Report for the First Quarter of 2011 of Hubei Sanonda Co., Ltd. HUBEI SANONDA CO., LTD. REPORT FOR THE FIRST QUARTER OF 2011 §1 Important Notes 1.1 The Board of Directors, the Supervisory Committee as well as directors, supervisors and senior executives of Hubei Sanonda Co., Ltd. (hereinafter referred to as “the Company”) guarantee that this report does not contain any false information, misleading statement or material omission and will take individual and/or joint liabilities for the factuality, accuracy and completeness of this report. 1.2 Financial statements for the first quarter of 2011 have not been audited by an accounting firm. 1.3 Mr. Li Zuorong, the company principal, and Mr. He Xuesong, the principal of the accounting work and the person-in-charge of the accounting department (the accounting principal), hereby confirm that the financial statements enclosed in the quarterly report is true and complete. [English translation for reference only. Should there be any discrepancy between the two versions, the Chinese version shall prevail.] §2 Company Profile 2.1 Main accounting data and financial indices Unit: RMB Yuan 31 Mar. 2011 31 Dec. 2010 Increase/decrease (%) Total assets (Yuan) 2,349,433,380.35 2,113,217,292.03 11.18% Owners’ equity attributable to shareholders of the 1,110,090,152.50 1,134,047,169.15 -2.11% Company (Yuan) Share capital (share) 593,923,220.00 593,923,220.00 0.00% Net assets per share attributable to shareholders 1.87 1.91 -2.09% of the Company (Yuan/share) Jan.-Mar. 2011 Jan.-Mar. 2010 Increase/decrease (%) Gross revenue (Yuan) 465,889,677.27 377,247,000.51 23.50% Net profit attributable to shareholders of the 8,227,439.93 7,109,506.88 15.72% Company (Yuan) Net cash flows from operating activities (Yuan) -49,561,364.57 -118,185,339.00 -58.06% Net cash flows per share from operating -0.08 -0.20 -60.00% activities (Yuan/share) Basic EPS (Yuan/share) 0.0139 0.0120 15.83% Diluted EPS (Yuan/share) 0.0139 0.0120 15.83% Weighted average ROA (%) 0.73% 0.65% 0.08% Weighted average ROA after deducting 1.17% 0.64% 0.53% non-recurring gains and losses (%) Items of non-recurring gains and losses √Applicable □Inapplicable Unit: RMB Yuan Items of non-recurring gains and losses Amount Notes (if applicable) Net current gains/losses from the period-begin to the combination date arising from subsidiaries obtained under business combinations under -10,395.14 the same control Other non-operating incomes and expenses -178,008.96 Fees paid by the Company to Sanonda Other gain/loss items that satisfy the definition of non-recurring gains Group and China National -6,350,000.00 and losses Agrochemical Corp. for their provision of guarantees for the Company Income tax effects 1,634,601.03 Minority interests effects 5,633.86 Total -4,898,169.21 - 1 Report for the First Quarter of 2011 of Hubei Sanonda Co., Ltd. 2.2 Total number of shareholders and shares held by the top ten shareholders not subject to trading moratorium at the end of the reporting period Unit: share Total number of shareholders at the end of the 74,751, of which the total number of A-share holders being 50,312 reporting period Shares held by the top ten shareholders not subject to trading moratorium Shares not subject to trading moratorium Full name of shareholder Type of share held at the period-end Sanonda Group Corporation 118,887,202 RMB ordinary shares State-Owned Assets Administration Bureau of 4,169,266 RMB ordinary shares Qichun County GUOTAI JUNAN SECURITIES(HONGKONG) 3,432,689 Domestically listed foreign shares LIMITED Yuan Haixiang 3,002,349 RMB ordinary shares Huang Yangsheng 2,678,950 RMB ordinary shares Jingzhou Shashi District Rural Credit 2,500,000 RMB ordinary shares Cooperative Li Dongliang 2,445,338 RMB ordinary shares Luo Qian 2,435,666 RMB ordinary shares Hong Qina 2,412,494 RMB ordinary shares Zhou Baoping 2,254,327 RMB ordinary shares §3 Significant Events 3.1 Significant changes in main accounting statement items and financial indicators as well as reasons for these changes √Applicable □Non-applicable Unit: RMB Ten thousand 31 Mar. 2011 31 Dec. 2010 Financial statement Increase/decrease (Jan.