The 2012 Third Quarterly Report of Livzon Pharmaceutical Group Inc. The 2012 Third Quarterly Report of Livzon Pharmaceutical Group Inc. I. 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. All directors attended the shareholders’ meeting that examined this report. Mr. Zhu Baoguo, principal of the Company, Mr. An Ning, the principal in charge of accounting, and Ms. Si Yanxia, the principal of the Accounting Department hereby declare: We guarantee the authenticity and completeness of the Financial Report in this quarterly report. II. Brief introduction of the Company (II) Financial highlights 2012.9.30 2011.12.31 Increase or decrease (%) Total assets (RMB Yuan) 5,463,602,547.19 4,602,908,981.74 18.70% Owners’ equity attributable to the shareholders of listed 2,917,553,597.53 2,843,169,706.20 2.62% company (RMB Yuan) Share capital (Share) 295,721,852.00 295,721,852.00 0% Net asset per share attributable to the 9.87 9.61 2.71% shareholders of listed company (RMB Yuan/share) Increase or decrease Increase or decrease July to September compared with the January to compared with the 2012 same period of September 2012 same period of previous year (%) previous year (%) Total operating 1,024,017,114.12 29.23% 2,909,014,289.56 28.50% income(RMB Yuan) Net profit attributable to shareholders of listed 114,925,845.48 91.57% 343,630,861.87 22.35% company(RMB Yuan) Net cash flows from operating activities (RMB -- -- 529,219,276.51 29.70% Yuan) Net cash flows per share from operating activities -- -- 1.79 29.71% (RMB Yuan/share) Basic profit per share (RMB 0.39 95% 1.16 22.11% Yuan/share) Diluted profit per share 0.39 95% 1.16 22.11% (RMB Yuan/share) Weighed yield rate of net Up 1.66 percentage po Up 1.29 percentage p 3.93% 11.93% asset(%) ints oints Weighed yield rate of net assets after deduction of Up 1.05 percentage po Up 1.01 percentage 3.80% 11.41% non-recurring profit and loss ints points (%) 1 The 2012 Third Quarterly Report of Livzon Pharmaceutical Group Inc. The items of non-recurring profit and loss (January to September 2012) Amount from the Items of non-recurring profit and loss year beginning to Note end of report period Profit and loss in disposal of non-circulation assets -2,619,231.64 Governmental allowance accrued to the current profit and loss (except those that are closely related to the normal operation businesses of company, comply 15,039,354.11 with the national policies, and are continuously granted based on the certain standard quota or certain quantity) 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 6,392,098.36 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 529,231.20 the above items Other profit and loss items that comply with the non- 0. recurring profit and loss definition Subtotal 19,341,452.03 Minus: effect of equities attributable to the minority of 3,554,087.31 shareholders Minus: effect of income tax 761125.26 Total 15,026,239.46 -- (II) Table about total quantity of all shareholders and shareholding particulars of top ten shareholders at the end of report period Total quantity of shareholders at the end of The shareholder quantity amounted to 23,004 (including 8,296 B-share holders) report period Shares held by top ten shareholders without trading restriction Quantity of shares Share type and quantity without trading Shareholder name restriction at the end of report Type Quantity period Joincare Pharmaceutical Group 77,510,167 RMB Common share 77,510,167 Industry Co., Ltd Tiancheng Industry Co., Ltd Domestically-listed shares 50,660,052 50,660,052 for overseas investors Domestically-listed shares GAOLING FUND,L.P. 10,258,112 10,258,112 for overseas investors Domestically-listed shares First Shanghai Securities Co., Ltd 10,219,770 10,219,770 for overseas investors Agricultural Bank of China – LOF 6,968,803 RMB Common share 6,968,803 Shenzhen Haibin Pharmaceutical Co., 5,892,943 RMB Common share 5,892,943 Ltd Agricultural Bank of China –Greatwall Anxin Huibao Mixed Securities 5,700,000 RMB Common share 5,700,000 Investment Fund Industrial and Commercial Bank of 4,783,021 RMB Common share 4,783,021 China – Jiashi Strategic Growth Mixed-t 2 The 2012 Third Quarterly Report of Livzon Pharmaceutical Group Inc. ype Securities Investment Fund Bank of Communications – Greatwall Jiufu Core Growth Stock-type 4,725,389 RMB Common share 4,725,389 Securities Investment Fund (LOF) Agricultural Bank of China - Invesco Great Wall Internal Demand Growth II 4,422,792 RMB Common share 4,422,792 Stock-type Securities Investment Fund III. Major events (I) Great changes and reasons of main financial statement items and financial indexes of the Company √ Applicable □ Inapplicable 1. Items in the Balance Sheet Items in the Change Balance 2012.9.30 2011.12.31 Reason Sheet rate Accounts The main reason is the increase of sales 742,315,684.79 562,146,013.18 32.05% receivable incomes. Other The main reason is the increase of advance accounts 59,213,582.77 44,488,052.86 33.10% money in