,429.64 Depreciation Reserve for projects under construction 0.00 0.00 0.00 0.00 0.00 Depreciation Reserve for intangible assets 2,361,826.83 0.00 0.00 0.00 2,361,826.83 Depreciation Reserve for goodwill 18,759,063.15 0.00 0.00 0.00 18,759,063.15 Total 146,812,094.52 6,421,719.33 482,203.31 5,784,962.48 146,966,648.06 The writing-off of the reserves for bad debts means the writing-off of the bad debts; the writing-off of depreciation reserve for inventory, depreciation reserve of fixed assets and depreciation reserve for long-term equity investment means the rejection, disposal transfer or writing-off. 20 Assets whose ownership rights are restricted Increase in this Decrease in this Item 2010.12.31 2011.6.30 period period Assets used for pledgement Deposits in banks 19,450,000.00 0.00 6,200,000.00 13,250,000.00 Assets used for mortgage: Houses and buildings 98,184,342.33 0.00 37,520,232.17 60,664,110.16 Use rights of lands 0.00 0.00 0.00 0.00 Total 117,634,342.33 0.00 43,720,232.17 73,914,110.16 The reasons for the restriction of asset ownership rights are listed as follows: (1) The subcompany Lida Pharmaceutical Co., Ltd in Zhuhai Bonded Area pledged the certificate of 95 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report time deposit of RMB 13,250,000.00 Yuan of the company to Pingan Bank for a loan of HKD 14,000,000.00, and the mortgage period is from December 19, 2010 to December 8, 2011. (2) Livzon Pharmaceutical Factory under Livzon Group mortgaged the houses and buildings located at Guihua North Road, Gongbei, Zhuhai, with original book value of RMB 86,311,578.60 Yuan, accumulated depreciation of RMB 25,647,468.44 Yuan and net value of RMB 60,664,110.16 Yuan to Zhuhai Branch of Bank of Communications for a loan of RMB 500,000.00 Yuan, and the mortgage period is from December 23, 2010 to December 23, 2016. 21 Short-time Loan (1) Types of short-term loans Type 2011.6.30 2010.12.31 Credit loan 154,707,462.83 147,533,920.00 Guaranty loan 41,714,059.20 42,682,648.80 Mortgage loan 0.00 0.00 Pledgement loan 11,642,680.00 17,243,718.00 Other loans 0.00 0.00 Total 208,064,202.03 207,460,286.80 (2) By June 30, 2011, there are no due short-term loans that have not been repaid. (3) Guaranty loan: The Company provides the guaranty to Livzon Pharmaceutical Factory under Livzon Group for a loan of HKD 30 million from Shenzhen Branch of Nanyang Commercial Bank and a loan of HKD 20.16 million from Guangzhou Branch of Societe Generale. (4) Please see the article 20 of V in the notes to the financial statement for more details about the mortgage. 22 Accounts payable Item 2011.6.30 2010.12.31 Accounts payable 180,249,368.13 164,677,954.49 (1) By June 30,2011, there are no debts with the shareholder units holding over 5% (including 5%) voting rights. (2) The accounts payable with the age of over 1 year amount to RMB 10,133,383.90 Yuan, accounting for 5.62% of the balance at the end of period. (3) Please see the note VII for the details about the payments of associated parties. 23. Advance accounts 96 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Item 2011.6.30 2010.12.31 Advance accounts 18,033,101.84 21,127,228.70 (1) By June 30,2011, there are no debts with the shareholder units holding over 5% (including 5%) voting rights. (2) The advance accounts with the age of over 1 year amount to RMB 5,325,901.75 Yuan, accounting for 29.53% of the balance at the end of period. 24.Rewards paid to the staffs Item 2010.12.31 Increase in this Payment in this 2011.6.30 period period Salary, bonus and allowance 37,294,867.81 100,553,761.63 102,874,381.05 34,974,248.39 Welfare expense for staffs 0.00 8,298,472.71 8,298,472.71 0.00 Social insurance fees 223,323.77 15,259,999.16 15,212,834.44 270,488.49 Including: medical insurance fees 65,115.59 4,193,810.82 4,186,036.46 72,889.95 Endowment Insurance 124,565.12 9,402,365.21 9,366,991.60 159,938.73 Unemployment insurance fees 21,705.20 922,230.40 919,638.94 24,296.66 Occupational Injury Insurance 4,341.04 448,741.02 448,222.73 4,859.33 Childbirth insurance 7,596.82 292,851.71 291,944.71 8,503.82 Reserves for houses 544,027.32 5,328,810.56 5,314,370.56 558,467.32 Trade union expense and staff education expense 1,467.45 697,181.02 622,592.11 76,056.36 Compensation for the cancellation of work relationship 0.00 443,190.00 467,496.00 -24,306.00 Equity stimulation bonus of subcompanies 12,890,618.51 884,500.00 2,245,777.54 11,529,340.97 Others 369,396.53 449,532.68 448,888.00 370,041.21 Total 51,323,701.39 131,915,447.76 135,484,812.41 47,754,336.74 At the end of period, there are no cases about failure to pay the rewards of staffs. 25. Payable Taxes Tax 2011.6.30 2010.12.31 Value-added tax 29,830,060.95 17,655,992.44 97 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Operating tax 4,201.33 4,033.83 City construction tax 2,535,359.79 1,970,388.42 Enterprise income tax 34,895,907.89 58,799,226.42 Real estate tax 1,177,314.40 545,415.34 Utilization tax of lands 745,135.64 1,084,368.36 Personal income tax 4,317,879.77 2,246,210.65 Stamp tax 962,080.78 499,948.01 Education surtax 1,456,970.01 890,011.63 Embankment protection 98,313.49 cost 237,088.14 Others 117,217.66 43,902.93 Total 76,279,216.36 83,837,811.52 26 Payable dividends Investor name 2011.6.30 2010.12.31 Cause for Debts Dividends for common shares 20,174.46 20,174.46 Not paid Qingyuan Xinbeijiang Enterprise (Group) Company 1,200,710.00 1,200,710.00 Not paid Other legal person shares and personal shares in the subcompanies 1,051,300.00 1,051,300.00 Not paid Internal staff share of subcompanies 259,800.00 259,800.00 Not paid Total 2,531,984.46 2,531,984.46 27 Other accounts payable Item 2011.6.30 2010.12.31 Other accounts payable 373,096,460.16 323,855,124.01 (1) At the end of period, the advance withdrawn expenses from the balance amounts to RMB 232,157,281.62 Yuan, accounting for 62.22% of the balance and are listed as follows: Item 2011.6.30 2010.12.31 Cause for balance at the 98 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report end of period Interests 4,941,768.62 943,224.90 Not paid Water and electricity Not paid expense 2,614,253.13 2,012,794.27 Research expense 3,046,435.72 1,674,630.19 Not paid Business promotion Not paid expense 195,556,909.51 166,459,275.68 Leasing expense 86,642.13 128,642.13 Not paid Advertisement Not paid expense 946,234.49 2,788,738.30 Meeting expense 10,133,392.12 10,083,733.37 Not paid Auditing and Not paid information disclosure expenses 1,103,059.56 1,424,168.67 Risk fund for medicine Not paid research 319,946.95 547,946.95 Operating expense of Not paid branches 5,252,360.65 5,031,364.15 Drainage expense 51,307.00 57,700.00 Not paid Others 8,104,971.74 6,661,767.98 Not paid Total 232,157,281.62 197,813,986.59 (2) The main cause of the increase of 15.20% over the beginning of year is the increase of advance withdrawn expense in this period. (3) Other accounts payable with the age of over 1 year amount to RMB 46,089,961.35 Yuan, accounting for 12.35% of the balance at the end of period. (4) By June 30, 2011, there are no debts with the shareholder units holding over 5% (including 5%) voting rights. (5) Please see the note XII for more details about the payments of associated parties. 28. Non-current Liabilities Due within 1 Year Borrowing Unit 2011.6.30 2010.12.31 Interest Loan Period Condition Rate Fujian Huaqiao Trust & 400,000.00 400,000.00 Interest-fr Not specified Credit 99 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Investment Company ee Zhuhai Branch of Agricultural 2008.11.24 to Credit 0.00 20,000,000.00 Bank of China 4.860% 2011.11.24 Zhuhai Branch of Agricultural 2008.11.24 to Credit 0.00 20,000,000.00 Bank of China 4.860% 2011.11.24 Zhuhai Branch of Bank of 2009.09.22 to Credit 0.00 20,000,000.00 Communications 4.860% 2011.09.22 Zhuhai Branch of Bank of 2009.11.06 to Credit 0.00 10,000,000.00 Communications 4.860% 2011.11.06 Total 400,000.00 70,400,000.00 29. Other current liabilities Type 2011.6.30 2010.12.31 Short-term 400,000,000.00 0.00 financing bonds In the first half of 2011, with the approval, the company issued two installments of short-term financing bonds to the institutional investors (except the buyers whom are prohibited to buy by the national laws and regulations) of national inter-bank bond market, and the issuance amount is RMB 400 million Yuan. 30. Long-term Loans (1) Types of Long-term Loans Type 2011.6.30 2010.12.31 Credit loans 700,000.00 20,700,000.00 Mortgage and 500,000.00 46,096,116.23 guaranty loans Total 1,200,000.00 66,796,116.23 (2) List of loan units 2011.6.30 Annual Loan Loan unit Principal Payable Total Interest Loan Period Conditions Interests Rate Loans from banks: 100 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Mortgage Zhuhai Branch of Bank of and Communications* 500,000.00 0.00 500,000.00 5.530% 2010.12.23 to 2016.12.23 guaranty Subtotal 500,000.00 0.00 500000.00 Loans from non-bank financial institutions: Interest- Not specified Credit Fuzhou Finance Bureau 700,000.00 0.00 700,000.00 free Subtotal 700,000.00 0.00 700,000.00 Total 1,200,000.00 0.00 1,200,000.00 The borrower is the subcompany Livzon Pharmaceutical Factory under Livzon Group; please see the article 20 of note V to the financial statements for more details about the mortgage; this company also provides the guaranty to this loan. (3) By June 30, 2011, there are no due long-term loans which have not been repaid. 