-Mar. (Jan.-Mar. Main reasons for change items (%) 2011) 2010) Monetary funds 42.98% Increase of short-term borrowings 29,733 20,794 Accounts Sales receivables within the 101.19% receivable 17,266 8,582 normal credit term Increase of capital needs for Short-term 148.09% production and technical borrowings 25,104 10,119 innovation Increase of payables for raw Accounts payable 38.94% 14,493 10,431 materials and construction Increase of inter-company Other payables 37.01% 4,427 3,231 payables Freight and export expenses Selling expense 1,831 1,043 75.58% increased as a result of the sale rise. Administrative Increase of production halt loss 2,474 1,425 73.54% expense and payroll expense Increase of guarantee fees and Financial expense 2,028 979 107.17% export agency fees 3.2 Progress of significant events as well as their influence and solutions 3.2.1 Non-standard audit opinion □Applicable √Inapplicable 3.2.2 The Company provides funds for the controlling shareholder or its related parties or provides external guarantees in violation of the prescribed procedure □Applicable √Inapplicable 3.2.3 Significant contracts signed and executed concerning routine operation □Applicable √Inapplicable 2 Report for the First Quarter of 2011 of Hubei Sanonda Co., Ltd. 3.2.4 Other √Applicable □Inapplicable With 28 Feb. 2011 as the combination date, the Company included Jingzhou Hongxiang Chemicals Co., Ltd., a subsidiary obtained by the Company in a business combination under the same control, into its consolidated financial statements for the reporting period. The relevant opening items in the balance sheet were re-stated retrospectively, with the effect on retained earnings being RMB -960,907.36 and the effect on equity attributable to owners of the Company being RMB 28,439,092.64. For the reporting period, Jingzhou Hongxiang Chemicals Co., Ltd. achieved net profit of RMB -10,395.14 before the combination. 3.3 Commitments made by the Company, its shareholders and actual controller Commitments made by the Company, its directors, supervisors, senior executives, shareholders holding over 5% of the Company’s shares, actual controller and other related parties in the reporting period, or such commitments carried down into the reporting period □Applicable √Inapplicable 3.4 Warnings of possible loss or large-margin year-on-year change of the accumulative net profit made during the period from the beginning of the year to the end of the next reporting period according to prediction, as well as explanations on the reasons □Applicable √Inapplicable 3.5 Other significant events 3.5.1 Securities investments □Applicable √Inapplicable 3.5.2 Researches, interviews and visits received in the reporting period No field researches, phone calls or written inquiries were received from any investor in the reporting period. 3.6 Derivative investments □Applicable √Inapplicable 3.6.1 Derivative investments held at the end of the reporting period □Applicable √Inapplicable §4 Attachments 4.1 Balance sheet Prepared by Hubei Sanonda Co., Ltd 31 Mar. 2011 Unit: RMB Yuan Closing balance Opening balance Items Consolidation The Company Consolidation The Company Current Assets: Monetary funds 297,325,178.77 226,856,036.37 207,943,720.75 141,059,742.96 Settlement reserves Lendings to banks and other financial institutions Transactional financial assets Notes receivable 24,022,655.77 21,667,655.77 33,591,881.21 31,931,881.21 Accounts