Report for the First Quarter of 2012 of Hubei Sanonda Co., Ltd. HUBEI SANONDA CO., LTD. REPORT FOR THE FIRST QUARTER OF 2012 §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 2012 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. 2012 31 Dec. 2011 Increase/decrease (%) Total assets (Yuan) 2,526,612,713.27 2,292,650,234.81 10.20% Owners’ equity attributable to shareholders of the 1,172,692,028.08 1,156,347,732.27 1.41% Company (Yuan) Share capital (share) 593,923,220.00 593,923,220.00 0.00% Net assets per share attributable to shareholders 1.97 1.95 1.03% of the Company (Yuan/share) Jan.-Mar. 2012 Jan.-Mar. 2011 Increase/decrease (%) Gross revenues (Yuan) 501,283,492.34 465,889,677.27 7.60% Net profit attributable to shareholders of the 14,030,342.75 8,227,439.93 70.53% Company (Yuan) Net cash flows from operating activities (Yuan) -11,945,307.62 -49,561,364.57 75.90% Net cash flows per share from operating -0.02 -0.08 75.00% activities (Yuan/share) Basic EPS (Yuan/share) 0.0236 0.0139 69.78% Diluted EPS (Yuan/share) 0.0236 0.0139 69.78% Weighted average ROA (%) 1.20% 0.73% 0.47% Weighted average ROA after deducting 1.22% 1.17% 0.05% non-recurring gains and losses (%) Items of non-recurring gains and losses √Applicable □Inapplicable Unit: RMB Yuan From the year-begin to the Items of non-recurring gains and losses Notes (if applicable) period-end Gains and losses on non-current asset disposal -112,327.29 Other non-operating incomes and expenses -58,752.94 Income tax effects -9,556.17 Minority interests effects 8,081.74 Total -172,554.66 - 1 Report for the First Quarter of 2012 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 75,615, of which the total number of A-share holders being 51,395 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 China Merchants Securities (HK) Co., Ltd. 3,040,807 Domestically listed foreign shares Zhongrong International Trust Co., 2,665,300 RMB ordinary shares Ltd.—Extraordinary Structuring No. 5 Jingzhou Shashi District Union Rural Credit 2,500,000 RMB ordinary shares Cooperation China Opportunities H-B Fund 2,299,911 Domestically listed foreign shares Guotai Junan Securities (Hong Kong) Limited 1,876,691 Domestically listed foreign shares Chen Qiaoling 1,390,830 RMB ordinary shares Sun Long 1,299,295 RMB ordinary shares Liu Guocheng 1,214,000 Domestically listed foreign 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 31 Mar. 2012 31 Dec. 2011 Financial (RMB Ten (RMB Ten thousand) thousand) Increase/decrease statement Main reasons for change (%) items (Jan.-Mar. (Jan.-Mar. 2011) 2012) Monetary 31,470 21,959 43.31% Increase of short-term borrowings funds Notes 2,123 3668 -42.12% Notes were adopted more often in settlement. receivable Sales income increased and settlement methods with recourse Accounts 19,536 10,622 83.92% were adopted in most export transactions, which led to longer receivable settlement periods. Prepayments 3,735 1,537 143.01% More prepayments for raw materials Short-term Increase of capital needs for production and technical 48,208 29,314 64.45% borrowings innovation Accounts More accounts payable for raw materials and construction 20,338 12,264 65.83% payable projects Accounts received in 3,524 5,496 -35.88% Some customers took delivery of goods. advance Payroll 647 1,166 -44.51% Bonuses for last year were distributed in the reporting period. payable Taxes and fares -2,838 -2,041 39.05% Input VAT to be deducted increased. payable 2 Report for the First Quarter of 2012 of Hubei Sanonda Co., Ltd. Net profit attributable to owners of 1,403 823 70.47% Sales income increased and period expenses decreased. the Company 