31 Deferred Gains Total Writing-off Increase in Allowance in this this period period Item Amount 2010.12.31 2011.6.30 10,900,000.0 17,595,465.2 Ilaprazole project 30,900,000.00 0 20,000,000.00 5 13,304,534.75 Non-PVC bag improvement project 4,100,000.00 3,548,583.40 0 97,182.90 3,451,400.50 Demonstration project of managing the high-concentration organic wastewater 4,000,000.00 2,366,387.00 0 197,202.00 2,169,185.00 Three-pollen for injection 1,800,000.00 1,233,989.97 0 0 1,233,989.97 Enzymatic technology innovation project 1,042,631.00 944,812.90 0 0 944,812.90 Enterprise innovation fund granted by the provincial financial department in 2009 700,000.00 700,000.00 0 0 700,000.00 Industry research of potassium citrate sustained release pellets 1,120,000.00 514,105.36 0 22,420.54 491,684.82 5- 4-aminosalicylic acid (0001 project) 1,200,000.00 537,938.10 0 0 537,938.10 Bifidoboigen preparations 600,000.00 466,205.15 0 0 466,205.15 Sterilization and kidney-quieting capsule project 2,040,000.00 878,653.82 0 113,000.00 765,653.82 Development of new Xueshuantong preparation RX 600,000.00 138,773.96 0 79,492.67 59,281.29 101 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Research, development and production transfer of Jimishaxing pellets 300,000.00 228,265.13 0 0 228,265.13 Process improvement of ValaciclovirHydrochloride 200,000.00 171,806.50 0 0 171,806.50 Salvianolic acid B 300,000.00 140,757.40 0 0 140,757.40 Depth development of Mesylate Jimishaxing series (pellet) 80,000.00 80,000.00 0 0 80,000.00 Experiments and research about the anti-Avian influenza of antivirus granules 710,000.00 0 110,000.00 0 110,000.00 Famciclovir Sustained Release Capsules 0302 project 4,100,000.00 3,018,181.05 0 6,385.06 3,011,795.99 Leuprorelin Microspheres project 1,400,000.00 0 1,300,000.00 830,000.00 470,000.00 Quick testing reagent project of Enrofloxacin and Nitrofuran 300,000.00 0 0 0 0 Special fund for environmental protection 300,000.00 0 0 0 0 Shenqifuzheng injection 2,335,000.00 1,000,000.00 1,135,000.00 300,000.00 1,835,000.00 Expense for the cooperating enterprise to make the production, study and research granted by the provincial department in 2010 400,000.00 400,000.00 0 0 400,000.00 Project expense for Zhuhai municipal-level enterprise technical center in 2010 300,000.00 300,000.00 0 0 300,000.00 First batch of scientific research & development expense granted by District Scientific Industrial & Trade Department in 2010 250,000.00 250,000.00 0 0 250,000.00 Industrialization demonstration of immunity testing technical results about prohibited animal growth-promoting agent 150,000.00 141,600.00 0 0 141,600.00 Development and industrialization of new antidepressant drug Fluvoxoxamine 1,500,000.00 0 1,500,000.00 0 1,500,000.00 Development and industrialization of Urofollitropin for injection 100,000.00 0 100,000.00 0 100,000.00 Study and application about super fine crushing technology 100,000.00 0 20,000.00 0 20,000.00 Special fund for two-new products in 2010 170,000.00 0 170,000.00 0 170,000.00 Provincial third prize for ultrasonic wave 20,000.00 0 20,000.00 20,000.00 0 Leadership prize for strategic new industry 845,000.00 0 50,000.00 0 50,000.00 102 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Supporting fund for technical award granted by the nation and Guangdong Province in 2009 40,000.00 0 40,000.00 0 40,000.00 Fuzhou Finance Bureau 400,000.00 0 400,000.00 400,000.00 0 Others 1,924,354.00 596,123.75 0 0 596,123.75 28,556,183.4 19,661,148.4 Total 63,726,985.00 9 24,845,000.00 2 33,740,035.07 32. Deferred Income Tax Liabilities Type 2011.6.30 2010.12.31 Temporary difference of payable taxes caused by the saleable financial assets 1,106,738.84 1,212,428.40 Temporary difference of payable taxes caused by the calculation of long-term equity investment with the equity method 996,567.57 1,062,219.81 Total 2,103,306.41 2,274,648.21 33 Share Capital Increase or Decrease (+ or - ) Unit: share Shares Item 2010.12.31 Share-r Gift transferred Others Subtotal 2011.6.30 from public ationing share reserve fund Amount amount I. Shares with trading restriction ① Sponsor’s shares 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Including: State-owned shares 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Shares held by domestic 0.00 0.00 0.00 0.00 0.00 0.00 0.00 legal persons Shares held by foreign 0.00 0.00 0.00 0.00 0.00 0.00 0.00 legal persons Others 0.00 0.00 0.00 0.00 0.00 0.00 0.00 ② Raising legal person 0.00 0.00 0.00 0.00 0.00 0.00 0.00 103 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report shares ③ Internal staff shares 0.00 0.00 0.00 0.00 0.00 0.00 0.00 ④ Preference shares or 0.00 0.00 0.00 0.00 0.00 0.00 0.00 others ⑤Circulation share with 0.00 0.00 0.00 0.00 0.00 trading restriction 6,059,428 6,059,428 Total of non-circulation 0.00 0.00 0.00 0.00 0.00 shares 6,059,428 6,059,428 II.Shares without trading restriction ①Domestically-listed 0.00 0.00 0.00 0.00 0.00 Renminbi ordinary shares 177,669,070 177,669,070 Including: Management 0.00 0.00 0.00 0.00 0.00 shares 0.00 0.00 ②Domestically-listed 0.00 0.00 0.00 0.00 0.00 shares for overseas investors 111,993,354 111,993,354 Total of circulation 0.00 0.00 0.00 0.00 0.00 shares 289,662,424 289,662,424 III. Total shares 295,721,852 0.00 0.00 0.00 0.00 0.00 295,721,852 34 Capital Reserve Increase in this Decrease in this Type 2010.12.31 2011.6.30 period period Share Premium 320,792,441.78 0.00 0.00 320,792,441.78 Other Capital Reserve 27,643,737.56 470.39 598,907.52 27,045,300.43 Total 348,436,179.34 470.39 598,907.52 347,837,742.21 The cause of decrease in this period is the change of fair vales of saleable financial assets. 35 Surplus Reserve Increase in this Decrease in this Type 2010.12.31 2011.6.30 period period 104 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Legal Surplus Reserve 275,686,108.70 0.00 0.00 275,686,108.70 Discretionary surplus reserves 63,796,201.34 0.00 0.00 63,796,201.34 Reserve Fund 82,108,376.71 0.00 0.00 82,108,376.71 Enterprise Development Fund 21,683,742.35 0.00 0.00 21,683,742.35 Total 443,274,429.10 0.00 0.00 443,274,429.10 36 Undistributed Profit Item 2011.6.30 2010.12.31 Undistributed profit at the beginning of period 1,446,714,876.09 1,114,710,405.94 Plus: profit transfer in the current period 220,861,695.59 418,180,831.06 Other transfers 0.00 0.00 Minus:Withdrawal of Legal Surplus Reserve 0.00 41,818,083.11 Withdrawal of staff awards or welfare funds 0.00 0.00 Withdrawal of reserve fund 0.00 0.00 Withdrawal of enterprise development fund 0.00 0.00 Profits capitalized on return of investment 0.00 0.00 Minus: Payable dividends for preference shares 0.00 0.00 Withdrawal of discretionary surplus reserves 0.00 0.00 Payable dividends for ordinary shares 29,501,900.34 44,358,277.80 105 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Dividends for ordinary shares that are transferred to capitals 0.00 0.00 Undistributed profit at the end of period 1,638,074,671.34 1,446,714,876.09 37 Equities of the minority of shareholders 2010.12.31 Increase or decrease from January to June 2011 2011.6.30 Shareholding Equities of Equities of the percentage of the Profit and loss of the minority minority of Net profits of minority of the minority of Other change of Company name shareholders subcompanies shareholders shareholders s shareholders Zhuhai Livzon Reagent Co., Ltd 53,317,928.21 23,041,551.73 49% 11,290,360.35 0.00 64,608,288.56 Xinbeijiang Pharmaceutical Co., Ltd under Livzon Group 11,126,121.12 18,748,257.75 7.86% 1,473,613.06 0.00 12,599,734.18 Limin Pharmaceutical Co., Ltd -22,362,872.5 under Livzon Group 36,795,726.90 46,590,121.85 11.91% 5,553,130.41 4 19,985,984.77 Shanxi Datong Livzon Qiyuan Medicine Co., Ltd 238,163.77 -288,027.17 18.52% -21,602.04 0.00 216,561.73 Longxi Livzon Shenyuan Medicine Co., Ltd 376,573.78 -140,562.48 20.72% -14,056.25 0.00 362,517.53 Zhuhai Livzon – Bai A Meng Biological Materials Co., Ltd 1,111,467.95 0.00 18% 0.00 0.00 1,111,467.95 Zhuhai Livzon Dankang Biotechnology Co., Ltd 8,844,995.62 -4,835,514.85 49% -2,369,402.28 9,800,000.00 16,275,593.34 Livzon Group Vaccine Engineering Co., Ltd 9,901,501.06 -3,139,905.54 16.15% -507,094.74 0.00 9,394,406.32 Wenshan Livzon 0.00 -53,774.17 49% -26,349.34 1,470,000.00 1,443,650.66 -11,092,872.5 125,998,205.0 Total 121,712,478.41 79,922,147.12 15,378,599.17 4 4 Other changes are about the capitals invested by the minority of shareholders, and the decrease amount is the profit distribution to the minority of shareholders.. 