the sales business. receivable Engineering The main reason is the increase of expenses in under 841,353,722.78 148,841,628.16 465.27% the new factory construction and technical construction improvement. The main reason is that the technical Engineering improvement equipment purchased by Limin 3,543,796.60 2,536,926.00 39.69% goods Pharmaceutical Factory has not been installed for the time being. The main reasons include:1) the increase of raw Accounts materials purchased by all production 310,282,503.70 207,941,294.31 49.22% payable enterprises;2) the increase of unsettled engineering projects in the headquarters. The main reason is that the difference between Capital the equities of the minority of shareholders in 227,795,132.23 348,093,136.41 -34.56% reserve Limin Pharmaceutical Factory and net asset shares offset the capital reserve. The main reason is the interests of short-term Interests 5,538,181.90 16,841,492.68 -67.12% financing bonds of RMB 400 million Yuan that payable has been due. 2. The items in the Profit Statement from the year beginning to the end of report period January to January to Items in the Profit Change Statement September September Reason 2012 2011 rate The main reason is the increase of city construction Operating tax and 28,300,021.2 40,442,078.86 42.90% tax and education surtax that are withdrawn due to surtax 2 the increase of sales incomes. 1,062,612,062.7 658,489,170. The main reason is the increase of relevant business Sales expense 61.37% 2 63 investments due to the increase of sales incomes. Asset depreciation 10,790,557.0 The main reason is the increase of bad debt loss 18,031,136.93 67.10% loss 1 and depreciation loss of inventory. Profits from the - The main reason is the increase of changes of fair changes of fair 4,800,246.93 15,329,948.1 131.31% values of tradable financial assets held by the values 8 company. The main reason is the increase of investment Investment returns 1,668,506.76 1,142,974.78 45.98% returns from associated enterprises. 3 The 2012 Third Quarterly Report of Livzon Pharmaceutical Group Inc. The main reason is the decrease of governmental Non-operating 27,503,971.0 15,945,423.03 -42.03% allowance that is accrued to the profit and loss in this incomes 7 period. 3. Items in the Cash Flow Statement Items in the Cash January to January to Change Flow Statement September 2012 September 2011 Reason rate Cash received from 2,979,324,386.9 2,229,443,047.4 The reason is the expansion of sales sales of goods or 33.64% 4 5 business and increase of sales incomes. rendering of services The main reason is that the company has increased the export rebate amount due to Tax refunding 15,341,233.91 6,213,246.47 146.91% the increase of product export in Xinbeijiang Company. The reason is the increase of governmental financial allowance received by the group Other cash received as well as the research expense about related to operating 193,038,701.95 83,981,322.58 129.86% Shenqi and technical improvement activities engineering deposit received by Limin Pharmaceutical Factory. Other cashes paid to 1,251,391,775.8 The reason is the increase of payments 644,907,743.38 94.04% operating activities 3 due to the expansion of sales business. Cash paid to acquire and construct fixed The main reason is the increase of cashes assets, intangible 669,948,180.40 209,089,094.21 220.41% paid for Ningxia Industrial Park project. assets and other long- term assets The main reason is that, in last year,Dankang Company and Wenshan Cash received from Livzon Company received the investments - 11,270,000.00 -100.00% investors from other shareholders, but from January to September of this year, they have not received any investments. 502,257,886.6 The main reason is the increase of short- Cash from loans 172,745,504.00 190.75% term loans of banks. 4 The main reason is the repayment of short- 620,250,531.1 Repayments of loans 299,293,208.34 107.24% term financing bonds of RMB 400 million 6 Yuan that has been due. Cash paid for The main reason is the increase of cashes distribution of 199,049,650.2 dividends, profits and 56,998,779.07 249.22% paid by the company while implementing 2 the 2011 profit distribution plan. repayment of interests (II) Analysis and particulars of major events, their effects and resolutions 1. Non-standard opinions □ Applicable √ Inapplicable 2. Particulars about the company providing the funds to its controlling shareholders or its associated parties, or proving the guaranty to foreign parties by violating the specified procedures □ Applicable √ Inapplicable 3. Particulars about execution and performance of key contracts about routine operation □ Applicable √ Inapplicable 4 The 2012 Third Quarterly Report of Livzon Pharmaceutical Group Inc. 4. Others □ Applicable √ Inapplicable (III) Performance of commitments by the Company or shareholders holding over 5% of total shares that occur in the report period or continue to the report period (I) Commitments 