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 3.2.4 Other □Applicable √Inapplicable 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 Main discussion and materials Time Place Way of reception Type of visitor Visitor provided by the Company Asked about reasons for the 13 Feb. 2012 The Company By telephone Individual Individual investor Company’s share suspension Asked about reasons for the 14 Feb. 2012 The Company By telephone Individual Individual investor Company’s share suspension Asked if the share trading 7 Mar. 2012 The Company By telephone Individual Individual investor resumption would be put off Asked if the share trading 8 Mar. 2012 The Company By telephone Individual Individual investor resumption would be put off Asked if the share trading could 19 Mar. 2012 The Company By telephone Individual Individual investor resume on time before 9 Apr. 2012 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. 2012 Unit: RMB Yuan Items Closing balance Opening balance 3 Report for the First Quarter of 2012 of Hubei Sanonda Co., Ltd. Consolidation The Company Consolidation The Company Current Assets: Monetary funds 314,703,200.19 252,288,216.75 219,587,687.99 178,056,420.12 Settlement reserves Lendings to banks and other financial institutions Transactional financial assets Notes receivable 21,232,092.42 18,898,366.42 36,684,056.23 35,470,074.23 Accounts receivable 195,355,976.61 187,617,015.61 106,218,693.29 107,116,214.14 Accounts paid in advance 37,347,338.79 25,169,787.80 15,366,338.39 19,942,535.80 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable 650,000.00 Other accounts receivable 27,736,631.09 158,401,485.54 24,413,841.54 139,147,365.19 Financial assets purchased under agreements to resell Inventories 344,643,389.54 309,828,128.46 297,952,963.89 249,816,677.70 Non-current assets due within 1 year Other current assets 14,374.73 Total current assets 941,018,628.64 952,853,000.58 700,237,956.06 729,549,287.18 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 9,153,782.63 76,768,711.36 9,153,782.63 76,768,711.36 Investing property 4,635,212.50 4,635,212.50 4,635,212.50 4,635,212.50 Fixed assets 1,081,505,356.25 1,043,993,046.75 1,114,276,784.03 1,075,433,427.78 Construction in progress 330,859,645.29 205,924,308.08 303,864,055.51 168,798,220.23 Engineering materials Disposal of fixed assets -11,320.74 -11,320.74 Production biological assets Oil-gas assets Intangible assets 146,422,116.83 131,826,471.89 147,453,152.21 132,784,006.82 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 13,029,291.87 8,852,524.81 13,029,291.87 8,852,524.81 Other non-current assets Total of non-current assets 1,585,594,084.63 1,471,988,954.65 1,592,412,278.75 1,467,272,103.50 Total assets 2,526,612,713.27 2,424,841,955.23 2,292,650,234.81 2,196,821,390.68 Current liabilities: Short-term borrowings 482,075,626.29 463,500,000.00 293,139,068.38 279,000,000.00 Borrowings from Central Bank 4 Report for the First Quarter of 2012 of Hubei Sanonda Co., Ltd. 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 203,380,844.99 177,155,539.20 122,637,168.06 101,223,780.57 Accounts received in advance 35,235,523.00 24,179,227.87 54,962,481.73 32,554,691.41 Financial assets sold for repurchase Handling charges and commissions payable Employee’s compensation 6,473,491.43 5,602,399.87 11,657,468.95 8,669,946.00 payable Tax payable -28,377,005.38 -9,067,192.70 -20,410,811.16 -1,071,376.94 Interest payable Dividend payable 349,463.30 349,463.30 349,463.30 349,463.30 Other accounts payable 52,729,797.11 33,798,255.53 42,034,152.27 34,105,455.15 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Non-current liabilities due 