38 Operating Income and Cost (1) Item list 106 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report January to June 2011 January to June 2010 Item Gross operating Operating Gross operating Operating Income Operating Cost Operating Cost Profit Income Profit Main Busine 1,455,789,741.43 666,506,492.27 789,283,249.16 1,302,631,607.06 627,566,218.33 675,065,388.73 Other Business 15,647,759.20 10,586,915.00 5,060,844.20 20,137,982.68 8,197,910.42 11,940,072.26 Total 1,471,437,500.63 677,093,407.27 794,344,093.36 1,322,769,589.74 635,764,128.75 687,005,460.99 (2) The main businesses are listed as follows as per the region: January to June 2011 January to June 2010 Item Income from Cost of Main Gross profit from Income from Main Cost of Main Gross profit from Main Business Business Main Business Business Business Main Business Guangdong 993,259,928.92 666,740,588.74 Province 1,660,000,517.66 1,475,624,784.86 886,937,861.00 588,686,923.86 Sichuan 53,135,159.25 53,165,362.72 Province 106,300,521.97 56,793,401.75 26,834,280.38 29,959,121.37 Fujian 162,827,432.63 45,425,378.05 Province 208,252,810.68 178,477,920.72 139,990,468.26 38,487,452.46 Others 40,827,894.69 21,284,281.37 19,543,613.32 62,101,334.50 44,132,832.92 17,968,501.58 Subtotal 2,015,381,745.00 1,230,506,802.17 784,874,942.83 1,772,997,441.83 1,097,895,442.56 675,101,999.27 Internal Writing-off in the Company 559,592,003.57 564,000,309.90 -4,408,306.33 470,365,834.77 470,329,224.23 36,610.54 Total 1,455,789,741.43 666,506,492.27 789,283,249.16 1,302,631,607.06 627,566,218.33 675,065,388.73 (3) Incomes and costs from main businesses are listed as follows as per the business: Item January to June 2011 January to June 2010 Income from Main Income from Main Cost of Main Business Cost of Main Business Business Business Sales of Commodities 1,455,789,741.43 666,506,492.27 1,302,631,607.06 627,566,218.33 Total 1,455,789,741.43 666,506,492.27 1,302,631,607.06 627,566,218.33 (4) Sales volume of top 5 clients Client Name January to June 2011 January to June 2010 107 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Percentage of Total Percentage of Total Sales Volume Sales Volume Sales Volume (%) Sales Volume (%) Total sales volume of top 5 clients 173,320,404.05 11.91% 164,802,970.86 12.46% (5) Incomes and costs from other businesses are listed as follows as per other business: January to June 2011 January to June 2010 Item Incomes from Other Costs of Other Incomes from Other Costs of Other Businesses Businesses Businesses Businesses Sales of raw materials 5,829,703.80 3,541,636.56 11,778,588.24 1,164,801.64 Processing expense 198,836.09 157,630.19 597,256.05 658,116.88 Royalty expense 0.00 0.00 0.00 0.00 Leasing expense 1,511,695.64 62,435.92 755,647.57 15,103.33 Inspection expense 64,475.56 38,342.89 27,795.72 10,215.14 Power expenses 7,527,285.44 6,704,305.13 6,399,010.23 6,242,164.80 Others 515,762.67 82,564.31 579,684.87 107,508.63 Total 15,647,759.20 10,586,915.00 20,137,982.68 8,197,910.42 39 Business Tax and Surtax Item January to June 2011 January to June 2010 City construction tax 10,115,122.54 21,936.55 Education surtax 7,379,675.39 1,482,633.16 Embankment protection cost 702,751.79 809,106.60 Business Tax 27,116.28 621,340.51 Others 107,357.55 92,612.72 Total 18,332,023.55 3,027,629.54 Please see the note III for the withdrawal standard of taxes 40 Financial Expense Item January to June 2011 January to June 2010 108 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Interest payment 7,984,040.10 4,282,258.84 Minus: Interest income 13,919,949.29 3,454,946.99 Profit and loss in the exchange -1,746,589.87 -581,401.52 Formality expense charged by banks 2,423,359.87 523,610.27 Total -5,259,139.19 769,520.60 In this period, the main causes of the decrease of financial expense by 783.43% over the same period of previous year are that, 1) the increase of currency capitals has caused the increase of interest incomes and 2) the changes of foreign exchange have caused the changes of exchange profit and loss. 41. Loss of asset depreciation Item January to June 2011 January to June 2010 Reserves for Bad Accounts 4,546,555.42 4,875,389.17 Depreciation Reserve for inventory 1,392,960.60 2,065,434.66 Depreciation reserve for long-term equity investment 0.00 0.00 Depreciation loss of other investments 0.00 0.00 Depreciation Reserve for fixed assets 0.00 0.00 Depreciation Reserve for projects under construction 0.00 0.00 Depreciation Reserve for intangible assets 0.00 0.00 Depreciation Reserve for goodwill 0.00 0.00 Total 5,939,516.02 6,940,823.83 42 Gains from changes of fair values Sources of profits caused by the January to June 2011 January to June 2010 changes of fair values Tradable financial assets 43,870.70 -2,151,436.68 Including: shares 76,943.47 -2,056,818.88 Fund -33,072.77 -94,617.80 43 Investment returns 109 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Item January to June 2011 January to June 2010 1. Returns in the holding period: -654,572.56 -384,976.08 ① profits distributed by the associated or joint companies 0.00 0.00 ②Tradable financial assets 814,960.40 544,151.89 ③Saleable financial assets 0.00 150,229.47 ④ Net increase or decrease of adjusted shareholders’ equities of invested company at the end of year -1,472,733.50 -2,007,910.04 Including: Guangdong Blue Treasure Pharmaceutical Co. Ltd. -562,733.50 -686,343.82 Tongyikangshimei Chain (Shenzhen) Co., Ltd -910,000.00 -1,321,566.22 ⑤Profits from the distributions of other equity 0.00 investments 0.00 Including: Zhuhai Branch of Guangdong 0.00 Development Bank 0.00 Shanghai Haixin Pharmaceutical Co., 0.00 Ltd 0.00 928,552.60 ○6 Others 3,200.54 2. Returns from transfers: 0.00 0.00 Including: Sales of tradable financial assets 0.00 0.00 Total -654,572.56 -384,976.08 44. Non-operating Income (1) List about non-operating incomes Item January to June 2011 January to June 2010 Total profit of non-current asset disposal 480,954.95 2,309,399.58 Including: Profit of fixed asset disposal 480,954.95 2,309,399.58 Penalty income 1,100.00 29,450.00 110 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Waste income 99,172.73 196,225.23 Governmental allowance 20,110,733.72 7,225,572.95 Compensation income 15,300.00 717,246.00 Payments that will not be paid 1,323,658.41 0.00 Others 220,063.22 69,744.67 Total 22,250,983.03 10,547,638.43 In this period, the main causes of the increase of financial expense by 110.96% over the same period of previous year are the increase of governmental allowances and profit of fixed asset disposal. (2) Governmental allowance Type January to Source unit Approval document June 2010 IY81149 anti-gastrointestinal ulcer medicine Yue Jing Mao Chuang Xin [2008] No. (Ilaprazole) 17,595,465.25 Zhuhai Finance Bureau 778 Development of new Xueshuantong preparation RX 79,492.67 Zhuhai Finance Bureau Yue Ke Gui Hua Zi [2009] No. 159 Sterilization and kidney-quieting capsule Guangdong Science and project 105,000.00 Technology Department Yue Ke Ji Zi [2007] No. 172 Demonstration project of managing the high-concentration organic Zhuhai Environmental wastewater 197,202.00 Protection Bureau —— Chengdu Bureau of Labor Allowance for positions in difficult enterprises 618,618.00 and Social Security Cheng Lao She Fa〔2009〕No. 178 Science prize for independent innovation 20,000.00 products of mycophenlate mofetil Qingyuan Finance Bureau —— Special expense for intellectual property 50,000.00 protection in Qingyuan City Qingyuan Finance Bureau —— Technical prize for hi-tech enterprise granted 100,000.00 by Zhuhai Science and Technology Bureau Qingyuan Finance Bureau —— Prize for independent innovation products 30,000.00 granted by Zhuhai Science and Technology Bureau Qingyuan Finance Bureau —— 111 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Supporting fund from Guangdong export credit insurance in fourth quarter 3,886.00 Zhuhai Finance Bureau —— Industrialization project of Leuprorelin Acetate Microspheres for Injection 700,000.00 —— —— Famciclovir Sustained Release Capsules (0302 project) 6,385.06 Zhuhai Finance Bureau —— Notice About Publicly Announcing The Key Industry Technique Innovation Projects For Enterprise Innovation Industry research of potassium citrate Funds Granted By Guangdong Province sustained release pellets 22,420.54 Zhuhai Finance Bureau In 2007 National Development and Non-PVC bag improvement project 97,182.90 Reform Commission Yue Ke Ji Zi [2007] No. 172 Special award fund for Fuzhou municipal-level enterprise technical center 100,000.00 Fuzhou Finance Bureau —— Allowance expense for energy measurement Fuzhou Bureau of Quality data collection 13,800.00 and Technical Supervision —— Energy-saving project fund for “fermentation refinery production system energy optimization improvement