HUBEI SANONDA CO., LTD. REPORT FOR THE THIRD QUARTER OF 2012 I. Important Notes The Board of Directors, the Supervisory Committee and directors, supervisors and senior management of Hubei Sanonda Co., Ltd. (hereinafter referred to as “the Company”) hereby guarantee that this report contains no false information, misleading statements or material omissions, and will, individually and collectively, accept responsibility for the factuality, accuracy and completeness of this report. All directors attended the board session for reviewing this report. Mr. Li Zuorong, Person-in-charge of the Company, Mr. He Xuesong, Person-in-charge of the accounting work and the accounting organ (Financial manager) hereby confirm the factuality and completeness of the Financial Report in this quarterly report. II. Company Profile (I) Major accounting data and financial indexes Any retrospective adjustment in previous financial statements? √ Yes □No □ Inapplicable Item 30 Sept. 2012 31 Dec. 2011 Increase/decrease (%) Total assets (RMB Yuan) 2,719,154,626.05 2,292,650,234.81 18.6% Owners’ equity attributable to shareholders of the Company 1,209,394,544.00 1,156,347,732.27 4.59% (RMB Yuan) Share capital (Share) 593,923,220.00 593,923,220.00 0% Net assets per share attributable to shareholders of 2.04 1.95 4.61% the Company (RMB Yuan/share) YoY Jul.-Sept. 2011 increase/decr YoY Item Jul.-Sept. 2012 ease (%) Jan.-Sept. 2012 increase/decr Before After After ease (%) adjustment adjustment adjustment Gross operating 665,268,757.09 469,771,678.07 490,770,365.92 35.56% 1,782,024,034.16 19.83% revenues (RMB Yuan) Net profit attributable to shareholders of the 25,375,618.98 16,549,367.79 5,834,776.44 334.90% 49,361,997.17 36.40% Company (RMB Yuan) Net cash flow from operating activities -- -- -- -- 316,714,525.50 176.17% (RMB Yuan) Net cash flow per share from operating -- -- -- -- 0.53 176.17% activities (RMB Yuan/share) Basic EPS (RMB 0.0427 0.0278 0.0098 335.71% 0.0831 36.45% Yuan/share) 1 Diluted EPS (RMB 0.0427 0.0278 0.0098 335.71% 0.0831 36.45% Yuan/share) Weighted average 2.13% 1.46% 0.54% 1.59% 4.18% 1% ROE (%) Weighted average ROE after deducting 2.10% 1.35% 0.95% 1.15% 4.15% 0.63% non-recurring gains and losses (%) Items of non-recurring gains and losses √Applicable □Inapplicable Amount during Item Jan.-Sept. 2012 (RMB Notes Yuan) Gains and losses on disposal of non-current assets -35,821.47 Tax rebate, reduction or exemption due to un-authorized approval or the lack of formal approval documents Government grants recognized in the current year, except for those acquired in the ordinary course of business or 753,888.89 granted at certain quotas or amounts according to the country’s unified standards Capital occupation fees received from non-financial enterprises that are included in current gains and losses Gains generated when the investment costs of the Company’s acquiring subsidiaries, associates and joint ventures are less than the fair value of identifiable net assets in the investees attributable to the Company in the acquisition of the investments Exchange gains and losses of non-monetary assets Gains and losses through entrusting others to invest or manage assets Various asset impairment provisions due to acts of God such as natural disasters Gains and losses on debt restructuring Enterprise reorganization expenses, such as expenses on employee settlement and integration Gains and losses on the parts exceeding the fair value when prices of transactions become unfair Net current gains and losses from the period-begin to the combination date of subsidiaries due to business combinations under the same control Gains and losses on contingent matters which are irrelevant to the normal operation of the Company Gains and losses on fair value changes of transactional financial assets and liabilities, and investment gains on disposal of transactional financial assets and liabilities and available-for-sale financial assets, except for the effective hedging business related