1. In 2002, this company signed the patent license agreement with Korea Yiyang Medicine Company. This agreement approves our company’s exclusive and irrevocable right to use the patent PPI(proton pump inhibitor) compound and Yiyang patent in China including Hong Kong and Macao in order to 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 deduct a percentage for Yiyang according to 10% of sales amount during the first three years when this product begins to be sold. And deduct a percentage according to 8% of sales amount during the next five years. And deduct a percentage according to 6% of sales amount from the remaining time to July 22, 2014 (the expiry date of agreement). Since 2009, the company has begun to sell the products and pay a specified percentage of sales volume to Yiyang as a commission 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 (It has 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 Jimishaxing pellet 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. Since 2008, the company has begun to sell the products and pay a specified royalty to LG Company in accordance with the agreement. 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 Pharmaceutical Group Industry Co., Ltd made the following commitments while handling the formalities to cancel trading restriction of shares: 1. If 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. If 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, Joincare will disclose the reminder announcement about the selling affairs via Livzon Group in 2 trading days before the first reduction. During the report period, Joincare did not decrease its shareholding quantity of this company. (IV) Forecast about operating performance in 2012 Warning and relevant reasons for the forecast that the accumulative net profit from the beginning of 2012 to the end of next report period may suffer from any loss or have any great changes over the same period of previous year □ Applicable √ Inapplicable (V) Particulars about Other Major events 1. Particulars about Securities investment √ Applicable □ Inapplicable Percentag Profit and Initial Holding Book Values e of total loss during Securities Securities Securities investment No. quantity at the end of investment the report Type Code abbreviation amount in the (share) period period (RMB Yuan) securities (RMB Yuan) at the end 5 The 2012 Third Quarterly Report of Livzon Pharmaceutical Group Inc. of period (%) Kunlun 16,658,993.4 1,517,470.5 1 Stock 00135 6,572,245.42 1,500,000 34.62% Energy 0 2 Shenzhen 2 Stock 00152 9,433,160.41 17,000,000 7,368,558.20 15.31% 761,287.61 International China National 3 Stock 00883 2,679,795.77 560,000 7,281,869.28 15.13% 229,512.53 Offshore Oil Corporation Phoenix 19,497,517.5 4 Stock 02007 2,570,317 6,348,211.08 13.19% -20,067.03 Island 9 Baili 5 Stock 01880 2,192,064.14 428,000 4,914,378.52 10.21% 320,442.46 Company Rainbow 6 Stock 00438 5,846,077.61 5,016,000 1,230,655.54 2.56% -163,997.37 group China Railway 7 Stock 00390 Engineering 1,499,254.24 314,000 870,536.68 1.81% 52,223.86 Group Co. China Railway 8 Stock 01186 Construction 1,007,642.38 114,000 647,026.47 1.34% 49,515.68 Corporation Sinotrans 9 Stock 00368 1,760,268.15 260,500 372,823.69 0.77% -21,174.31 Shipping Penghua 10 Stock 206001 150,000.00 619,572.96 509,660.72 1.06% -37,731.99 Fund Other securities investment at the end of this period 831,913.03 -- 1,919,682.78 3.99% 0.00 Profit and loss of sold Securities investment during -- -- -- -- 577.83 the report period 51,469,938.7 48,122,396.3 2,688,059.7 Total -- 100% 4 6 9 Remarks about securities investment: 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 September 30, 2012. 2. Investments in derivative products □ Applicable √ Inapplicable 3. Holding particulars about derivative products during the report period □ Applicable √ Inapplicable 4. List of Activities in which the Company receives the investigation, communication and interview, etc during the report period Reception Recepti Recept Objects Discussion topics and Types of date on ion provided materials objects place mode Headquar Local Greatwall Fund Operation status of the Company; August 27, 2012 ters investigat Agency Management Co., Ltd provide no text materials ion Headquar Local Invesco Great Wall Fund ters Operation status of the Company; August 27, 2012 investigat Agency Management Company provide no text materials ion Limited August 28, 2012 Headquar Local inv Agency Shanghai Great Wisdom Operation status of the Company; p 6 The 2012 Third Quarterly Report of Livzon Pharmaceutical Group Inc. ters estigation Co., Ltd rovide no text materials Headquar Local September 21, Industrial Securities Operation status of the Company; ters investigat Agency 2012 Co.,Ltd provide no text materials ion 5. Remarks about issuing the company bonds Did the company issue the bonds? □ Yes √ No Remarks: On April 13, 2012, the 2011 annual shareholders’ meeting examined and approved the Proposal Of