project” in 2010 300,000.00 Fuzhou Finance Bureau —— First prize for Fuzhou excellent new products in 2010 8,000.00 Fuzhou Finance Bureau —— Yue Ke Chan Xue Yan Zi [2009]No. 197 and Zhu Ke Gong Mao Sterilization and kidney-quieting capsule 8,000.00 Zhuhai Finance Bureau Xin Ji Zi [2010] No. 5 Unemployment Insurance Fund Management Special Use in Fuzhou Labor and Export credit insurance allowance for October Employment Management to November 2010 24,654.00 Center Rong Lao She Bao(2010)No. 80 Unemployment Insurance Fund Management Special Use in Fuzhou Labor and Social insurance allowance for October to Employment Management December 2010 11,379.30 Center Rong Lao She Bao(2010)No. 80 112 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Unemployment Insurance Fund Management Special Use in Fuzhou Labor and Export credit insurance allowance for Employment Management December 2010 19,248.00 Center Rong Lao She Bao(2009)No. 88 Total 20,110,733.72 45 Non-operating Expense Item January to June 2011 January to June 2010 Total of loss for disposal of the non-current assets 60,007.09 498,732.12 Including: Loss for disposal of fixed assets 60,007.09 498,732.12 Rejection of fixed assets 2,373.50 0.00 Loss of fixed assets 0.00 0.00 Penalty payments 189,603.55 85,226.27 Penalty for breach 0.00 38,770.94 Public welfare donations 500.00 855,565.94 Extraordinary loss 0.00 0.00 Others 1,601.80 7,270.69 Total 254,085.94 1,485,565.96 46 Income Taxes Item January to June 2011 January to June 2010 Current income 49,866,259.29 33,183,228.45 tax Deferred income -2,865,397.85 7,420,371.35 tax Total 47,000,861.44 40,603,599.80 47 Other comprehensive gains 113 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report January to Item January to June 2010 June 2011 1. Profit (loss) caused by the saleable financial assets -704,597.08 -3,244,080.36 Minus: Income tax effect of saleable financial assets -106,159.95 -486,612.06 Net amount that was accrued to other comprehensive gains in the previous periods and is transferred to the current profit and loss 0.00 0.00 Subtotal -598,437.13 -2,757,468.30 2. Shares in the other comprehensive gains of invested units calculated by Equity Method 0.00 0.00 Minus: Income tax effect of the shares in the other comprehensive gains of invested units calculated by Equity Method 0.00 0.00 Net amount that was accrued to other comprehensive gains in the previous periods and is transferred to the current profit and loss 0.00 0.00 Subtotal 0.00 0.00 3.Profit (or loss) caused by cash flow hedging instruments 0.00 0.00 Minus: Income tax effect of cash flow hedging instruments 0.00 0.00 Net amount that was accrued to other comprehensive gains in the previous periods and is transferred to the current profit and loss 0.00 0.00 Adjusted amount that was transferred as the initial confirmation amount of hedged item 0.00 0.00 Total 0.00 0.00 -2,019,381.1 4.Conversion difference of foreign currency financial statements 7 -744,293.10 Minus: Net amount that is transferred to the current profit and loss due to disposal of overseas operation 0.00 0.00 Subtotal -2,019,381.17 -744,293.10 5. Others 0.00 0.00 Minus: Effect of income tax that is accrued to the other comprehensive gains 0.00 0.00 Net amount that was accrued to other comprehensive gains in the 0.00 0.00 114 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report previous periods and is transferred to the current profit and loss Subtotal 0.00 0.00 -2,617,818.3 Total 0 -3,501,761.40 48. Other Cashes Received Related to the Operating Activities Item January to June 2011 January to June 2010 Deposit 4,084,887.78 15,290,721.18 Fund transfer 4,826,320.36 4,960,107.39 Governmental allowance 26,412,105.20 8,293,353.00 Interest income 13,919,949.29 3,454,946.99 Penalty income 12,200.85 29,450.00 Deposit 343,462.65 333,136.28 Loans to staffs 2,270,634.01 2,511,806.14 Special expense 0.00 0.00 Allowance income 0.00 0.00 Others 1,086,218.63 1,836,820.99 Total 52,955,778.77 36,710,341.97 49. Other Cashes Paid Related to the Operating Activities Item January to June 2011 January to June 2010 Office expense 5,524,729.35 7,279,538.92 Traveling expense 6,516,473.90 8,259,786.25 Communication expense 6,268,981.15 5,727,368.08 Water and electricity expenses 1,365,375.65 1,229,092.22 115 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Transportation expense 14,588,504.42 9,151,716.26 Advertising expense 1,971,400.00 5,047,042.62 Meeting expense 9,070,941.54 11,883,274.97 Lease expense 3,637,108.89 2,993,730.32 Maintenance expense 7,286,023.03 4,790,211.10 Environment Protection Cost 200,413.59 294,182.00 Auditing expense and information disclosure expense 1,570,938.60 1,313,610.81 Insurance 1,306,363.12 1,153,324.23 Meeting expense of Board of Directors 63,703.34 94,622.04 Consultancy expense of consultants 1,609,628.49 590,896.31 Research and development expense 22,235,435.24 12,532,133.24 Lawsuit expense 63,535.25 546,856.22 Bid-invitation expense 399,190.00 403,597.47 Testing and inspection expenses 434,829.60 106,890.00 Formality expenses charged by banks 2,423,359.87 523,610.27 Penalty payment 21,998.94 199,922.82 Reserve fund 11,356,057.27 4,965,123.27 Deposit 7,488,313.09 13,854,223.74 Fund transfer 8,126,558.24 3,668,877.38 Business promotion expense 251,788,111.64 191,423,729.74 Transfer royalty of technologies 1,726,717.36 5,990,023.05 Others 18,276,371.91 9,638,663.98 Total 385,321,063.48 303,662,047.31 50 Other Cashes Received Related to the Financing activities 116 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Item January to June 2011 January to June 2010 Release of pledged deposits 6,200,000.00 0.00 Deducted personal income tax in the dividend distribution 0.00 1,186,821.82 Total 6,200,000.00 1,186,821.82 51 Other Cashes Paid Related to the Financing Activities Item January to June 2011 January to June 2010 Formality fees of issuing the bonds 1,600,000.00 125,000.00 Mortgaged deposits 0.00 1,220,000.00 Total 1,600,000.00 1,345,000.00 52 Supplementary Data of Consolidated Cash Flow Statement (1) Supplementary data of cash flow statement January to June January to June Item 2011 2010 1. Reconciliation of net profit to cash flow from operating activities: Net profits 236,240,294.76 257,800,172.85 Plus: Reserve for asset depreciation 5,939,516.02 6,940,823.83 Fixed asset depreciation, consumption of oil and gas assets and production biology asset depreciation 69,364,763.96 53,122,065.22 Amortization of intangible assets 7,751,157.71 6,265,090.92 Amortization of long-term amortization expense and long-term assets 1,581,621.71 1,274,266.72 Loss in disposal of fixed assets, intangible assets and other - long-term assets (the profits will be listed beginning with "-") 420,947.86 -1,810,667.46 Loss in the rejection of fixed assets (the profits will be listed beginning with "-") - 0 Loss in the changes of fair values (the profits will be listed beginning - with "-") 43,870.70 2,151,436.68 Financial expense (the profits will be listed beginning with "-") 7,984,040.10 4,282,258.84 Investment loss (the profits will be listed beginning with "-") 654,572.56 384,976.08 Decrease of deferred income tax assets (the increase will be listed - beginning with "-") 2,718,102.61 7,553,827.10 Increase of deferred income tax liabilities (the decrease will be listed - beginning with "-") 171,341.80 -133,455.75 Decrease of inventory (the increase will be listed beginning with "-") 20,231,222.72 -114,620,432.08 Decrease of receivable operating items (the increase will be listed - beginning with "-") 109,512,960.50 102,446,025.95 Increase of payable operating items (the decrease will be listed -23,720,635.77 117 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report beginning with "-") 55,774,514.70 Others 0 Net amount of cash flow from the operating activities 292,654,480.77 301,935,753.13 2.Key investment and financing activities not involving the cash income and payment Transfer from liabilities to share capital 0 Convertible company bonds due within one year 0 Financing leasing of fixed assets 0 3.Change of cash and cash equivalents: Cash balance at the end of period 1,259,220,125.35 689,024,462.44 Minus: cash balance at the beginning of period 844,481,857.59 558,262,596.74 Plus: cash equivalent balance at the end of period 0 Minus: cash equivalent balance at the beginning of period 0 Net increase of cash and cash equivalent 414,738,267.76 130,761,865.70 (2) Cash and Cash Equivalents Item 2011.6.30 2010.6.30 I. Cash 1,259,220,125.35 689,024,462.44 Including: Cash at stock 184,838.01 102,120.08 Deposits in banks that may be used for payment randomly 1,255,817,285.59 658,064,184.21 Other Currency Capitals that may be used for payment randomly 3,218,001.75 30,858,158.15 II. Cash equivalents 0.00 0.00 Including: Bond investment due within 3 0.00 0.00 months III. Cash and cash equivalent balances at the end of period 1,259,220,125.35 689,024,462.44 VI. Notes to the Relevant Items in the Financial Statements of Parent company 1. Accounts Receivable (1) Composition of accounts receivable 2011.6.30 2010.12.31 Item Amount Percenta Reserves for Net Value Amount Percenta Reserves for Net Value ge Bad debts ge Bad debts Accounts receivable whose 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 118 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report individual amount is large and whose individual bad debt reserve is withdrawn Accounts receivable whose bad debt reserve is withdrawn 9,561,042.0 178,583,636.7 based on the combination 213,272,941.08 99.37% 10,881,151.98 202,391,789.10 188,144,678.78 99.33% 1 7 Accounts receivable whose individual amount is not large but whose individual bad debt 1,106,496.6 reserve is withdrawn 1,361,045.25 0.63% 1,243,513.34 117,531.91 1,269,440.31 0.67% 4 162,943.67 Total 10,667,538. 