to the Company’s normal operation Reversal of impairment provisions for accounts receivable which are separately tested for impairment signs Gains and losses on entrustment loans from external parties Gains and losses on fair value changes of investing properties for which the fair value method is adopted for subsequent measurement Current gain and loss effect due to a just-for-once adjustment to current gains and losses according to requirements of taxation and accounting laws and 2 regulations Custodian fee income from entrusted operations with the Company Other non-operating incomes and expenses besides the -306,408.38 items above Other gain and loss items that meet the definition of non-recurring gains and losses Minority interests effects 15,797.38 Income tax effects -102,914.76 Total 324,541.66 -- “Other gain and loss items that meet the definition of non-recurring gains and losses” & non-recurring gain and loss items recognized as recurring gain and loss items according to the natures and characteristics of the Company’s normal business Involved amount (RMB Item Notes Yuan) (II) Total number of shareholders and top 10 shareholders at the period-end Total number of shareholders 78,574 Particulars about shares held by the top ten shareholders holding tradable shares Number of tradable shares held Type and number of shares Name of shareholder at period-end Type Number SANONDA GROUP 118,887,202 RMB ordinary shares 118,887,202 CORPORATION STATE-OWNED ASSETS ADMINISTRATION BUREAU 4,169,266 RMB ordinary shares 4,169,266 OF QICHUN COUNTY CHINA MERCHANTS Domestically listed foreign 2,793,507 2,793,507 SECURITIES (HK) CO., LTD. shares JINGZHOU SHASHI DISTRICT UNION RURAL 2,500,000 RMB ordinary shares 2,500,000 CREDIT COOPERATION CHINA OPPORTUNITIES H-B Domestically listed foreign 1,750,000 1,750,000 FUND shares GUOTAI JUNAN Domestically listed foreign SECURITIES(HONGKONG) 1,684,090 1,684,090 shares LIMITED ZHOU JIN 1,590,000 RMB ordinary shares 1,590,000 BOZUN INVESTMENT 1,569,889 RMB ordinary shares 1,569,889 COMPANY LIMITED CHEN QIAOLING 1,390,830 RMB ordinary shares 1,390,830 Domestically listed foreign LIU GUOCHENG 1,366,000 1,366,000 shares Particulars about shareholders 3 III. Significant Events (I) Significant changes in major accounting data, financial highlights and reasons for these changes √Applicable □Inapplicable Items of 30 Sept. 31 Dec. financial Increase/decrease +/-% Main reasons for change 2012 2011 statements The Company secured more short-term borrowings and collected Monetary funds 49,851 21,959 27,892 127.02% more payments. Notes 1,449 3,668 -2,219 -60.50% Some notes receivables were used for paying for goods. receivable Sales income increased and settlement ways with recourse were Accounts 23,384 10,622 12,762 120.15% mostly adopted for export, which resulted in a long settlement receivable period. Prepayments 5,671 1,537 4,134 268.97% More prepayments for equipment and raw materials Other 4,264 2,441 1,823 74.68% More export tax rebates receivable receivables Short-term 51,514 29,314 22,200 75.73% More capital needs for technical innovations borrowings Accounts 19,878 12,264 7,614 62.08% More payables for raw materials and construction payable Taxes and fares -1,149 -2,041 892 -43.70% More export tax rebates payable Accounts received in 8,944 5,496 3,448 62.74% More advances from customers advance Other payables 7,255 4,203 3,052 72.61% More selling expenses unpaid Non-current liabilities due 22,455 9,699 12,756 131.52% More long-term borrowings became due within one year. within one year Long-term More long-term borrowings became due within one year and 29,000 50,756 -21,756 -42.86% borrowings turned into non-current liabilities due within one year. Items of 30 Sept. Same period financial Increase/decrease +/-% Main reasons for change 2012 of last year statements Non-operating 98 70 28 40.00% A greater loss on fixed asset disposal expenses Income tax Total profit increased and income tax expenses increased 2,150 1,372 