The Company Complying With The Conditions For Issuing The Company Bonds, The Proposal Of The Company Issuing The Company Bonds, The Proposal Of Requesting The Shareholders’ Meeting To Authorize The Board Of Directors To Fully Handle The Issuing Of The Company Bonds and agreed that the company would issue the company bonds with the total amount of no more than RMB 1 billion Yuan and also agreed about relevant authorization affairs(for more details, please see the announcements passed at the 2011 annual shareholders’ meeting). At present, the company has not launched the issuing of company bonds, and has not submitted the issuing application to China Securities Regulatory Commission. IV. Appendix (I) Financial Statements 1. Consolidated Balance Sheet Prepared by: Livzon Pharmaceutical Group Inc. Unit: RMB Yuan Item Balance at the end of period Balance at the beginning of period Current assets: Currency capital 1,315,919,065.91 1,447,743,555.70 Reserve for settlement Lending to banks Tradable financial assets 48,122,396.36 44,343,013.65 Notes receivable 124,344,121.86 171,033,783.72 Accounts receivable 742,315,684.79 562,146,013.18 Advance money 200,341,806.28 213,817,751.28 Receivable premium Receivable reinsurance Receivable reserve for reinsurance contracts Interests receivable Dividend receivable Other receivables 59,213,582.77 44,488,052.86 Purchase of resold financial assets Inventory 518,130,519.32 424,422,841.35 Non-current assets due within one year Other current assets Total of current assets 3,008,387,177.29 2,907,995,011.74 Non-current assets: Release of loans and advance money Saleable financial assets 9,626,270.64 9,238,787.30 Investment held to the maturity date Long-term accounts receivable 7 The 2012 Third Quarterly Report of Livzon Pharmaceutical Group Inc. Long-term equity investment 119,688,732.08 118,529,007.91 Real estate for Investment Fixed assets 1,118,594,810.75 1,090,566,880.22 Engineering under construction 841,353,722.78 148,841,628.16 Engineering goods 3,543,796.60 2,536,926.00 Liquidation of fixed assets Production biology assets Oil and gas assets Intangible assets 204,041,345.10 170,385,550.58 Development expenses 1,510,153.51 1,510,153.51 Goodwill 103,040,497.85 103,040,497.85 Long-term deferred and prepaid 14,525,342.38 14,270,426.26 expenses Assets with deferred income taxes 39,290,698.21 35,994,112.21 Other non-current assets Subtotal of non-current assets 2,455,215,369.90 1,694,913,970.00 Total of assets 5,463,602,547.19 4,602,908,981.74 Current liabilities: Short-term loans 538,285,555.74 251,324,743.01 Loans from central banks Absorption of deposits and due from banks Borrowed capital Tradable financial liability Notes payable 201,382,615.68 Accounts payable 310,282,503.70 207,941,294.31 Advance accounts 28,301,105.66 39,028,703.01 Selling of repurchased financial assets Payable formality fees and commissions Payroll payable 58,910,673.52 52,328,883.82 Tax payable 99,634,582.74 90,201,700.34 Interests payable 5,538,181.90 16,841,492.68 Dividend payable 2,531,984.46 2,531,984.46 Other accounts payable 675,403,688.03 460,447,555.37 Payable reinsurance payments Reserve for insurance contracts Acting trading securities Acting underwriting securities Non-current liabilities due within one 400,000.00 400,000.00 year Other current liabilities 400,000,000.00 400,000,000.00 Total of current liabilities 2,320,670,891.43 1,521,046,357.00 Non-current liabilities Long-term loan 1,200,000.00 1,200,000.00 Bonds payable Long-term accounts payable Special accounts payable 8 The 2012 Third Quarterly Report of Livzon Pharmaceutical Group Inc. Anticipation liability 59,785,075.35 67,143,287.92 Liabilities with the deferred income 2,243,430.43 1,901,504.87 taxes Other non-current liabilities Subtotal of non-current liabilities 63,228,505.78 70,244,792.79 Total of liabilities 2,383,899,397.21 1,591,291,149.79 Shareholders’ equities: Share capital 295,721,852.00 295,721,852.00 Capital reserve 227,795,132.23 348,093,136.41 Minus: treasury share Special reserve Surplus reserve 479,211,417.19 479,211,417.19 General risk reserve Porfit for the year 343,630,861.87 Undistributed profit 1,592,784,942.59 1,740,645,868.60 Conversion difference of foreign -21,590,608.35 -20,502,568.00 currency financial statements Subtotal of equities attributable to 2,917,553,597.53 2,843,169,706.20 the shareholders of parent company Equities of the minority of 162,149,552.45 168,448,125.75 shareholders Subtotal of owners’ equities 3,079,703,149.98 3,011,617,831.95 (shareholders’ equities) Total of liabilities and owners’ 5,463,602,547.19 4,602,908,981.74 equities (shareholders’ equities) Legal representative: Zhu Baoguo Principal of the Financial Department: An Ning Principal of the Accounting Department: Si Yanxia 2.Balance Sheet of Parent Company Prepared by: Livzon Pharmaceutical Group Inc. Unit: RMB Yuan Item Balance at the end of period Balance at the beginning of period Current assets: Currency