178,746,580.4 214,633,986.33 100.00% 12,124,665.32 202,509,321.01 189,414,119.09 100.00% 65 4 (2) Accounts receivable whose bad debt reserves are withdrawn based on the age combination 2011.6.30 2010.12.31 Age Amount Percenta Reserves for Bad Net Value Amount Percent Reserves for Bad Net Value ge debts age debts Within 1 199,604,958.3 183,212,547.0 174,051,919.6 year 210,110,482.51 97.90% 10,505,524.16 5 9 96.73% 9,160,627.43 6 1-2 years 1,834,742.13 0.85% 110,084.53 1,724,657.60 4,185,798.30 2.21% 251,147.90 3,934,650.40 2-3 years 1,327,716.44 0.62% 265,543.29 1,062,173.15 746,333.39 0.39% 149,266.68 597,066.71 Over 3 years 1,361,045.25 0.63% 1,243,513.34 117,531.91 1,269,440.31 0.67% 1,106,496.64 162,943.67 Total 202,509,321.0 100.00 178,746,580.4 214,633,986.33 100.00% 12,124,665.32 1 189,414,119.09 % 10,667,538.65 4 (3) At the end of period, for the accounts receivable whose amounts are large, or whose amounts are not large but whose depreciation tests have been separately made, the bad debt reserve balances have not been fully withdrawn. (4) By June 30, 2011, there are no debts with the shareholder units holding over 5% (including 5%) voting rights. (5) The total amount of top 5 accounts receivable is RMB 23,544,854.06 Yuan, accounting for 119 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report 10.97% of the receivable balance. 2011.6.30 2010.12.31 Age Amount Percentage Amount Percentage Within 1 year 23,544,854.06 10.97% 15,897,297.57 8.39% 2 Other accounts receivable (1) Composition of other accounts receivable 2011.6.30 2010.12.31 Item Amount Percent Reserves for Net Value Amount Percent Reserves for Net Value age Bad debts age Bad debts Accounts receivable whose individual amount is large and whose individual bad 281,036,727.2 281,036,727.2 314,062,928.7 314,062,928.7 debt reserve is withdrawn 1 94.48% 0.00 1 9 80.98% 0.00 9 Accounts receivable whose bad debt reserve is withdrawn based on the combination 14,820,657.63 4.98% 786,409.31 14,034,248.32 72,008,999.89 18.57% 791,925.01 71,217,074.88 Accounts receivable whose individual amount is not large but whose individual bad debt reserve is 1,124,593.1 1,240,647.9 withdrawn 1,598,350.99 0.54% 0 473,757.89 1,737,800.84 0.45% 7 497,152.87 Total 297,455,735.8 295,544,733.4 387,809,729.5 2,032,572.9 385,777,156.5 3 100.00% 1,911,002.41 2 2 100.00% 8 4 (2) Other accounts receivable with the large individual amount Debtor Name Debt Amount Withdrawa Cause l Percentag e The debtor is the subcompany Hongkong Antao Development 119,761,335.9 controlled by the company and there are Limited 2 0.00 no risks in receiving the debts. 120 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report The debtor is the subcompany Livzon Syntpharm Co., Ltd in controlled by the company and there are Zhuhai Bonded Area 81,794,028.67 0.00 no risks in receiving the debts. The debtor is the subcompany controlled by the company and there are Livzon (Hongkong) Co., Ltd 26,943,557.11 0.00 no risks in receiving the debts. The debtor is the subcompany Xinbeijiang Pharmaceutical Co., Ltd controlled by the company and there are under Livzon Group 26,544,547.96 0.00 no risks in receiving the debts. The debtor is the subcompany Fuzhou Fuxing Pharmaceutical Co., controlled by the company and there are Ltd under Livzon Group 25,993,257.55 0.00 no risks in receiving the debts. 281,036,727.2 Total 1 (2) Other accounts receivable whose bad debt reserves are withdrawn based on the age combination 2011.6.30 2010.12.31 Age Amount Percenta Reserves for Net Value Amount Percenta Reserves for Net Value ge Bad debts ge Bad debts Within 1 year 294,660,104.54 99.06% 681,168.87 293,978,935.67 384,434,671.09 99.13% 653,541.87 383,781,129.22 1-2 years 958,683.00 0.32% 57,520.98 901,162.02 1,350,488.32 0.35% 81,029.29 1,269,459.03 2-3 years 238,597.30 0.08% 47,719.46 190,877.84 286,769.27 0.07% 57,353.85 229,415.42 Over 3 years 1,598,350.99 0.54% 1,124,593.10 473,757.89 1,737,800.84 0.45% 1,240,647.97 497,152.87 Total 297,455,735.83 100.00% 1,911,002.41 295,544,733.42 387,809,729.52 100.00% 2,032,572.98 385,777,156.54 (3) At the end of period, for the other accounts receivable whose amounts are large, or whose amounts are not large but whose depreciation tests have been separately made, the bad debt reserve balances have not been fully withdrawn. (4) By June 30, 2011, there are no debts with the shareholder units holding over 5% (including 5%) voting rights. (5) The total amount of top 5 other accounts receivable is RMB 281,036,727.21 Yuan, accounting for 94.48% of the total other receivable balance, and are listed as follows: 121 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Percentage in Debtor Name Debt Amount Nature or Content Debt Time Total Amount Hongkong Antao Development Within 1 Limited 119,761,335.92 Fund transfer year 40.26% Livzon Syntpharm Co., Ltd in Zhuhai Within 1 Bonded Area 81,794,028.67 Fund transfer year 27.50% Within 1 Livzon (Hongkong) Co., Ltd 26,943,557.11 Fund transfer year 9.06% Xinbeijiang Pharmaceutical Co., Ltd Within 1 under Livzon Group 26,544,547.96 Fund transfer year 8.92% Fuzhou Fuxing Pharmaceutical Co., Within 1 Ltd under Livzon Group 25,993,257.55 Fund transfer year 8.74% Total 281,036,727.21 94.48% 3. Long-term Equity Investment (1) Long-term equity investment and depreciation reserve 2011.6.30 2010.12.31 Item Depreciation Depreciation Book Balance Book Values Book Balance Book Values Reserve Reserve Calculation by Cost Method 1,261,217,787.15 39,071,307.03 1,222,146,480.12 1,156,171,587.15 39,071,307.03 1,117,100,280.12 Calculation by Equity Method 14,323,932.47 1,200,000.00 13,123,932.47 15,358,984.36 1,200,000.00 14,158,984.36 Total 1,275,541,719.62 40,271,307.03 1,235,270,412.59 1,171,530,571.51 40,271,307.03 1,131,259,264.48 (2) Long-term equity investment calculated by cost method Name of Invested Units Initial Amount 2010.12.31 Increase in this Decrease in this 2011.6.30 period period 122 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Zhuhai Branch of Guangdong 0.00 Development Bank 177,348.84 177,348.84 0.00 177,348.84 Beijing Medical Goods Joint Operation 0.00 0.00 100,000.00 Company 100,000.00 100,000.00 Doumen Sanzhou Industry City Co., 0.00 0.00 500,000.00 Ltd 500,000.00 500,000.00 Zhuhai City Commercial Bank 20,000,000.00 20,000,000.00 0.00 0.00 20,000,000.00 Ruiheng Pharmaceutical Technology 6,250,000.00 0.00 0.00 Investment Co., Ltd 6,250,000.00 6,250,000.00 Zhuhai Livzon – Bai A Meng Biological Materials Co., Ltd 3,934,721.95 3,934,721.95 0.00 0.00 3,934,721.95 Zhuhai Livzon Meidaxin Technology Development Co., Ltd 800,000.00 800,000.00 0.00 0.00 800,000.00 Livzon Pharmaceutical Factory under Livzon Group 353,169,752.98 353,169,752.98 0.00 0.00 353,169,752.98 Sichuan Guangda Pharmaceutical Co., 54,000,000.00 Ltd 170,872,457.35 116,872,457.35 0.00 170,872,457.35 Shanghai Livzon Pharmaceutical Co., 0.00 0.00 Ltd 74,229,565.00 74,229,565.00 74,229,565.00 Zhuhai Modern Chinese Medicine 0.00 0.00 Hi-tech Co., Ltd 4,539,975.00 4,539,975.00 4,539,975.00 Livzon (Hongkong) Co., Ltd 64,770,100.00 64,770,100.01 0.00 0.00 64,770,100.01 Hongkong Antao Development Limited 534,050.00 534,050.00 0.00 0.00 534,050.00 Xinbeijiang Pharmaceutical Co., Ltd 0.00 0.00 under Livzon Group 116,446,982.80 116,446,982.80 116,446,982.80 Zhuhai Livzon Reagent Co., Ltd 2,021,378.68 2,896,800.00 0.00 0.00 2,896,800.00 Livzon Medicine Marketing Co., Ltd 0.00 under Livzon Group 12,008,000.00 12,008,000.00 0.00 12,008,000.00 Limin Pharmaceutical Co., Ltd under 0.00 Livzon Group 32,768,622.72 32,768,622.72 0.00 32,768,622.72 Zhuhai Livzon Medicine Trade Co., Ltd 40,020,000.00 40,020,000.00 0.00 0.00 40,020,000.00 Fuzhou Fuxing Pharmaceutical Co., 39,316,200.00 0.00 Ltd under Livzon Group 190,075,938.00 241,453,210.50 280,769,410.50 Zhuhai Livzon Dankang Biotechnology 20,400,000.00 10,200,000.00 10,200,000.00 0.00 20,400,000.00 123 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Co., Ltd Livzon Group Vaccine Engineering Co., Ltd 54,500,000.00 