778 56.71% expenses accordingly. Net profit attributable to 4,936 3,619 1,317 36.39% More sales owners of the Company Net cash flows from operating 31,671 11,468 20,203 176.17% Sales increased and cash inflows increased accordingly. activities Net cash flows from investing -11,535 -16,999 5,464 32.14% Decrease of investments activities Net cash flows from financing 5,944 25,477 -19,533 -76.67% More loans were repaid. activities 4 (II) Progress of significant events and its influence, as well as the analysis and explanation on solutions 1. About non-standard audit opinion □Applicable √Inapplicable 2. The Company offers capital to the controlling shareholder or its related parties or provides external guarantees in violation of the prescribed procedures. □Applicable √Inapplicable 3. Signing and execution of significant contracts concerning routine operation □Applicable √Inapplicable 4. Others √Applicable □Inapplicable On 2 May 2012, the 12th Session of the 6th Board of Directors was convened, at which a significant asset reorganization issue regarding the Company issuing shares for asset purchase was reviewed and approved. On 10 May 2012, the Company disclosed the Preplan of Hubei Sanonda Co., Ltd. for Issuing Shares for Asset Purchase & Related-party Transaction and other relevant announcements. During the reporting period, audit, appraisal and the like on the assets to be bought in were proceeding. The Company is now proactively communicating with Huai’an Government and relevant national departments on assets, safe production, environmental protection, taxation and other issues involved in the reorganization. There is some degree of uncertainty about whether all the said problems can be solved, which may affect the final decision of the whole plan. On 8 Jun. 2012, the 2nd Special Session of the 6th Board of Directors for 2012 was convened, at which the Proposal on Liquidating Hubei Sanonda Tianmen Agrochemical Co., Ltd. and the Proposal on Combining the Controlled Subsidiary Sanonda (Jingzhou) Pesticides and Chemicals Co., Ltd. were reviewed and approved. During the reporting period, regarding the liquidation of Hubei Sanonda Tianmen Agrochemical Co., Ltd., the plan of the Company was to acquire 15% equity interests of Hubei Sanonda Tianmen Agrochemical Co., Ltd. held by Hubei Sanonda Foreign Trading Co., Ltd. and thus make Hubei Sanonda Tianmen Agrochemical Co., Ltd. one of the Company’s wholly-funded subsidiaries and then proceed with the liquidation. Currently, the audit and appraisal on the said equity interests have been finished. According to requirements of transferring state-owned equity interests, the equity transfer is in progress. During the reporting period, the Company was handling matters regarding acquiring 10% equity interests of Sanonda (Jingzhou) Pesticides and Chemicals Co., Ltd. held by Sanonda Group Corporation. After the equity transfer is finished, Sanonda (Jingzhou) Pesticides and Chemicals Co., Ltd. will become one of the Company’s wholly-funded subsidiaries, which will be convenient for the merger. (III) Commitments of the Company or shareholders with an over 5% shareholding made in or carried down into the reporting period □Applicable √Inapplicable (IV) Predict the 2012 annual operating results Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next reporting period compared with the same period of the last year according to prediction, as well as explanations on the reasons □Applicable √Inapplicable 5 (V) Other significant events that need to be explained 1. Securities investment □Applicable √Inapplicable 2. Investments in derivatives □Applicable √Inapplicable 3. Derivative investments held at the period-end □Applicable √Inapplicable 4. Researches, visits and interviews received in the reporting period Main discussion and Time of reception Place of reception Way of reception Visitor type Visitor materials provided by the Company Inquiring about whether the earnings in the semi-annual report are predicted Communication