capital 1,235,577,599.86 1,321,193,456.29 Tradable financial assets Notes receivable 14,671,762.58 11,041,114.87 Accounts receivable 334,082,401.15 255,482,126.08 Advance money 24,260,010.24 9,137,814.04 Interests receivable Dividend receivable Other accounts receivable 516,037,036.80 275,891,035.87 Inventory 83,117,428.46 110,291,112.80 Non-current assets due within one year Other current assets Total of current assets 2,207,746,239.09 1,983,036,659.95 Non-current assets: Saleable financial assets 9,626,270.64 9,238,787.30 9 The 2012 Third Quarterly Report of Livzon Pharmaceutical Group Inc. Investment held to the maturity date Long-term accounts receivable Long-term equity investment 1,656,504,006.39 1,526,671,374.58 Real estate for Investment Fixed assets 91,415,267.70 91,805,857.98 Engineering under construction Engineering goods Liquidation of fixed assets Production biology assets Oil and gas assets Intangible assets 30,590,956.92 34,053,322.48 Development expenses 1,289,662.78 1,289,662.78 Goodwill Long-term deferred and prepaid expenses Assets with deferred income taxes 13,154,004.29 12,369,049.28 Other non-current assets Subtotal of non-current assets 1,802,580,168.72 1,675,428,054.40 Total of assets 4,010,326,407.81 3,658,464,714.35 Current liabilities: Short-term loans 404,163,075.74 82,699,143.01 Tradable financial liability Notes payable 481,482,615.68 Accounts payable 29,972,610.23 181,117,755.18 Advance accounts 6,515,499.51 11,373,981.60 Payroll payable 20,242,541.24 20,721,517.12 Tax payable 31,374,164.74 10,233,643.04 Interests payable 4,409,594.51 15,068,501.59 Dividend payable 20,174.46 20,174.46 Other accounts payable 1,163,194,251.11 1,390,842,714.00 Non-current liabilities due within one year Other current liabilities 400,000,000.00 400,000,000.00 Total of current liabilities 2,541,374,527.22 2,112,077,430.00 Non-current liabilities Long-term loan Bonds payable Long-term accounts payable Special accounts payable Anticipation liability 15,907,258.92 24,138,969.42 Liabilities with the deferred income taxes Other non-current liabilities 1,070,435.98 1,012,313.47 Subtotal of non-current liabilities 16,977,694.90 25,151,282.89 Total of liabilities 2,558,352,222.12 2,137,228,712.89 Shareholders’ equities: Share capital 295,721,852.00 295,721,852.00 Capital reserve 338,280,543.83 337,951,183.00 10 The 2012 Third Quarterly Report of Livzon Pharmaceutical Group Inc. Minus: treasury share Special reserve Surplus reserve 274,248,363.61 274,248,363.61 Profit for the year 78,269,749.40 General risk reserve Undistributed profit 465,453,676.85 613,314,602.85 Conversion margin in foreign currency statement Subtotal of owner’s equities (or 1,451,974,185.69 1,521,236,001.46 shareholders’ equities) Total of liabilities and owner’s 4,010,326,407.81 3,658,464,714.35 equities (shareholders’ equities) Legal representative: Zhu Baoguo Principal of the Financial Department: An Ning Principal of the Accounting Department: Si Yanxia 3. Consolidated Profit Statement in this report period Prepared by: Livzon Pharmaceutical Group Inc. Unit: RMB Yuan Amount in same period of previous Item Amount in this period year I. Total operating income 1,024,017,114.12 792,405,153.47 Including: operating income 1,024,017,114.12 792,405,153.47 Interests income Earned premium Formality fees and commission incomes II. Total operating cost 886,983,260.30 697,370,353.90 Including: operating cost 395,932,474.48 341,459,503.89 Interests payment Formality fees and commission payment Refunded premium Net amount for compensation payment Net amount withdrawn for the reserve of insurance contracts Payments for the policy bonus Amortized Reinsurance Expenditures Operating tax and surtax 16,166,042.36 9,967,997.67 Sales expense 388,588,598.71 274,579,754.37 Management expense 82,212,107.88 74,541,335.77 Financial expense -801,453.78 -8,029,278.84 Loss from asset depreciation 4,885,490.61 4,851,040.99 Plus: returns from the changes of fair values (the loss is listed beginning with 2,685,743.04 -15,373,818.88 “-”). Investment returns (the loss is listed -62,961.81 1,797,547.34 beginning with “-”). Including: the investment returns from 1,017,790.33 -1,172,693.84 the associated enterprises and joint ent 11 The 2012 Third Quarterly Report of Livzon Pharmaceutical Group Inc. erprises Profits form currency exchange (the loss is listed beginning with “-”). III. Operating profit (the loss is listed 139,656,635.10 81,458,528.08 beginning with “-”) Plus : non-operating income 3,385,329.24 5,252,988.04 Minus: non-operating payments 1,688,605.08 1,865,785.95 Including: loss in the disposal of non- 1,512,404.12 102,014.36 current assets IV. Total profit (the loss is listed 141,353,359.26 84,845,730.17 beginning with “-”) Minus: income tax expense 23,044,579.35 19,743,560.07 V. Net profit (the loss is listed 118,308,779.91 65,102,170.10 beginning with “-”) Including: net profits of merged enterprise before the merger Net profit attributable to