54,500,000.00 0.00 0.00 54,500,000.00 Wenshan Livzon Panax notoginseng Plantation Co., Ltd 1,530,000.00 0.00 1,530,000.00 0.00 1,530,000.00 Total 1,169,648,893.32 1,156,171,587.15 105,046,200.00 0.00 1,261,217,787.15 (3) Long-term equity investment calculated by equity method Name of Invested Units Investment 2010.12.31 Increase in Decrease 2011.6.30 Cash Cost this period in this dividend period Livzon Medical Electronic Equipment (Factory) Co., Ltd 1,200,000.00 1,200,000.00 0.00 0.00 1,200,000.00 0.00 Guangdong Blue Treasure Pharmaceutical Co. Ltd. 2,462,407.50 7,095,510.67 0.00 125,051.89 6,970,458.78 0.00 Tongyikangshimei Chain (Shenzhen) Co., Ltd 35,000,000.00 7,063,473.69 0.00 910,000.00 6,153,473.69 0.00 Total 38,662,407.50 15,358,984.36 0.00 1,035,051.89 14,323,932.47 0.00 (4) Depreciation Reserve for long-term equity investment Transfer Investment Projects Withdrawal in in this Withdrawal 2010.12.31 this period period 2011.6.30 Cause The net assets Doumen Sanzhou Industry City are less than Co., Ltd 500,000.00 0.00 0.00 500,000.00 zero. 20,000,000.0 Zhuhai City Commercial Bank 0 0.00 0.00 20,000,000.00 Loss The net assets Livzon Medical Electronic are less than Equipment (Factory) Co., Ltd 1,200,000.00 0.00 0.00 1,200,000.00 zero. Fuzhou Fuxing Pharmaceutical The Co., Ltd under Livzon Group 11,200,000.00 0.00 0.00 11,200,000.00 depreciations 124 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report have occurred. The business license has been cancelled by the local administration Beijing Medical Goods Joint of industry and Operation Company 100,000.00 0.00 0.00 100,000.00 commerce Xinbeijiang Pharmaceutical Co., Ltd under Livzon Group 7,271,307.03 0.00 0.00 7,271,307.03 Operation loss 40,271,307.0 Total 3 0.00 0.00 40,271,307.03 4. Operating Income and Operating Cost (1) Item lists January to June 2011 January to June 2010 Item Operating Gross operating Operating Gross operating Operating Cost Operating Cost Income Profit Income Profit Main Business 593,932,264.16 361,533,125.82 232,399,138.34 481,565,169.27 230,318,595.33 251,246,573.94 Other Business 1,147,570.64 62,435.92 1,085,134.72 399,127.57 15,103.33 384,024.24 Total 595,079,834.80 361,595,561.74 233,484,273.06 481,964,296.84 230,333,698.66 251,630,598.18 (2) Incomes and costs of main business are listed as follows as per the business types: January to June 2011 January to June 2010 Gross Profit Gross Profit Item Income from Cost of Main Income from Cost of Main from Main from Main Main Business Business Main Business Business Business Business Sales of Commodities 593,932,264.16 361,533,125.82 232,399,138.34 481,565,169.27 230,318,595.33 251,246,573.94 125 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report (3) Sales volume of top 5 clients January to June 2011 January to June 2010 Client Name Percentage in Total Percentage in Total Sales Volume Sales Volume Sales Volume (%) Sales Volume (%) Total sales volume of top 5 clients 47,705,742.01 8.03% 34,718,462.24 7.20% 5. Business Tax and surtax Item Tax rate January to June 2011 January to June 2010 Business tax 5% 0.00 0.00 City construction tax 7% 2,396,397.75 0.00 Education surtax 3% 1,711,712.68 0.00 Embankment protection cost 0.07% 105,000.00 75,000.00 Total 4,213,110.43 75,000.00 Please see the note V. 38 for the main cause of the huge increase of business tax and surtax over the same period of previous year. 6 Investment returns Item January to June 2011 January to June 2010 1. Returns during the holding period: 98,841,956.11 -1,323,857.59 ① Profits distributed by the associated or joint companies 0.00 0.00 Including: Changzhou Kangli Pharmaceutical Co., Ltd under Livzon Group 0.00 0.00 ②Tradable financial assets 0.00 0.00 ③Bonus returns of saleable financial assets 0.00 150,229.47 ④Profits distributed by other equity investments 0.00 0.00 Including: Zhuhai Branch of Guangdong Development Bank 0.00 0.00 ⑤Net increase or decrease of adjusted shareholders’ equities of invested company at the end of year -1,035,051.89 -1,474,087.06 126 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Including: Guangdong Blue Treasure Pharmaceutical Co. Ltd. -125,051.89 -152,520.84 Tongyikangshimei Chain (Shenzhen) Co., Ltd -910,000.00 -1,321,566.22 ⑥Investment return of subcompanies 99,877,008.00 0.00 Including: Livzon Pharmaceutical Factory under 0.00 0.00 Livzon Group Sichuan Guangda Pharmaceutical Co., Ltd 0.00 0.00 Livzon Medicine Marketing Co., Ltd under Livzon 0.00 0.00 Group Limin Pharmaceutical Co., Ltd under Livzon Group 99,877,008.00 0.00 Zhuhai Livzon Advertising Co., Ltd 0.00 0.00 Zhuhai Livzon Medicine Trade Co., Ltd 0.00 0.00 Zhuhai Livzon Reagent Co., Ltd 0.00 0.00 ⑦Others 0.00 2. Transfer returns: 0.00 0.00 Including: Sales of tradable financial assets 0.00 0.00 Sales of saleable financial assets 0.00 0.00 Investment returns from equity transfer 0.00 0.00 Total 98,841,956.11 -1,323,857.59 In this period, the main cause of the huge increase of investment returns over the previous period is the increase of dividends from subcompanies in this period. 7. Supplementary Data of Cash Flow Statement of Parent Company January to June January to June Item 2011 2010 1. Reconciliation of net profit to cash flow from operating activities: Net profit 137,687,473.23 47,575,531.93 Plus: Reserve for asset depreciation 2,323,249.41 1,316,441.24 Fixed asset depreciation, consumption of oil and gas assets and production biology asset depreciation 5,555,284.05 5,787,733.29 Amortization of intangible assets 3,287,283.53 3,711,736.59 Amortization of long-term amortization expense and long-term assets Loss in disposal of fixed assets, intangible assets and other long-term - assets (the profits will be listed beginning with "-") -119,845.95 2,302,189.33 Loss in the rejection of fixed assets (the profits will be listed beginning with "-") 1,623.50 Loss in the changes of fair values (the profits will be listed beginning with "-") - Financial expense (the profits will be listed beginning with "-") 12,896,957.88 127 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report 14,715,052.53 - Investment loss (the profits will be listed beginning with "-") -98,841,956.11 1,323,857.59 Decrease of deferred income tax assets (the increase will be listed - beginning with "-") -342,540.80 6,662,997.23 Increase of deferred income tax liabilities (the decrease will be listed - beginning with "-") -105,689.56 Decrease of inventory (the increase will be listed beginning with "-") -27,008,380.48 -11,856,420.46 Decrease of receivable operating items (the increase will be listed beginning with "-") -48,205,938.83 -71,748,508.60 Increase of payable operating items (the decrease will be listed beginning with "-") 47,004,293.83 31,839,557.74 Others Net amount of cash flow from the operating activities 35,949,908.35 29,812,073.76 2.Key investment and financing activities not involving the cash income and payment Transfer from liabilities to share capital Convertible company bonds due within one year Financing leasing of fixed assets 3.Change of cash and cash equivalents: Cash balance at the end of period 1,135,455,774.07 537,451,270.54 Minus: cash balance at the beginning of period 662,428,797.62 418,389,049.61 Plus: cash equivalent balance at the end of period Minus: cash equivalent balance at the beginning of period Net increase of cash and cash equivalent 473,026,976.45 119,062,220.93 XII. Relationship and Transaction of Associated Parties 1. Confirmation Standard of associated parties The other party which is controlled, jointly controlled or substantially influenced by the company, or controls, jointly controls or substantially influences the company, or is under the same control, joint control or substantial influence of the same parties as the company will be deemed as the associated party of the company. 