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沙隆达B:2014年第一季度报告全文(英文版)2014-04-22  

						                    Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.




      HUBEI SANONDA CO., LTD.

REPORT FOR THE FIRST QUARTER OF 2014




              April 2014


                                                                                 1
                                                Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.




                         Section I. Important Reminders


The Board of Directors, the Supervisory Committee, directors, supervisors and senior

management staff of Hubei Sanonda Co., Ltd. (hereinafter referred to as “the

Company”) warrant that the information carried in this report is factual, accurate and

complete, without any false record, misleading statement or material omission. And

they shall be jointly and severally liable for that.

All directors have attended the board session for reviewing this report.

Li Zuorong, company principal, He Xuesong, chief of the accounting work and

concurrently chief of the accounting organ (chief of accounting), hereby confirm that

the financial statements enclosed in this report are factual, accurate and complete.

This report is prepared in both Chinese and English. Should there be any discrepancy

between the two versions, the Chinese version shall prevail.




                                                                                                             2
                                                                       Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.




             Section II. Financial Highlights & Change of Shareholders

I. Financial highlights

Does the Company adjust retrospectively or restate any accounting data of previous years?
□Yes √No

                                                    Jan.-Mar. 2014                Jan.-Mar. 2013                  +/- (%)

Operating revenues (RMB Yuan)                             801,641,627.55                628,575,842.14                        27.53%

Net profit attributable to shareholders of
                                                          131,969,307.74                 37,506,826.11                       251.85%
the Company (RMB Yuan)
Net profit attributable to shareholders of
the Company after extraordinary gains and                 132,040,344.74                 37,605,306.67                       251.12%
losses (RMB Yuan)
Net cash flows from operating activities
                                                          146,981,733.82                 65,245,967.68                       125.27%
(RMB Yuan)

Basic EPS (RMB Yuan/share)                                         0.2222                         0.0632                     251.58%

Diluted EPS (RMB Yuan/share)                                       0.2222                         0.0632                     251.58%

Weighted average ROE (%)                                             8.18%                         2.94%                       5.24%

                                                    31 Mar. 2014                  31 Dec. 2013                    +/- (%)

Total assets (RMB Yuan)                                 3,012,803,050.57              2,708,271,174.34                        11.24%

Net assets attributable to shareholders of
                                                        1,679,954,489.67              1,546,189,571.66                         8.65%
the Company (RMB Yuan)

Items and amounts of extraordinary gains and losses
√ Applicable □ Inapplicable
                                                                                                                        Unit: RMB Yuan

                                Item                                   1 Jan. 2014-31 Mar. 2014              Explanation

Gain/loss on the disposal of non-current assets (including the
                                                                                         1,350.00
offset part of the asset impairment provisions)

Non-operating income and expense other than the above                                  -96,516.00

Less: Income tax effects                                                               -23,791.50

Minority interests effects (after tax)                                                    -337.50

Total                                                                                  -71,037.00                  --

Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in
the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the
Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said
explanatory announcement as a recurrent gain/loss item
□ Applicable √ Inapplicable


                                                                                                                                       3
                                                                     Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


II. Total number of shareholders at the period-end and shareholdings of top 10 shareholders

                                                                                                                           Unit: share

Total number of shareholders during
                                                                                        62,459 (including 46,167 A-share holders)
the reporting period

                                               Shareholdings of top 10 shareholders

                                                                                 Number of             Pledged or frozen shares
                           Nature of      Shareholding     Total shares held
Name of shareholder                                                            restricted shares                      Number of
                         shareholder      percentage (%) at the period-end                         Status of shares
                                                                                     held                               shares

SANONDA GROUP State-owned
                                                  20.15%       119,687,202
CORPORATION            legal person

Celsius Property       Foreign legal
                                                   10.6%         62,950,659
B.V.                   person

Bank of China--
Harvest Theme
Selected Mixed         Other                       2.29%         13,622,041
Securities
Investment Fund