by to increase or not, 24 Jul. 2012 The Company Individual Individual investor telephone and the progress of reorganization, etc., with no written materials provided by the Company. Inquiring about what products are produced by the assets involved in the reorganization, Communication by and is there any 31 Jul. 2012 The Company Individual Individual investor telephone protective measurement for B-share price? With no written materials provided by the Company. Inquiring about whether the announcement on the progress of reorganization is the latest disclosed Communication by information or not, 7 Sept. 2012 The Company Individual Individual investor telephone and the business performance for the third quarterly report. With no written materials provided by the Company. 5. Corporate bonds issued Any corporate bonds issued? 6 □ Yes √ No IV. Appendix (I) Financial statements Consolidated statements or not? √ Yes □ No □ Inapplicable The currency unit for data of the financial statements below is RMB Yuan unless otherwise specified. 1. Consolidated balance sheet Prepared by Hubei Sanoda Co., Ltd. Unit: RMB Yuan Item Balance as at 30 Sept. 2012 Balance as at 30 Jun. 2012 Current Assets: Monetary funds 498,513,161.79 219,587,687.99 Settlement reserves Intra-group lendings Transactional financial assets Notes receivable 14,489,274.40 36,684,056.23 Accounts receivable 233,842,810.25 106,218,693.29 Accounts paid in advance 56,709,112.63 15,366,338.39 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable Other accounts receivable 42,641,424.91 24,413,841.54 Financial assets purchased under agreements to resell Inventories 279,983,642.81 297,952,963.89 Non-current assets due within 1 year Other current assets 14,374.73 Total current assets 1,126,179,426.79 700,237,956.06 Non-current assets: Loans by mandate and advances granted Available-for-sale financial assets Held-to-maturity investments Long-term accounts receivable Long-term equity investment 9,153,782.63 9,153,782.63 Investing property 4,515,012.50 4,635,212.50 Fixed assets 1,206,021,797.54 1,114,276,784.03 Construction in progress 214,854,814.27 303,864,055.51 Engineering materials Disposal of fixed assets 24,179.54 Production biological assets 7 Oil-gas assets Intangible assets 144,583,379.34 147,453,152.21 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 13,822,233.44 13,029,291.87 Other non-current assets Total of non-current assets 1,592,975,199.26 1,592,412,278.75 Total assets 2,719,154,626.05 2,292,650,234.81 Current liabilities: Short-term borrowings 515,135,752.43 293,139,068.38 Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Intra-group borrowings Transactional financial liabilities Notes payable 90,000,000.00 Accounts payable 198,779,216.88 122,637,168.06 Accounts received in advance 89,443,539.36 54,962,481.73 Financial assets sold for repurchase Handling charges and commissions payable Employee’s compensation payable 12,494,447.44 11,657,468.95 Tax payable -11,490,002.53 -20,410,811.16 Interest payable Dividend payable 349,463.30 349,463.30 Other accounts payable 72,554,666.59 42,034,152.27 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Non-current liabilities due within 1 year 224,550,000.00 96,990,000.00 Other current liabilities Total current liabilities 1,191,817,083.47 601,358,991.53 Non-current liabilities: Long-term borrowings 290,000,000.00 507,560,000.00 Bonds payable Long-term payables 650,000.00 650,000.00 Specific payables Estimated liabilities Deferred income tax liabilities Other non-current liabilities 17,761,569.13 17,614,680.98 Total non-current liabilities 308,411,569.13 525,824,680.98 Total liabilities 1,500,228,652.60 1,127,183,672.51 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 593,923,220.00 593,923,220.00 8 Capital reserves 265,719,285.01 266,649,062.72 Less: Treasury stock Specific reserves 22,461,607.13 17,847,014.86 Surplus reserves 80,383,814.33 80,383,814.33 Provisions for general risks Retained profits 246,906,617.53 