the owners of 114,925,845.48 59,991,797.25 parent company Profit and loss of the minority of 3,382,934.43 5,110,372.85 shareholders VI. Profit per share: -- -- (I) Basic profit per share 0.39 0.2 (II) Diluted profit per share 0.39 0.2 VII. Other comprehensive profit -1,523,140.49 -6,477,764.74 VIII. Total amount of comprehensive 116,785,639.42 58,624,405.36 profit Subtotal of comprehensive profits attributable to the owners of parent 113,402,704.99 53,514,032.51 company Subtotal of comprehensive profits attributable to the minority of 3,382,934.43 5,110,372.85 shareholders Legal representative: Zhu Baoguo Principal of the Financial Department: An Ning Principal of the Accounting Department: Si Yanxia 4. Profit Statement of Parent Company in this report period Prepared by: Livzon Pharmaceutical Group Inc. Unit: RMB Yuan Amount in same period of previous Item Amount in this period year I. Operating income 471,436,667.27 350,926,420.24 Minus: operating cost 209,389,748.05 184,610,686.13 Operating tax and surtax 5,723,238.46 2,924,561.91 Sales expense 215,296,438.44 140,356,232.00 Management expense 29,788,566.10 26,753,977.54 Financial expense 887,374.45 -8,074,313.87 Loss from asset depreciation 1,984,531.88 2,729,388.76 Plus: returns from the changes of fair values (the loss is listed beginning with “-”). Investment returns (the loss is listed be -1,040,040.68 -540,987.52 12 The 2012 Third Quarterly Report of Livzon Pharmaceutical Group Inc. ginning with “-”). Including: the investment returns from the associated enterprises and joint 43,028.21 -540,987.52 enterprises II. Operating profit (the loss is listed 7,326,729.21 1,084,900.25 beginning with “-”) Plus : non-operating income 709,580.12 25,663.33 Minus: non-operating payments 32,175.50 1,644,662.40 Including: loss in the disposal of non- 2,175.50 19,980.91 current assets III. Total profit (the loss is listed 8,004,133.83 -534,098.82 beginning with “-”) Minus: income tax expense 333,474.97 32,245.54 IV. Net profit (the loss is listed 7,670,658.86 -566,344.36 beginning with “-”) V. Profit per share: -- -- (I) Basic profit per share (II) Diluted profit per share VI. Other comprehensive profit -26,680.83 -1,166,488.07 VII. Total amount of comprehensive 7,643,978.03 -1,732,832.43 profit Legal representative: Zhu Baoguo Principal of the Financial Department: An Ning Principal of the Accounting Department: Si Yanxia 5. Consolidated Profit Statement from the Beginning of Year to End of Report Period Prepared by: Livzon Pharmaceutical Group Inc. Unit: RMB Yuan Amount in same period of previous Item Amount in this period year I. Total operating income 2,909,014,289.56 2,263,842,654.10 Including: operating income 2,909,014,289.56 2,263,842,654.10 Interests income Earned premium Formality fees and commission incomes II. Total operating cost 2,493,758,176.28 1,906,952,893.51 Including: operating cost 1,144,684,910.76 1,018,552,911.16 Interests payment Formality fees and commission payment Refunded premium Net amount for compensation payment Net amount withdrawn for the reserve of insurance contracts Payments for the policy bonus Amortized Reinsurance Expenditures Operating tax and surtax 40,442,078.86 28,300,021.22 Sales expense 1,062,612,062.72 658,489,170.63 Management expense 239,848,812.08 204,108,651.52 13 The 2012 Third Quarterly Report of Livzon Pharmaceutical Group Inc. Financial expense -11,860,825.07 -13,288,418.03 Loss from asset depreciation 18,031,136.93 10,790,557.01 Plus: returns from the changes of fair values (the loss is listed beginning with 4,800,246.93 -15,329,948.18 “-”). Investment returns (the loss is listed 1,668,506.76 1,142,974.78 beginning with “-”). Including: the investment returns from the associated enterprises and joint 1,159,724.22 -2,645,427.34 enterprises Profits form currency exchange (the loss is listed beginning with “-”). III. Operating profit (the loss is listed 421,724,866.98 342,702,787.19 beginning with “-”) Plus : non-operating income 15,945,423.03 27,503,971.07 Minus: non-operating payments 1,913,000.47 2,119,871.89 Including: loss in the disposal of non- 1,712,449.65 162,021.45 current assets IV. Total profit (the loss is listed 435,757,289.54 368,086,886.37 beginning with “-”) Minus: income tax expense 70,716,571.44 66,744,421.51 V. Net profit (the loss is listed 365,040,718.10 301,342,464.86 beginning with “-”) Including: net profits of merged enterprise before the merger Net profit attributable to the owners of 343,630,861.87 280,853,492.84 parent company Profit and loss of the minority of 21,409,856.23 20,488,972.02 shareholders VI. Profit per share: -- -- (I) Basic profit per share 1.16 0.95 (II) Diluted profit per share 1.16 0.95 VII. Other comprehensive profit -758,679.51 -9,096,053.43 VIII. Total amount of comprehensive 364,282,038.59 292,246,411.43 profit Subtotal of comprehensive profits attributable to the owners of parent 342,872,182.36 271,757,439.41 company Subtotal of comprehensive profits