                       Domestic natural
Song Na                                             1.4%          8,313,728
                       person

STATE-OWNED
ASSETS
ADMINISTRATIO Nation                                0.7%          4,169,266
N BUREAU OF
QICHUN COUNTY

CMBC-Chang Xin
Income-increasing
                       Other                       0.55%          3,249,682
Dynamic Strategic
Fund

ICBC- Harvest
Theme New Power        Other                       0.45%          2,699,795
Stock Fund

Rural Credit
Cooperative
Association of         Other                       0.42%          2,500,000
Shashi District,
Jingzhou City

ICBC- Bosera Value
Selection Stock        Other                       0.42%          2,499,854
Fund



                                                                                                                                    4
                                                                      Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


Industrial and
Commercial Bank of
China—Soochow
Securities Selected
                        Other                       0.35%          2,069,760
Mixed Harvest
Advance of Open
Securities
Investment Funds

                        Particulars about shares held by top 10 shareholders not subject to trading moratorium

                                              Number of shares held not subject to trading                  Type of share
          Name of shareholder
                                                   moratorium at the end of the period             Type of share       Number

                                                                                                  RMB ordinary
SANONDA GROUP CORPORATION                                                          119,687,202                         119,687,202
                                                                                                  share

                                                                                                  Domestically
Celsius Property B.V.                                                               62,950,659 listed foreign               62,950,659
                                                                                                  share

Bank of China-- Harvest Theme
                                                                                                  RMB ordinary
Selected Mixed Securities Investment                                                13,622,041                              13,622,041
                                                                                                  share
Fund

                                                                                                  RMB ordinary
Song Na                                                                               8,313,728                              8,313,728
                                                                                                  share

STATE-OWNED ASSETS
                                                                                                  RMB ordinary
ADMINISTRATION BUREAU OF                                                              4,169,266                              4,169,266
                                                                                                  share
QICHUN COUNTY

CMBC-Chang Xin Income-increasing                                                                  RMB ordinary
                                                                                      3,249,682                              3,249,682
Dynamic Strategic Fund                                                                            share

ICBC- Harvest Theme New Power                                                                     RMB ordinary
                                                                                      2,699,795                              2,699,795
Stock Fund                                                                                        share

Rural Credit Cooperative Association                                                              RMB ordinary
                                                                                      2,500,000                              2,500,000
of Shashi District, Jingzhou City                                                                 share

ICBC- Bosera Value Selection Stock                                                                RMB ordinary
                                                                                      2,499,854                              2,499,854
Fund                                                                                              share

Industrial and Commercial Bank of
China—Soochow Securities Selected                                                                RMB ordinary
                                                                                      2,069,760                              2,069,760
Mixed Harvest Advance of Open                                                                     share
Securities Investment Funds

                                         Sanonda Group Corporation and Celsius Property B.V. are related parties, and under the
Explanation on associated relationship same control of China National Chemical Agrochemical Corporation, and are
or/and persons                           acting-in-concert parties as prescribed in the Administrative Methods for Acquisition of
                                         Listed Companies. It is unknown whether the other shareholders are related parties or


                                                                                                                                         5
                                                                      Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


                                           acting-in-concert parties as prescribed in the Administrative Methods for Acquisition of
                                           Listed Companies.

Particular about shareholder participate
in the securities lending and borrowing Inapplicable
business ( if any)( note 4)

Did any shareholder of the Company carry out an agreed buy-back in the reporting period?
□ Yes √ No




                                                                                                                                      6
                                                                  Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.




                                       Section III. Significant Events

I. Significant changes of the major accounting statement items and financial indicators for the
reporting period, as well as the reasons for these changes

                           31 Mar.
                                          31 Dec. 2013
                          2014 (RMB
                                           (RMB Ten
 Financial statement         Ten
                                           thousand)       +/-%                         Main reasons for the change
          items           thousand)

                          (Jan.-Mar.       (Jan.-Mar.
                            2014)            2013)

Notes receivable                1,669            4,110     -59.39%   Settlements in note with customers increased.