96,990,000.00 96,990,000.00 96,990,000.00 96,990,000.00 within 1 year Other current liabilities Total current liabilities 848,857,740.74 792,507,693.07 601,358,991.53 551,821,959.49 Non-current liabilities: Long-term borrowings 477,560,000.00 477,560,000.00 507,560,000.00 507,560,000.00 Bonds payable Long-term payables 650,000.00 650,000.00 650,000.00 650,000.00 Specific payables Estimated liabilities Deferred income tax liabilities Other non-current liabilities 17,532,436.98 7,947,777.78 17,614,680.98 7,947,777.78 Total non-current liabilities 495,742,436.98 486,157,777.78 525,824,680.98 516,157,777.78 Total liabilities 1,344,600,177.72 1,278,665,470.85 1,127,183,672.51 1,067,979,737.27 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 266,649,062.72 263,799,837.18 266,649,062.72 263,799,837.18 Less: Treasury stock Specific reserves 20,160,967.92 14,752,298.34 17,847,014.86 12,647,237.00 Surplus reserves 80,383,814.33 80,383,814.33 80,383,814.33 80,383,814.33 Provisions for general risks Retained profits 211,574,963.11 193,317,314.53 197,544,620.36 178,087,544.90 Foreign exchange difference Total equity attributable to owners 1,172,692,028.08 1,146,176,484.38 1,156,347,732.27 1,128,841,653.41 of the Company Minority interests 9,320,507.47 9,118,830.03 5 Report for the First Quarter of 2012 of Hubei Sanonda Co., Ltd. Total owners’ equity 1,182,012,535.55 1,146,176,484.38 1,165,466,562.30 1,128,841,653.41 Total liabilities and owners’ 2,526,612,713.27 2,424,841,955.23 2,292,650,234.81 2,196,821,390.68 equity 4.2 Income statement Prepared by Hubei Sanonda Co., Ltd Jan.-Mar. 2012 Unit: RMB Yuan Jan.-Mar. 2012 Jan.-Mar. 2011 Items Consolidation The Company Consolidation The Company I. Total operating revenues 501,283,492.34 430,221,750.34 465,889,677.27 395,007,012.61 Including: Sales income 501,283,492.34 430,221,750.34 465,889,677.27 395,007,012.61 Interest income Premium income Handling charge and commission income II. Total operating cost 481,053,559.24 410,866,122.52 454,028,557.92 385,241,589.96 Including: Cost of sales 430,506,913.43 410,866,122.52 390,460,597.82 334,715,323.86 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 165,454.85 52,666.59 240,340.66 13,465.09 charges Selling and distribution 13,674,778.20 8,995,775.27 18,306,826.20 12,260,269.20 expenses Administrative expenses 18,693,517.49 13,774,690.38 24,738,310.21 18,425,436.94 Financial expenses 18,388,588.93 18,281,440.07 20,282,483.03 19,827,094.87 Asset impairment loss -375,693.66 0.00 Add: Gain/(loss) from change in 0.00 fair value (“-” means loss) Gain/(loss) from investment 650,000.00 0.00 (“-” means loss) Including: share of profits in 0.00 associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means 20,229,933.10 20,005,627.82 11,861,119.35 9,765,422.65 loss) Add: non-operating income 214,065.01 214,065.01 11,857.45 11,055.39 Less: non-operating expense 385,145.24 130,000.00 250,694.71 17,016.00 Including: loss from non-current asset disposal IV. Total profit (“-” means loss) 20,058,852.87 20,089,692.83 11,622,282.09 9,759,462.04 Less: Income tax expense 5,627,801.00 4,859,923.20 2,969,117.41 2,439,865.51 V. Net profit (“-” means loss) 14,431,051.87 15,229,769.63 8,653,164.68 7,319,596.53 Attributable to owners of the 14,030,342.75 15,229,769.63 8,227,439.93 7,319,596.53 Company Minority shareholders’ 400,709.12 425,724.75 income VI. Earnings per share (I) basic earnings per share 0.0236 0.0139 6 Report for the First Quarter of 2012 of Hubei Sanonda Co., Ltd. (II) diluted earnings per 0.0236 0.0139 share Ⅶ. Other comprehensive incomes Ⅷ. Total comprehensive incomes 14,431,051.87 15,229,769.63 8,653,164.68 7,319,596.53 Attributable to owners of the 14,030,342.75 15,229,769.63 8,227,439.93 7,319,596.53 Company Attributable to minority 400,709.12 425,724.75 shareholders Where there were business combinations under the same control in the reporting period, the combined parties achieved net profits of RMB 0.00 before the combinations. 