197,544,620.36 Foreign exchange difference Total equity attributable to owners of the 1,209,394,544.00 1,156,347,732.27 Company Minority interests 9,531,429.45 9,118,830.03 Total owners’ (or shareholders’) equity 1,218,925,973.45 1,165,466,562.30 Total liabilities and owners’ (or 2,719,154,626.05 2,292,650,234.81 shareholders’) equity Legal representative: Li Zuorong Person-in-charge of the accounting work: He Xuesong Chief of the accounting division: He Xuesong 2. Balance sheet of the Company Prepared by Hubei Sanoda Co., Ltd. Unit: RMB Yuan Item Balance as at 30 Sept. 2012 Balance as at 30 Jun. 2012 Current Assets: Monetary funds 406,677,695.27 178,056,420.12 Transactional financial assets Notes receivable 6,852,474.40 35,470,074.23 Accounts receivable 224,894,897.86 107,116,214.14 Accounts paid in advance 52,868,579.83 19,942,535.80 Interest receivable Dividend receivable 650,000.00 Other accounts receivable 169,971,683.48 139,147,365.19 Inventories 257,646,285.99 249,816,677.70 Non-current assets due within 1 year Other current assets Total current assets 1,119,561,616.83 729,549,287.18 Non-current assets: Available-for-sale financial assets Held-to-maturity investments Long-term accounts receivable Long-term equity investment 77,768,711.36 76,768,711.36 Investing property 4,515,012.50 4,635,212.50 Fixed assets 1,170,810,749.69 1,075,433,427.78 Construction in progress 83,015,013.25 168,798,220.23 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets 9 Intangible assets 129,954,735.30 132,784,006.82 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 9,222,098.54 8,852,524.81 Other non-current assets Total of non-current assets 1,475,286,320.64 1,467,272,103.50 Total assets 2,594,847,937.47 2,196,821,390.68 Current liabilities: Short-term borrowings 439,750,000.00 279,000,000.00 Transactional financial liabilities Notes payable 90,000,000.00 Accounts payable 194,292,806.85 101,223,780.57 Accounts received in advance 89,823,326.66 32,554,691.41 Employee’s compensation payable 11,611,713.22 8,669,946.00 Tax payable 5,955,518.64 -1,071,376.94 Interest payable Dividend payable 349,463.30 349,463.30 Other accounts payable 53,064,644.73 34,105,455.15 Non-current liabilities due within 1 year 224,550,000.00 96,990,000.00 Other current liabilities Total current liabilities 1,109,397,473.40 551,821,959.49 Non-current liabilities: Long-term borrowings 290,000,000.00 507,560,000.00 Bonds payable Long-term payables 650,000.00 650,000.00 Specific payables Estimated liabilities Deferred income tax liabilities Other non-current liabilities 7,403,888.89 7,947,777.78 Total non-current liabilities 298,053,888.89 516,157,777.78 Total liabilities 1,407,451,362.29 1,067,979,737.27 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 593,923,220.00 593,923,220.00 Capital reserves 263,799,837.18 263,799,837.18 Less: Treasury stock Specific reserves 16,904,901.20 12,647,237.00 Surplus reserves 80,383,814.33 80,383,814.33 Provisions for general risks Retained profits 232,384,802.47 178,087,544.90 Foreign exchange difference Total owners’ (or shareholders’) equity 1,187,396,575.18 1,128,841,653.41 Total liabilities and owners’ (or 2,594,847,937.47 2,196,821,390.68 shareholders’) equity Legal representative: Li Zuorong Person-in-charge of the accounting work: He Xuesong 10 Chief of the accounting division: He Xuesong 3. Consolidated income statement for the reporting period Prepared by Hubei Sanoda Co., Ltd. Unit: RMB Yuan Item Jul.-Sept. 2012 Jul.