receivable 172,658,119.14 142,436,417.73 85,817,244.11 79,739,307.64 Accounts paid in advance 22,370,474.51 16,921,465.20 17,358,455.95 12,147,154.26 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable Other accounts receivable 36,624,936.90 120,928,608.87 34,747,002.71 100,040,050.80 Financial assets purchased under agreements to resell 3 Report for the First Quarter of 2011 of Hubei Sanonda Co., Ltd. Inventories 317,036,495.32 279,028,750.24 275,951,648.02 221,107,344.13 Non-current assets due within 1 year Other current assets Total current assets 870,037,860.41 807,838,934.18 655,409,952.75 586,025,481.00 Non-current assets: Entrusted loans and advances granted Available-for-sale financial assets Held-to-maturity investments Long-term accounts receivable Long-term equity investment 10,828,382.63 81,503,311.36 10,828,382.63 48,983,405.95 Investing property 4,875,612.50 4,875,612.50 4,875,612.50 4,875,612.50 Fixed assets 687,133,470.60 638,657,923.72 707,041,960.12 658,308,612.67 Construction in progress 611,285,081.84 479,345,300.67 570,246,228.13 450,486,934.93 Engineering materials 1,578,083.24 0.00 164,468.82 Disposal of fixed assets -66,678.85 -66,678.85 Production biological assets Oil-gas assets Intangible assets 149,626,406.80 132,504,467.19 150,515,525.90 133,260,813.21 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 14,135,161.18 10,084,602.65 14,135,161.18 10,084,602.65 Other non-current assets Total of non-current assets 1,479,395,519.94 1,346,904,539.24 1,457,807,339.28 1,305,999,981.91 Total assets 2,349,433,380.35 2,154,743,473.42 2,113,217,292.03 1,892,025,462.91 Current liabilities: Short-term borrowings 251,035,599.41 160,000,000.00 101,186,235.61 10,000,000.00 Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Borrowings from banks and other financial institutions Transactional financial liabilities Notes payable Accounts payable 144,933,290.11 112,293,631.88 104,313,009.97 77,890,791.49 Accounts received in advance 57,756,797.29 33,725,833.45 63,264,694.18 32,689,813.89 Financial assets sold for repurchase Handling charges and commissions payable Employee’s compensation 5,249,761.63 3,680,432.10 13,159,536.52 10,876,073.00 payable Tax payable -22,126,635.66 -9,438,886.48 -25,483,838.77 -12,702,756.69 Interest payable Dividend payable 349,463.30 349,463.30 349,463.30 349,463.30 Other accounts payable 44,274,727.11 29,146,423.31 32,314,989.04 25,112,456.35 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Non-current liabilities due 200,000,000.00 200,000,000.00 200,000,000.00 200,000,000.00 within 1 year Other current liabilities 0.00 0.00 Total current liabilities 681,473,003.19 529,756,897.56 489,104,089.85 344,215,841.34 Non-current liabilities: Long-term borrowings 532,560,000.00 532,560,000.00 459,560,000.00 459,560,000.00 Bonds payable 0.00 0.00 0.00 4 Report for the First Quarter of 2011 of Hubei Sanonda Co., Ltd. Long-term payables 7,640,000.00 7,640,000.00 7,640,000.00 7,640,000.00 Specific payables Estimated liabilities Deferred income tax liabilities Other non-current liabilities 8,180,312.16 8,168,888.89 10,388,566.16 8,168,888.89 Total non-current liabilities 548,380,312.16 548,368,888.89 477,588,566.16 475,368,888.89 Total liabilities 1,229,853,315.35 1,078,125,786.45 966,692,656.01 819,584,730.23 Owners’ equity (or shareholders’ equity) Paid-up capital (or share 593,923,220.00 593,923,220.00 593,923,220.00 593,923,220.00 capital) Capital reserves 265,474,656.04 263,799,837.18 300,991,478.35 268,447,075.77 Less: Treasury stock 0.00 0.00 0.00 Specific reserves 17,835,047.79 9,071,254.58 14,502,682.06 7,566,658.23 Surplus reserves 74,787,056.27 74,787,056.27 74,787,056.27 74,787,056.27 Provisions for general risks Retained profits 158,070,172.40 135,036,318.94 149,842,732.47 127,716,722.41 Foreign exchange difference Total equity attributable to owners 1,110,090,152.50 1,076,617,686.97 1,134,047,169.15 1,072,440,732.68 of the Company Minority interests 9,489,912.50 12,477,466.87 Total owners’ equity 1,119,580,065.00 1,076,617,686.97 1,146,524,636.02 1,072,440,732.68 Total liabilities and owners’ 2,349,433,380.35 2,154,743,473.42 2,113,217,292.03 1,892,025,462.91 equity 4.2 Income statement Prepared by Hubei Sanonda Co., Ltd Jan.