4.3 Cash flow statement Prepared by Hubei Sanonda Co., Ltd Jan.-Mar. 2012 Unit: RMB Yuan Jan.-Mar. 2012 Jan.-Mar. 2011 Items Consolidation The Company Consolidation The Company I. Cash flows from operating activities: Cash received from sale of commodities and rendering of 442,474,827.67 374,860,737.80 360,268,014.34 308,330,374.13 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 332,537.15 10,820,609.29 8,276,893.65 Other cash received relating to 19,011,508.41 10,602,989.13 19,611,371.28 7,382,609.36 operating activities Subtotal of cash inflows from 461,818,873.23 385,463,726.93 390,699,994.91 323,989,877.14 operating activities Cash paid for goods and 406,038,847.03 350,866,822.74 362,922,240.74 305,714,437.34 services 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 7 Report for the First Quarter of 2012 of Hubei Sanonda Co., Ltd. Cash paid to and for employees 36,059,024.14 31,210,809.97 33,006,626.20 25,718,272.05 Various taxes paid 3,526,215.79 2,005,145.47 4,720,603.50 2,374,793.75 Other cash payment relating to 28,140,093.89 34,048,505.08 39,611,889.04 46,575,382.92 operating activities Subtotal of cash outflows from 473,764,180.85 418,131,283.26 440,261,359.48 380,382,886.06 operating activities Net cash flows from operating -11,945,307.62 -32,667,556.33 -49,561,364.57 -56,393,008.92 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 12,000.00 12,000.00 400,698.67 69,346.00 and other long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows 12,000.00 12,000.00 400,698.67 69,346.00 from investing activities Cash paid to acquire fixed assets, intangible assets and other 34,836,648.44 31,714,091.15 43,954,185.91 37,885,635.66 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 investing activities Subtotal of cash outflows from 34,836,648.44 31,714,091.15 69,977,371.22 63,908,820.97 investing activities Net cash flows from investing -34,824,648.44 -31,702,091.15 -69,576,672.55 -63,839,474.97 activities III. Cash Flows from Financing Activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from 205,870,771.04 186,000,000.00 286,927,494.37 250,000,000.00 borrowings Cash received from issuance of bonds Other cash received relating to 44,277.17 1,048,754.42 974,860.65 financing activities Subtotal of cash inflows from 205,915,048.21 186,000,000.00 287,976,248.79 250,974,860.65 financing activities Repayment of borrowings 46,934,213.13 31,500,000.00 47,561,509.55 27,000,000.00 Cash paid for interest expenses and distribution of 16,865,864.50 15,898,555.89 25,028,954.11 11,579,850.86 dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating 229,502.32 6,866,289.99 6,366,232.49 to financing activities Sub-total of cash outflows from 64,029,579.95 47,398,555.89 79,456,753.65 44,946,083.35 8 Report for the First Quarter of 2012 of Hubei Sanonda Co., Ltd. financing activities Net cash flows from financing 141,885,468.26 138,601,444.11 208,519,495.14 206,028,777.30 activities IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash 95,115,512.20 74,231,796.63 89,381,458.02 85,796,293.41 equivalents Add: Cash and cash 219,587,687.99 178,056,420.12 207,943,720.75 141,059,742.96 equivalents at the period-begin VI. Cash and cash equivalents at 314,703,200.19 252,288,216.75 297,325,178.77 226,856,036.37 the period-end 4.4 Auditor’s report Auditor’s opinion: un-audited 9