attributable to the minority of 21,409,856.23 20,488,972.02 shareholders Legal representative: Zhu Baoguo Principal of the Financial Department: An Ning Principal of the Accounting Department: Si Yanxia 6. Profit Statement of Parent Company from the beginning of year to the end of report period Prepared by: Livzon Pharmaceutical Group Inc. Unit: RMB Yuan Amount in same period of previous Item Amount in this period year I. Operating income 1,330,394,470.97 946,006,255.04 Minus: operating cost 618,489,681.40 546,206,247.87 14 The 2012 Third Quarterly Report of Livzon Pharmaceutical Group Inc. Operating tax and surtax 15,007,084.06 7,137,672.34 Sales expense 578,787,562.33 286,635,513.99 Management expense 78,844,140.80 70,515,637.96 Financial expense -1,050,434.13 -16,634,251.68 Loss from asset depreciation 11,596,805.04 5,052,638.17 Plus: returns from the changes of fair values (the loss is listed beginning with “-”). Investment returns (the loss is listed 50,452,050.71 98,300,968.59 beginning with “-”). Including: the investment returns from the associated enterprises and joint -732,296.10 -1,576,039.41 enterprises II. Operating profit (the loss is listed 79,171,682.18 145,393,764.98 beginning with “-”) Plus : non-operating income 1,921,939.59 284,292.64 Minus: non-operating payments 51,495.58 1,670,070.99 Including: loss in the disposal of non- 4,133.00 25,573.39 current assets III. Total profit (the loss is listed 81,042,126.19 144,007,986.63 beginning with “-”) Minus: income tax expense 2,772,376.79 6,886,857.76 IV. Net profit (the loss is listed 78,269,749.40 137,121,128.87 beginning with “-”) V. Profit per share: -- -- (I) Basic profit per share (II) Diluted profit per share VI. Other comprehensive profit 329,360.84 -1,765,395.59 VII. Total amount of comprehensive 78,599,110.24 135,355,733.28 profit Legal representative: Zhu Baoguo Principal of the Financial Department: An Ning Principal of the Accounting Department: Si Yanxia 7. Consolidated cash flow statement from the Beginning of Year to End of Report Period Prepared by: Livzon Pharmaceutical Group Inc. Unit: RMB Yuan Amount in same period of previous Item Amount in this period year I. Cash flows from operating activities Cash received from sales of goods or 2,979,324,386.94 2,229,443,047.45 rendering of services Net increase from client deposits and deposits from other banks Net increase from the loans from central banks Net increase from the loans from other financial institutions Cash received from the premium of original insurance contracts Net cash amount received from the rei 15 The 2012 Third Quarterly Report of Livzon Pharmaceutical Group Inc. nsurance business Net increase from receivable deposits from the insured and investments Net increase from disposal of tradable financial assets Cash from receiving the interests, formality fees and commissions Net increase from the loans of banks Net increase from the repurchase business capitals Tax refunding 15,341,233.91 6,213,246.47 Cash received related to other 193,038,701.95 83,981,322.58 operating activities Subtotal of cash inflow from the 3,187,704,322.80 2,319,637,616.50 operating activities Cash paid for purchase of goods or 742,838,101.48 714,017,294.94 receiving of services Net increase of client loans and advance money Net increase of deposits in central banks and other banks Cash used for paying the compensation expenses in the original insurance contracts Cash paid for the interests, formality fees and commissions Cash paid for the bonus of policies Cash paid to and on behalf of 234,507,204.82 206,159,157.98 employees Tax payments 429,747,964.16 346,524,302.40 Other cashes paid to operating 1,251,391,775.83 644,907,743.38 activities Subtotal of cash outflow from 2,658,485,046.29 1,911,608,498.70 operating activities Net cash flow from operating 529,219,276.51 408,029,117.80 activities II. Cash flow from investment activities: Cash received from disposal of 1,979,144.92 investments Cash received from investment returns 1,033,253.97 1,049,579.38 Net cash received from disposal of fixed assets, intangible assets and 315,123.60 600,700.00 other long-term assets Net cash received in disposal of the subcompanies and other operating units Cash received related to other investment activities Subtotal of cash inflow from the 3,327,522.49 1,650,279.38 investment activities Cash paid to acquire and construct fixed assets, intangible assets and 669,948,180.40 209,089,094.21 other long-term assets Cash paid to acquire investments 75,766,298.43 77,239,971.40 16 The 2012 Third Quarterly Report of Livzon Pharmaceutical Group Inc. Net increase from the mortgage loan Net cash paid to acquire the subcompanies and other operating units Cash paid related to other investment activities Subtotal of cash outflow from 745,714,478.83 286,329,065.61 investment activities Net amount of cash flow received -742,386,956.34 -284,678,786.23 from the investment activities III. Cash flow from financing