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公司公告

沙隆达B:2012年第三季度报告全文(英文版)2012-10-23  

						                                         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