-Sept. 2011 I. Total operating revenues 665,268,757.09 490,770,365.92 Including: Sales income 665,268,757.09 490,770,365.92 Interest income Premium income Handling charge and commission income II. Total operating cost 630,162,773.90 482,511,112.91 Including: Cost of sales 553,267,177.44 415,394,092.02 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 charges 433,283.73 218,684.18 Selling and distribution expenses 28,316,137.72 24,031,632.57 Administrative expenses 29,511,912.55 23,818,027.31 Financial expenses 21,743,721.92 14,511,626.55 Asset impairment loss -3,109,459.46 4,537,050.28 Add: Gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” means loss) Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 35,105,983.19 8,259,253.01 Add: non-operating income 543,747.90 1,610.15 Less: non-operating expense 134,824.47 229,517.23 Including: loss from non-current asset disposal IV. Total profit (“-” means loss) 35,514,906.62 8,031,345.93 Less: Income tax expense 9,830,694.39 1,574,171.81 V. Net profit (“-” means loss) 25,684,212.23 6,457,174.12 Including: Net profit achieved by combined parties before the combinations Attributable to owners of the 25,375,618.98 5,834,776.44 Company Minority shareholders’ income 308,593.25 622,397.68 11 VI. Earnings per share -- -- (I) Basic earnings per share 0.0427 0.0098 (II) Diluted earnings per share 0.0427 0.0098 VII. Other comprehensive incomes VIII. Total comprehensive incomes 25,684,212.23 6,457,174.12 Attributable to owners of the 25,375,618.98 5,834,776.44 Company Attributable to minority shareholders 308,593.25 622,397.68 Where business mergers under the same control occurred in this reporting period, the net profit achieved by the merged parties before the business mergers was RMB 0. Legal representative: Li Zuorong Person-in-charge of the accounting work: He Xuesong Chief of the accounting division: He Xuesong 4. Income statement of the Company for the reporting period Prepared by Hubei Sanoda Co., Ltd. Unit: RMB Yuan Item Jul.-Sept. 2012 Jul.-Sept. 2011 I. Total sales 637,098,239.28 398,366,551.82 Less: cost of sales 532,557,709.62 338,041,558.93 Business taxes and surcharges 153,306.03 43,234.14 Distribution expenses 26,976,368.03 16,115,798.97 Administrative expenses 23,051,713.61 18,875,825.57 Financial costs 21,295,296.92 13,721,599.87 Impairment loss -1,698,362.97 3,708,463.37 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” means loss) Including: income form investment on associates and joint ventures II. Business profit (“-” means loss) 34,762,208.04 7,860,070.97 Add: non-business income 543,747.90 -1,457,069.76 Less: non-business expense 62,217.49 Including: loss from non-current asset disposal III. Total profit (“-” means loss) 35,243,738.45 6,403,001.21 Less: income tax expense 8,793,238.10 789,612.18 IV. Net profit (“-” means loss) 26,450,500.35 5,613,389.03 V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other comprehensive income VII. Total comprehensive income 26,450,500.35 5,613,389.03 Legal representative: Li Zuorong Person-in-charge of the accounting work: He Xuesong Chief of the accounting division: He Xuesong 12 5. Consolidated income statement from 1 Jan. 2012 to 30 Sept. 2012 Prepared by Hubei Sanoda Co., Ltd. Unit: RMB Yuan Item Jan.-Sept. 2012 Jan.-Sept. 2011 I. Total operating revenues 1,782,024,034.16 1,487,094,408.28 Including: Sales income 1,782,024,034.16 1,487,094,408.28 Interest income Premium income Handling charge and commission income II. Total operating cost 1,710,783,265.68 1,437,018,625.34 Including: Cost of sales 1,509,828,349.49 1,246,184,000.01 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 charges 919,610.03 861,578.80 Selling and distribution expenses 63,994,345.97 59,897,284.07 Administrative expenses 72,695,281.86 67,080,505.89 Financial expenses 53,740,115.89 50,092,314.84 Asset impairment loss 9,605,562.44 12,902,941.73 Add: Gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” means loss) Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 71,240,768.48 50,075,782.94 Add: non-operating income 1,395,228.96 1,537,113.52 Less: non-operating expense 983,569.92 698,628.40 Including: loss from non-current 327,787.29 asset disposal IV. Total profit (“-” means loss) 71,652,427.52 50,914,268.06 Less: Income tax expense 21,502,345.75 13,716,602.80 V. Net profit (“-” means loss) 50,150,081.77 37,197,665.26 Including: Net profit achieved by combined parties before the combinations Attributable to owners of the Company 49,361,997.17 36,188,457.43 Minority