activities: Cash received from investors 11,270,000.00 Including: cash received from the investment of minority of shareholders in the subcompanies Cash from loans 502,257,886.64 172,745,504.00 Cash from the issuing of short-term 400,000,000.00 financing bonds Cash received related to other 13,250,000.00 6,200,000.00 financing activities Subtotal of cash inflow from the 515,507,886.64 590,215,504.00 financing activities Repayments of loans 620,250,531.16 299,293,208.34 Cash paid for distribution of dividends, 199,049,650.22 56,998,779.07 profits and repayment of interests Including: the dividends and profits paid to the minority of shareholders by 56,998,779.07 the subcompanies Cash payments related to other 1,600,000.00 1,600,000.00 financing activities Loans to subcompanies 1,600,000.00 Sub-total of cash outflow from the 820,900,181.38 416,490,766.48 financing activities Net cash flow from financing activities -305,392,294.74 173,724,737.52 IV. Effect of foreign exchange fluctuation on cash and cash 1,237,771.65 -2,285,521.03 equivalents V. Net increase of cash and cash -117,322,202.92 353,388,327.13 equivalents Plus: Balance of cash and cash equivalents at the beginning of the 1,432,175,794.78 353,388,327.13 period VI Balance of cash and cash 1,314,853,591.86 1,197,870,184.72 equivalents at the end of the period Legal representative: Zhu Baoguo Principal of the Financial Department: An Ning Principal of the Accounting Department: Si Yanxia 8. Cash Flow Statement of Parent Company from the Beginning of Year to End of Report Period Prepared by: Livzon Pharmaceutical Group Inc. Unit: RMB Yuan Item Amount in this period Amount in same period of previous 17 The 2012 Third Quarterly Report of Livzon Pharmaceutical Group Inc. year I. Cash flows from operating activities Cash received from sales of goods or 1,359,174,946.52 946,025,305.81 rendering of services Tax refunding 98,724.31 Cash received related to other 233,975,884.89 127,641,195.39 operating activities Subtotal of cash inflow from the 1,593,150,831.41 1,073,765,225.51 operating activities Cash paid for purchase of goods or 571,235,760.39 573,826,849.93 receiving of services Cash paid to and on behalf of 56,116,061.68 55,110,014.24 employees Tax payments 132,879,456.76 71,045,139.36 Other cashes paid to operating 791,906,389.61 376,964,672.72 activities Subtotal of cash outflow from 1,552,137,668.44 1,076,946,676.25 operating activities Subtotal of cash outflow from operating 41,013,162.97 -3,181,450.74 activities Net cash flow from operating activities Cash received from disposal of investments Cash received from investment returns 151,818.90 Net cash received from disposal of fixed assets, intangible assets and 168,000.00 187,095.00 other long-term assets Net cash received in disposal of the subcompanies and other operating units Cash received related to other 52,115,596.80 99,877,008.00 investment activities Subtotal of cash inflow from the 52,435,415.70 100,064,103.00 investment activities Cash paid to acquire and construct fixed assets, intangible assets and 13,976,887.82 12,749,509.10 other long-term assets Cash paid to acquire investments 75,766,298.43 362,969,971.40 Net cash paid to acquire the subcompanies and other operating units Cash paid related to other investment 126,379.95 activities Subtotal of cash outflow from 89,743,186.25 375,845,860.45 investment activities Net amount of cash flow received -37,307,770.55 -275,781,757.45 from the investment activities III. Cash flow from financing activities: Cash received from investors Cash from loans 477,852,886.64 85,070,944.00 Cash from the issuing of short-term 400,000,000.00 financing bonds 18 The 2012 Third Quarterly Report of Livzon Pharmaceutical Group Inc. Cash received related to other financing activities Subtotal of cash inflow from the 477,852,886.64 485,070,944.00 financing activities Repayments of loans 559,848,551.16 190,027,800.11 Cash paid for distribution of dividends, 191,663,827.91 33,954,051.97 profits and repayment of interests Cash payments related to other 1,600,000.00 1,600,000.00 financing activities Loans to subcompanies 201,119,907.85 -605,504,148.33 Sub-total of cash outflow from the 954,232,286.92 -345,968,244.28 financing activities Net cash flow from financing activities -476,379,400.28 831,039,188.28 IV. Effect of foreign exchange fluctuation on cash and cash 308,151.43 -2,480.27 equivalents V. Net increase of cash and cash -72,365,856.43 586,027,551.79 equivalents Plus: Balance of cash and cash equivalents at the beginning of the 1,306,877,982.24 586,027,551.79 period VI Balance of cash and cash 1,234,512,125.81 1,107,348,040.48 equivalents at the end of the period Legal representative: Zhu Baoguo Principal of the Financial Department: An Ning Principal of the Accounting Department: Si Yanxia (II) Auditing report Auditing opinion: this financial statement has not been audited. Livzon Pharmaceutical Group Inc. Chairman: Zhu Baoguo October 27, 2012 19