2. Relationship of associated parties (1) Associated party with the control relationship Relationship Legal Register Organization Economic Enterprise Name Main Business with the Represent ed Place Code Nature Company ative Joincare Production and Company Shenzhe Parent Zhu Pharmaceutical sales of oral liquids, 61887436-7 Limited n company Baoguo Group Industry medicines and (Listed 128 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Co., Ltd health-care food company) Please see the note IV for the details of the subcompanies held by the company. The finally actual controller of this company is the natural person Zhu Baoguo. (2) Registered capitals and changes of associated parties with the control relationship Enterprise Name 2010.12.31 Increase in this Decrease in this 2011.6.30 period period Joincare Pharmaceutical Group 1,317,448,800 0.00 0.00 1,317,448,800 Industry Co., Ltd Please see the note IV for the details of the registered capitals and changes of subcompanies held by the company. (3) Shares and changes of associated parties with the control relationship Enterprise Name 2010.12.31 Percenta Increase in Decrease in 2011.6.30 比例(%) ge (%) this period this period Joincare Pharmaceutical Group Industry 45.7293 45.7293 Co., Ltd and its subcompanies 135,231,608 % 0.00 0.00 135,231,608 % In the above equities held by Joincare Pharmaceutical Group Industry Co., Ltd, the formalities for transferring the equities of 6,059,428 legal person shares held in the name of Guangzhou Begol Trading Corporation have not been handled and the transfer formalities of other equities have been handled (4) Details about associated parties without any control relationship Enterprise Name Organization Code Relationship with the Company Guangdong Blue Treasure Pharmaceutical Co. Ltd. 61806410-2 Associated company Tongyikangshimei Chain (Shenzhen) Co., Ltd 76046936-2 Associated company Shenzhen Haibin Pharmaceutical Co., Ltd Company controlled by parent 61885517-4 company Jiaozuo Joincare Pharmaceutical Group Company controlled by parent Industry Co., Ltd 77512952-0 company Zhuhai Joincare Pharmaceutical Group Company controlled by parent Industry Co., Ltd 75788087-1 company Health Pharmaceutical (China) Co., Ltd Company controlled by parent 61749891-0 company 129 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Shenzhen Taitai Pharmaceutical Company Company controlled by parent Limited 74121715-1 company 3. Transactions between associated parties (1) The pricing principle of transactions between the company and associated parties: the transactions will be settled at the prices of similar products in the market (2) Transaction of associated parties ① Sales of Commodities January to June 2011 January to June 2010 Percentage in Similar Name of Associated Parties Percentage in Similar Amount Amount Transaction Amount Transaction Amount (%) (%) Zhuhai Joincare Pharmaceutical Group Industry Co., Ltd 7,083.49 0.00 968.11 0.00 Shenzhen Taitai Pharmaceutical Company Limited 0.00 0.00 16,683.76 0.00 Total 7,083.49 0.00 17,651.87 0.00 ② Provision of labors (water, electricity and power) January to June 2011 January to June 2010 Percentage in Similar Name of Associated Parties Percentage in Similar Amount Amount Transaction Amount Transaction Amount (%) (%) Guangdong Blue Treasure Pharmaceutical Co. Ltd. 5,003,733.63 66.47% 3,401,805.22 53.16% ③ Purchase of commodities January to June 2011 January to June 2010 Percentage in Similar Name of Associated Parties Percentage in Similar Amount Amount Transaction Amount Transaction Amount (%) (%) Guangdong Blue Treasure Pharmaceutical Co. Ltd. 184,089.42 0.04% 3,413.33 0.00 130 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Shenzhen Haibin Pharmaceutical Co., Ltd 7,351,495.73 1.49% 3,365,226.50 0.51% Shenzhen Taitai Pharmaceutical Company Limited 0.00 0.00% 153,384.00 0.02% Joincare Pharmaceutical Group Industry Co., Ltd 53,914.53 0.01% 14,974.36 0.00 Jiaozuo Joincare Pharmaceutical Group Industry Co., Ltd 52,180,106.84 10.61% 133,243,850.27 20.08% Total 59,769,606.52 12.15% 136,780,848.46 20.61% ④ Leasing of assets January to June 2011 January to June 2010 Percentage in Similar Name of Associated Parties Percentage in Similar Amount Amount Transaction Amount Transaction Amount (%) (%) Zhuhai Joincare Pharmaceutical Group 6.85% Industry Co., Ltd 54,146.88 3.58% 51,714.00 Health Pharmaceutical 6.61% (China) Co., Ltd 49,974.00 3.31% 49,974.00 Total 104,120.88 6.89% 101,688.00 13.46% ⑤ Renting of assets January to June 2011 January to June 2010 Percentage in Similar Name of Associated Parties Percentage in Similar Amount Amount Transaction Amount Transaction Amount (%) (%) Joincare Pharmaceutical 0.00 Group Industry Co., Ltd 453,287.80 0.00 ⑥ Receivable and payable balances with associated parties 2011.6.30 2010.12.31 Enterprise Name Amount Percentage Amount Percentage Other accounts receivable: Guangdong Blue Treasure 7,531,606.09 14.99% 4,157,957.24 8.40% 131 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Pharmaceutical Co. Ltd. Total 7,531,606.09 14.99% 4,157,957.24 8.40% Accounts payable: Shenzhen Haibin Pharmaceutical Co., Ltd 8,601,250.00 4.77% 0.00 0.00 Guangdong Blue Treasure Pharmaceutical Co. Ltd. 215,384.62 0.12% 0.00 0.00 Jiaozuo Joincare Pharmaceutical Group Industry Co., Ltd 2,343,819.68 1.30% 37,523,400.46 22.79% Total 11,160,454.30 6.19% 37,523,400.46 22.79% Other accounts payable: Jiaozuo Joincare Pharmaceutical Group Industry Co., Ltd 0.00 0.00 44,741.25 0.01% Total 0.00 0.00 44,741.25 0.01% VIII. Contingent Events By June 30, 2011, the company has no contingent key events for disclosure. IX. Commitments 1. 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 132 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report 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). X Non-adjusting Events occurring after the Balance Sheet Date By the reporting date, the company has no non-adjusting events occurring after the balance sheet date that need to be disclosed. XI. Other Key Events 1. Bank loan guaranties that the company provides to the controlling subcompanies during the report period are listed as follows: (RMB 10 thousand Yuan) Name of Guarantee Occurrence Balance at Guarantee Guaranty Period Date the end of Actual Amount type (Signing period guarantee date of amount agreement) 0 Joint and Livzon Syntpharm Co., Ltd in several 2008.1.8 0 4,100 Zhuhai Bonded Area liability 2008.1.8-2011.1.8(Zhuhai guaranty Branch of Bank of China) 133 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report 0 Joint and Lida Pharmaceutical Co., Ltd in several 2008.1.8 0 1,900 Zhuhai Bonded Area liability 2008.1.8-2011.1.8(Zhuhai guaranty Branch of Bank of China) 0 Joint and several Zhuhai Livzon Reagent Co., Ltd 2010.3.28 0 2,000 liability 2011.3.28-2014.3.28(Zhuhai guaranty Branch of Bank of China) Joint and 2009.7.15-2012.7.15 662 several Zhuhai Livzon Reagent Co., Ltd 2009.7.15 0 0 (Zhuhai Branch of Standard (USD100) liability Chartered Bank) guaranty 0 Joint and Zhuhai Livzon Medicine Trade several 2008.1.8 0 400 Co., Ltd liability 2008.1.8-2011.1.8(Zhuhai guaranty Branch of Bank of China) 0 Joint and Zhuhai Livzon Medicine Trade several 2009.7.20-2012.7.20(Zhuhai 2009.7.20 0 1,000 Co., Ltd liability Branch of Bank of guaranty Communications) Joint and Livzon Pharmaceutical Factory several 2009.11.27-2012.11.27 2009.11.27 0 0 6,000 under Livzon Group liability (Zhuhai Branch of Agricultural guaranty Bank of China) Joint and Livzon Pharmaceutical Factory several 2009.9.10-2012.9.10 2009.9.10 0 0 6,000 under Livzon Group liability (Zhuhai Branch of Shenzhen guaranty Development Bank) Joint and 2011.5.17-2014.5.17 Livzon Pharmaceutical Factory several 2011.05.13 0 0 16,000 (Zhuhai Branch of Xiamen under Livzon Group liability International Bank) guaranty 134 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Joint and 2009.8.21-2012.8.21 Livzon Pharmaceutical Factory several 2009.8.21 0 0 5,000 (Zhuhai Branch of Bank of under Livzon Group liability Communications) guaranty Joint and 2010.12.14-2018.12.14 Livzon Pharmaceutical Factory several 2010.12.23 50 50 32,000 (Zhuhai Branch of Bank of under Livzon Group liability Communications) guaranty Joint and Livzon Pharmaceutical Factory several 2010.6.12-2018.6.03 2009.10.15 0 4,559.61 12,000 under Livzon Group liability (Zhuhai Branch of Bank of guaranty China) Joint and 8,316 Livzon Pharmaceutical Factory 2,494.86 2,494.86 several 2010.5.13-2013.5.13 2010.05.13 (HKD under Livzon Group (HKD3,000) (HKD3,000) liability (Shenzhen Branch of Nanyang 10,000) guaranty Commercial Bank) 1,676.55 1,676.55 Joint and 2010.11.22-2013.2.22 Livzon Pharmaceutical Factory (HKD2,016) (HKD2,016) 3,236 several 2010.11.22 Guangzhou Branch of Societe under Livzon Group 1,703.02 (USD500) liability 0 Generale (HKD2,016) guaranty Total guaranty amount to its controlling subcompanies in the report period 10,484.04 Total balance of guaranty amount to its controlling subcompanies in the report period 4,221.41 2. On July 30, 2010, the 2010 second temporary shareholders’ meeting examined and approved the Proposal of the Company on Applying for the Issuing of the Short-Tem Financing Bonds and agreed that, the company would apply the National Association of Financial Market Institutional Investors for the short-term financing bonds with the total registered amount of no more than RMB 800 million Yuan; the validity period of registration is two years, and the bonds will be issued for three times. The agricultural bank of China Limited will act as the principal underwriter. On January 28, 2011, in accordance with the Zhong Shi Xie Zhu [2011] No. CP15 Notice about registration acceptance issued by the national inter-bank bond market, the company agreed that, the company would issue the short-tem financing bonds with the registration capital of RMB 800 million 135 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Yuan. The registered amount will be valid within 2 years from the issuing date of notice, and the agricultural bank of China Limited will act as the principal underwriter. The company may issue the short-term financing bonds in installments within the validity period of registration, and the first installment of issuance will be completed within 2 months after the registration. 