shareholders’ income 788,084.60 1,009,207.83 VI. Earnings per share -- -- (I) Basic earnings per share 0.0831 0.0609 (II) Diluted earnings per share 0.0831 0.0609 13 VII. Other comprehensive incomes VIII. Total comprehensive incomes 50,150,081.77 37,197,665.26 Attributable to owners of the 49,361,997.17 36,188,457.43 Company Attributable to minority shareholders 788,084.60 1,009,207.83 Where business mergers under the same control occurred from 1 Jan. 2012 to 30 Sept. 2012, the net profit achieved by the merged parties before the business mergers was RMB 0. Legal representative: Li Zuorong Person-in-charge of the accounting work: He Xuesong Chief of the accounting division: He Xuesong 6. Income statement of the Company from 1 Jan. 2012 to 30 Sept. 2012 Prepared by Hubei Sanoda Co., Ltd. Unit: RMB Yuan Item Jan.-Sept. 2012 Jan.-Sept. 2011 I. Total sales 1,662,142,564.92 1,259,165,708.53 Less: cost of sales 1,419,473,803.80 1,065,499,579.58 Business taxes and surcharges 376,063.86 239,450.04 Distribution expenses 54,127,342.00 38,378,757.40 Administrative expenses 55,486,949.11 50,053,548.23 Financial costs 52,831,390.15 47,715,057.15 Impairment loss 7,542,666.16 11,404,084.65 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” 650,000.00 650,000.00 means loss) Including: income form investment on associates and joint ventures II. Business profit (“-” means loss) 72,954,349.84 46,525,231.48 Add: non-business income 1,395,228.96 66,197.57 Less: non-business expense 407,677.49 17,016.00 Including: loss from non-current 215,460.00 asset disposal III. Total profit (“-” means loss) 73,941,901.31 46,574,413.05 Less: income tax expense 19,644,643.74 11,643,603.26 IV. Net profit (“-” means loss) 54,297,257.57 34,930,809.79 V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other comprehensive income VII. Total comprehensive income 54,297,257.57 34,930,809.79 Legal representative: Li Zuorong Person-in-charge of the accounting work: He Xuesong Chief of the accounting division: He Xuesong 7. Consolidated cash flow statement from 1 Jan. 2012 to 30 Sept. 2012 Prepared by Hubei Sanoda Co., Ltd. 14 Unit: RMB Yuan Item Jan.-Sept. 2012 Jan.-Sept. 2011 I. Cash flows from operating activities: Cash received from sale of commodities 1,576,684,833.56 1,385,464,182.19 and rendering of 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 intra-group borrowings Net increase of funds in repurchase business Tax refunds received 22,510,639.31 63,643,094.84 Other cash received relating to operating 24,545,447.31 36,838,112.62 activities Subtotal of cash inflows from operating 1,623,740,920.18 1,485,945,389.65 activities Cash paid for goods and services 1,101,636,419.79 1,154,295,593.27 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 93,835,129.78 80,167,357.17 Various taxes paid 21,815,958.23 22,572,299.03 Other cash payment relating to operating 89,738,886.88 114,230,931.49 activities Subtotal of cash outflows from operating 1,307,026,394.68 1,371,266,180.96 activities Net cash flows from operating activities 316,714,525.50 114,679,208.69 II. Cash flows from investing activities: Cash received from withdrawal of investments Cash received from return on investments Net cash received from disposal of fixed 822,000.16 1,648,417.17 assets, intangible assets and other 15 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 from investing 822,000.16 1,648,417.17 activities Cash paid to acquire fixed assets, 116,171,486.38 145,533,891.68 intangible assets and other long-term assets Cash paid for investment 26,017,144.00 Net increase of pledged loans Net cash paid to acquire subsidiaries and other business units Other cash payments relating to 86,244.59 investing activities Subtotal of cash outflows from investing 116,171,486.38 171,637,280.27 activities Net cash flows from investing activities -115,349,486.22 -169,988,863.10 III. Cash Flows from Financing Activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from borrowings 731,463,596.41 755,667,550.21 Cash