-Mar. 2011 Unit: RMB Yuan Jan.-Mar. 2011 Jan.-Mar. 2010 Items Consolidation The Company Consolidation The Company I. Total operating revenues 465,889,677.27 395,007,012.61 377,247,000.51 276,938,206.08 Including: Sales income 465,889,677.27 395,007,012.61 377,247,000.51 276,938,206.08 Interest income Premium income Handling charge and commission income II. Total operating cost 454,028,557.92 385,241,589.96 367,946,268.49 269,530,342.49 Including: Cost of sales 390,460,597.82 334,715,323.86 332,895,862.20 246,626,061.74 Interest expenses Handling charge and commission expenses Surrenders Net claims paid Net amount withdrawn for the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate 240,340.66 13,465.09 578,381.01 353,549.67 charges Selling and distribution 18,306,826.20 12,260,269.20 10,426,761.12 5,795,978.06 expenses Administrative expenses 24,738,310.21 18,425,436.94 14,254,874.63 7,348,573.44 Financial expenses 20,282,483.03 19,827,094.87 9,790,389.53 9,406,179.58 Asset impairment loss 0.00 0.00 0.00 Add: Gain/(loss) from change in 0.00 0.00 0.00 fair value (“-” means loss) Gain/(loss) from investment 0.00 0.00 0.00 (“-” means loss) Including: share of profits in 0.00 associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means 11,861,119.35 9,765,422.65 9,300,732.02 7,407,863.59 loss) 5 Report for the First Quarter of 2011 of Hubei Sanonda Co., Ltd. Add: non-operating income 11,857.45 11,055.39 420,553.67 7,600.00 Less: non-operating expense 250,694.71 17,016.00 205,378.97 0.00 Including: loss from non-current asset disposal IV. Total profit (“-” means loss) 11,622,282.09 9,759,462.04 9,515,906.72 7,415,463.59 Less: Income tax expense 2,969,117.41 2,439,865.51 2,723,440.80 1,853,865.90 V. Net profit (“-” means loss) 8,653,164.68 7,319,596.53 6,792,465.92 5,561,597.69 Attributable to owners of the 8,227,439.93 7,319,596.53 7,109,506.88 5,561,597.69 Company Minority shareholders’ 425,724.75 -317,040.96 0.00 income VI. Earnings per share (I) basic earnings per share 0.0139 0.0120 (II) diluted earnings per 0.0139 0.0120 share Ⅶ. Other comprehensive incomes Ⅷ. Total comprehensive incomes 8,653,164.68 7,319,596.53 6,792,465.92 5,561,597.69 Attributable to owners of the 8,227,439.93 7,319,596.53 7,109,506.88 5,561,597.69 Company Attributable to minority 425,724.75 -317,040.96 0.00 shareholders Where there were business combinations under the same control in the reporting period, the combined parties achieved net profits of RMB -10,395.14 before the combinations. 4.3 Cash flow statement Prepared by Hubei Sanonda Co., Ltd Jan.-Mar. 2011 Unit: RMB Yuan Jan.-Mar. 2011 Jan.-Mar. 2010 Items Consolidation The Company Consolidation The Company I. Cash flows from operating activities: Cash received from sale of commodities and rendering of 360,268,014.34 308,330,374.13 255,075,991.51 188,607,604.01 service Net increase of deposits from customers and dues from banks Net increase of loans from the central bank Net increase of funds borrowed from other financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business Net increase of deposits of policy holders and investment fund Net increase of disposal of tradable financial assets Cash received from interest, handling charges and commissions Net increase of borrowings from banks and other financial institutions Net increase of funds in repurchase business Tax refunds received 10,820,609.29 8,276,893.65 4,357,301.43 1,919,719.19 Other cash received relating to 19,611,371.28 7,382,609.36 18,839,351.58 7,996,483.53 operating activities Subtotal of cash inflows from 390,699,994.91 323,989,877.14 278,272,644.52 198,523,806.73 operating activities Cash paid for goods and 362,922,240.74 305,714,437.34 334,005,625.53 249,407,442.80 services 6 Report for the First Quarter of 2011 of Hubei Sanonda Co., Ltd. Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from banks Cash for paying claims of the original insurance contracts Cash for paying interest, handling charges and commissions Cash for paying policy dividends Cash paid to and for employees 33,006,626.20 25,718,272.05 23,076,475.49 17,598,536.82 Various taxes paid 4,720,603.50 2,374,793.75 2,897,733.13 62,077.72 Other cash payment relating to 39,611,889.04 46,575,382.92 36,478,149.37 23,533,034.35 operating activities Subtotal of cash outflows from 440,261,359.48 380,382,886.06 396,457,983.52 290,601,091.69 operating activities Net cash flows from operating -49,561,364.57 -56,393,008.92 -118,185,339.00 -92,077,284.96 activities II. Cash flows from investing activities: Cash received from disposal of investments Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets 400,698.67 69,346.00 50,114.00 15,450.00 and other long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating 238,473.04 238,473.04 to investing activities Subtotal of cash inflows 400,698.67 69,346.00 288,587.04 253,923.04 from investing activities Cash paid to acquire fixed assets, intangible assets and other 43,954,185.91 37,885,635.66 69,181,101.82 61,920,715.51 long-term assets Cash paid for investment 26,017,144.00 26,017,144.00 Net increase of pledged loans Net cash paid to acquire subsidiaries and other business units Other cash payments relating to 6,041.31 6,041.31 158,901.51 158,901.51 investing activities Subtotal of cash outflows from 69,977,371.22 63,908,820.97 69,340,003.33 62,079,617.02 investing activities Net cash flows from investing -69,576,672.55 -63,839,474.97 -69,051,416.29 -61,825,693.98 activities III. Cash Flows from Financing Activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from 286,927,494.37 250,000,000.00 250,865,127.14 230,000,000.00 borrowings Cash received from issuance of bonds Other cash received relating to 1,048,754.42 974,860.65 financing activities Subtotal of cash inflows from 287,976,248.79 250,974,860.65 250,865,127.14 230,000,000.00 financing activities 7 Report for the First Quarter of 2011 of Hubei Sanonda Co., Ltd. Repayment of borrowings 47,561,509.55 27,000,000.00 75,743,172.95 75,000,000.00 Cash paid for interest expenses and distribution of 25,028,954.11 11,579,850.86 12,041,097.79 11,251,662.49 dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating 6,866,289.99 6,366,232.49 248,969.63 138,341.62 to financing activities Sub-total of cash outflows from 79,456,753.65 44,946,083.35 88,033,240.37 86,390,004.11 financing activities Net cash flows from financing 208,519,495.14 206,028,777.30 162,831,886.77 143,609,995.89 activities IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash 89,381,458.02 85,796,293.41 -24,404,868.52 -10,292,983.05 equivalents Add: Cash and cash 207,943,720.75 141,059,742.96 474,460,623.29 424,584,953.40 equivalents at the period-begin VI. Cash and cash equivalents at 297,325,178.77 226,856,036.37 450,055,754.77 414,291,970.35 the period-end 4.4 Auditor’s report Auditor’s opinion: un-audited §5 Other Information 5.1 Capital occupation by the principal shareholder and its affiliated enterprises for non-operating purposes and the repayment progress thereof □Applicable √Inapplicable 5.2 Provision of external guarantees in violation of the prescribed procedure □Applicable √Inapplicable 8