3. Assets and Liabilities calculated at the fair values Unit: RMB 1000 Yuan Withdrawn Amount Item Amount Profit and Accumulated depreciation at the end in this period of period at the loss in the changes of beginning changes fair values of period of fair that are values in accrued to this the equities period Financial assets 1. Financial assets that are calculated in the fair values and whose changes are accrued to the current profit and loss (not including the derivative financial assets) 57,865.79 43.87 0.00 0.00 56,611.07 2. Derivative financial assets 0.00 0.00 0.00 0.00 0.00 3. Saleable financial assets 10,572.89 0.00 -3,847.90 0.00 9,868.29 Subtotal of financial assets 68,438.68 43.87 -3,847.90 0.00 66,479.36 Real estate for investment 0.00 0.00 0.00 0.00 0.00 Production biology asset 0.00 0.00 0.00 0.00 0.00 Others 0.00 0.00 0.00 0.00 0.00 Total 68,438.68 43.87 -3,847.90 0.00 66,479.36 Financial liabilities 0.00 0.00 0.00 0.00 0.00 4. Foreign currency financial assets and foreign currency financial liabilities Unit price: RMB 1000 Yuan Withdrawn Amount Item Amount Profit and Accumulated depreciation at the end in this period of period at the loss in the changes of beginning changes fair values of period of fair that are values in accrued to this the equities 136 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report period Financial assets 1. Financial assets that are calculated in the fair values and whose changes are accrued to the current profit and loss (not including the derivative financial assets) 57,185.64 76.94 0.00 0.00 55,963.99 2. Derivative financial assets 0.00 0.00 0.00 0.00 0.00 3. Loans and accounts receivable 36,764.94 0.00 0.00 300.52 42,775.29 4. Saleable financial assets 0.00 0.00 0.00 0.00 0.00 5. Investments that are held to the maturity dates 0.00 0.00 0.00 0.00 0.00 Subtotal of financial assets 93,950.58 76.94 0.00 300.52 98,739.28 Financial liabilities 184,368.60 0.00 0.00 0.00 210,679.08 XII. Supplementary Data 1. Non-Recurring Profit and Loss In accordance the No. 1 Explanatory Announcement about Information Disclosure of Companies Making Public Offering of Securities – Non-recurring Profit and Loss(2008) (Zheng Jian Hui Gong Gao (2008) No. 43) issued on October 31, 2008, the non-recurring profit and loss items of the company are listed as follows: January to June Item January to June 2010 2011 Profit and loss in disposal of non-current assets, including the written-off part of already withdrawn depreciation reserves 420,947.86 1,815,102.44 Tax rebate and exemption due to the approval without the appropriate authority or the formal approval documents, or the accidental tax rebate and exemption 0.00 0.00 Governmental allowance accrued to the current profit and loss, except those that are closely related to the normal operation businesses of company, comply with the national policies, and are continuously granted based on the certain standard quota or certain quantity 20,110,733.72 7,225,572.95 Capital occupancy expense from the non-financial enterprises that is accrued to the current profit and loss 0.00 0.00 The investment costs of enterprises to obtain the subcompanies, associated enterprises and joint enterprises are less than the returns from the fair values of identifiable net assets of invested units that 0.00 0.00 137 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report should be available at the time of investment Profit and loss of non-currency assets exchange 0.00 0.00 Profit and loss of investment or management of entrusted assets 0.00 0.00 The various withdrawn reserves for assets depreciation due to the force majeures such as the natural calamities 0.00 0.00 Profit and loss of liabilities restructuring 0.00 0.00 Enterprise restructuring expenses, such as the payments for staffing and integration expense, etc. 0.00 0.00 Profit and loss from the amount exceeding the fair values in the transactions in which the transaction prices are obviously unfair. 0.00 0.00 The current profit and loss from the establishment date to the merger date of subcompanies that are established by the merger of enterprises under the same control 0.00 0.00 The profit and loss caused by the contingent events that are not related to the normal operation business of the company 0.00 0.00 Except the effective hedge business related to the normal operation business of the company, the profit and loss in the changes of fair values caused by the holding of tradable financial assets and tradable financial liabilities as well as the investment returns in disposal of tradable financial assets, tradable financial liabilities and saleable financial assets 858,831.10 -1,457,055.32 Reversion of depreciation reserves for accounts receivable whose depreciation testing have been individually made. 0.00 0.00 Profit and loss from the externally entrusted loans 0.00 0.00 Profit and loss caused by the changes of fair values of invested real estates in the subsequent calculation by utilizing fair value mode 0.00 0.00 Effect of the one-time adjustment of the current profit and loss in accordance with the requirements of laws and regulations concerning the taxes and accounting, etc. on the current profit and loss 0.00 0.00 Custody income due to the entrusted custody 0.00 0.00 Other net non-operating income and payment except the above items 1,465,215.51 21,397.08 Other profit and loss items that comply with the definition for non-operating profit and loss 0.00 0.00 Subtotal 22,855,728.19 7,605,017.15 138 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Minus: effect of income tax 3,349,687.44 1,225,654.73 Effect of the minority of shareholders’ equities 472,151.12 492,548.82 Total 19,033,889.63 5,886,813.60 2. Yield Rate of Net Assets and Profit Per Share Profit per share (Yuan/share) Weighted average yield Profit in the report period Profit per share rate of net asset Basic profit per share after dilution Net profit attributable to the ordinary shareholders 8,42% 0.75 0.75 Net profit attributable to the ordinary shareholders after deduction of non-recurring profit and loss 7.70% 0.68 0.68 Calculation Steps: 1. Basic profit per share After deduction of Item Calculation Steps Amount non-recurring profit and loss Current net profit attributable to the ordinary 220,861,695.5 P shareholders 9 201,827,805.96 Total quantity of shares in the beginning of S0 period 295,721,852 295,721,852 Increase of shares in the current period Si 0 0 Length from the next month after share increase Mi to the end of report period (unit: month) 0 0 Length of report period (unit: month) M0 6 6 The weighted average number of ordinary S=S0+Si×Mi÷M0 shares which are issued to the public 295,721,852 295,721,852 Basic profit per share P÷S 0.75 0.68 2. Diluted profit per share: 139 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report After deduction of Item Calculation Steps Amount non-recurring profit and loss Current net profit attributable to ordinary 220,861,695.5 P shareholders 9 201,827,805.96 Dividends and interests related to the diluted A1 potential ordinary shares 0.00 0.00 Returns or expenses caused by the dilution of A2 the conversion of potential ordinary shares 0.00 0.00 Total quantity of shares in the beginning of S0 period 295,721,852 295,721,852 Increase of shares in the current period Si 0 0 Length from the next month after share increase Mi to the end of report period (unit: month) 0 0 Length of report period (unit: month) M0 6 6 The weighted average number of ordinary S=S0+Si×Mi÷M0 shares which are issued to the public 295,721,852 295,721,852 Weighed average number in the conversion from diluted potential ordinary shares to ordinary X shares 0.00 0.00 Diluted profit per share (P+A1±A2)÷(S+X) 0.75 0.68 XIII. Approval of Financial Statement This financial statement is passed and issued by the Board of Direction on July 9 , 2011. Company Name: Livzon Pharmaceutical Group Inc. Principal of the Company: Principal of the Financial Principal of the Accounting Department: Department: 140 Livzon Pharmaceutical Group Inc. Full text of 2011 Semin-annual Report Section 8: Catalog of Files for Reference 1 The 2011semi-annual reports with the signature of Chairman. 2 The financial reports with signatures of legal representative, principal of Financial Department and principal of Accounting Department. 3. All original files and announcement manuscript that have been published in Securities Times, China Securities Journal and Hongkong Wen Hui Daily (English version) during the report period. Livzon Pharmaceutical Group Inc. Chairman: Zhu Baoguo August 10, 2011 141