received from issuance of bonds Other cash received relating to financing 207,175.66 11,766,275.65 activities Subtotal of cash inflows from financing 731,670,772.07 767,433,825.86 activities Repayment of borrowings 599,466,912.36 445,381,347.63 Cash paid for interest expenses and 51,748,123.20 59,587,421.08 distribution of dividends or profit Including: dividends or profit paid by 350,000.00 subsidiaries to minority shareholders Other cash payments relating to 21,012,927.01 7,695,845.66 financing activities Sub-total of cash outflows from financing 672,227,962.57 512,664,614.37 activities Net cash flows from financing activities 59,442,809.50 254,769,211.49 IV. Effect of foreign exchange rate 117,625.02 changes on cash and cash equivalents V. Net increase in cash and cash 260,925,473.80 199,459,557.08 equivalents Add: Opening balance of cash and cash 219,587,687.99 207,943,720.75 equivalents VI. Closing balance of cash and cash 480,513,161.79 407,403,277.83 equivalents Legal representative: Li Zuorong Person-in-charge of the accounting work: He Xuesong Chief of the accounting division: He Xuesong 16 8. Cash flow statement of the Company from 1 Jan. 2012 to 30 Sept. 2012 Prepared by Hubei Sanoda Co., Ltd. Unit: RMB Yuan Item Jan.-Sept. 2012 Jan.-Sept. 2011 I. Cash flows from operating activities: Cash received from sale of commodities 1,426,520,140.32 1,144,294,474.81 and rendering of service Tax refunds received 12,650,502.53 53,937,733.63 Other cash received relating to operating 24,531,371.63 11,412,205.47 activities Subtotal of cash inflows from operating 1,463,702,014.48 1,209,644,413.91 activities Cash paid for goods and services 988,325,474.98 951,703,076.42 Cash paid to and for employees 79,695,583.53 64,635,897.51 Various taxes paid 15,932,137.40 14,624,800.63 Other cash payment relating to operating 66,760,029.18 177,794,545.97 activities Subtotal of cash outflows from operating 1,150,713,225.09 1,208,758,320.53 activities Net cash flows from operating activities 312,988,789.39 886,093.38 II. Cash flows from investing activities: Cash received from retraction of investments Cash received from return on investments Net cash received from disposal of fixed assets, intangible assets and other 822,000.16 1,317,064.50 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 from investing 822,000.16 1,317,064.50 activities Cash paid to acquire fixed assets, 112,145,874.52 128,104,926.93 intangible assets and other long-term assets Cash paid for investment 26,017,144.00 Net cash paid to acquire subsidiaries and other business units Other cash payments relating to 1,000,000.00 87,738.59 investing activities Subtotal of cash outflows from investing 113,145,874.52 154,209,809.52 activities Net cash flows from investing activities -112,323,874.36 -152,892,745.02 III. Cash Flows from Financing Activities: Cash received from capital contributions Cash received from borrowings 535,750,000.00 650,000,000.00 Cash received from issuance of bonds Other cash received relating to 2,918,002.64 financing activities 17 Subtotal of cash inflows from financing 535,750,000.00 652,918,002.64 activities Repayment of borrowings 465,000,000.00 275,500,000.00 Cash paid for interest expenses and 42,793,575.66 42,042,399.63 distribution of dividends or profit Other cash payments relating to 18,000,000.00 6,496,950.23 financing activities Sub-total of cash outflows from financing 525,793,575.66 324,039,349.86 activities Net cash flows from financing activities 9,956,424.34 328,878,652.78 IV. Effect of foreign exchange rate -64.22 changes on cash and cash equivalents V. Net increase in cash and cash 210,621,275.15 176,872,001.14 equivalents Add: Opening balance of cash and 178,056,420.12 141,059,742.96 cash equivalents VI. Closing balance of cash and cash 388,677,695.27 317,931,744.10 equivalents Legal representative: Li Zuorong Person-in-charge of the accounting work: He Xuesong Chief of the accounting division: He Xuesong (II) Audit report Auditor’s opinion un-audited 18