Accounts receivable           28,916            20,917     38.25%    Sales increased.

Prepayments                     7,898            4,304     83.50%    Prepayments for materials increased.

Other receivables               1,339                722   85.35%    Export tax rebates receivable increased.

Construction in
                              31,722            23,449     35.28%    Spending on construction projects increased.
progress

Notes payable                   7,000            4,000     75.00%    New notes payable

Accounts payable              22,721            15,604     45.61%    The accounts to be paid for raw materials increased.

Accounts received in
                                4,544            7,944     -42.79%   Advances from customers decreased.
advance

Payroll payable                 1,744            2,533     -31.16%   Remuneration was paid.

Other payables                  5,699            3,454     64.96%    The export expenses to be paid increased.

Other non-current
                                2,654            1,954     35.83%    The specific-item funds were received.
liabilities

Administrative                                                       The sales income increased and the operating costs increased
                                3,022            2,272     33.01%
expenses                                                             accordingly.

Financial expenses                  761          2,184     -65.16%   The interest expenses decreased.

Income tax expenses             4,627            1,375     236.56%   Total profit increased.

Net profit attributable
to owners of the              13,197             3,751     251.85%   The sales income and the gross profit both increased.
Company




                                                                                                                               7
                                                                     Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


II. Progress of significant events and analysis & explanations on their influence and solutions

1. On Mar. 12 2014 and Apr. 15 2014, the Company disclosed Indicative Announcement on Planning
   Restructure of the Controlling Shareholders and Announcement on the Shareholders Completing the
   Restructure and Renaming.

2. On Mar. 27 2014,the Company disclosed Voluntary Information Disclosure Announcement on Intermediary
   Institution’s Responsible Investigation to the Company, as of the announcement date, Intermediary institution
   employed by China National Agrochemical Corporation and ADAMA Agricultural Solutions LTD. was
   conducting the Responsible Investigation to the Company.


                                                                                              Website index to the disclosed
  Overview of the significant event                     Date of disclosure
                                                                                                 relevant interim report
Indicative Announcement on
Planning Restructure of the                  Mar. 12 2014                                http://www.cninfo.com.cn
Controlling Shareholders
Voluntary Information Disclosure
Announcement on Intermediary
                                             Mar. 27 2014                                http://www.cninfo.com.cn
Institution’s Responsible
Investigation to the Company


Announcement on the Shareholders
Completing the Restructure and
                                             Apr. 15 2014                                http://www.cninfo.com.cn
Renaming.




III. Commitments made by the Company or any shareholder with a shareholding over 5% in
the reporting period or such commitments made in previous period and carried down into the
reporting period

                           Commitment                                               Date of          Period of
    Commitment                                 Contents of commitment                                                Execution
                             maker                                                commitment        commitment

Commitments of share
                       -                 -                                                      -                -
reform

                                         I. Commitments on avoiding                                              Up to the date of
                                         horizontal competition: 1. excepting                                    declaration of
Commitments made in                      the Company proposed conducting                                         the report, the
acquisition report or in Celsius Property transaction may lead to competition                                    commitments
                                                                                7 Sep. 2013     Within 7 years
report on changes of   B.V. and MAI      in domestic trade with Shenzhen                                         were being
equity                                   NOPOSION Agrochemical Co.,Ltd.                                          carried out and
                                         disclosed in the B Shares Offer                                         the committers
                                         Acquisition Report of Hubei                                             abided by the


                                                                                                                                     8
                                             Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


                Sanonda CO., Ltd. The Company                                            above
                will take effective measures to                                          commitments.
                avoid the Company and its
                controlling subsidiaries engaged in
                the same or similar business with
                Hubei Sanonda CO., Ltd. within the
                territory.2. If the Company or its
                controlling subsidiaries
                domestically conduct related
                business which form horizontal
                competition with Hubei Sanonda
                CO., Ltd. in future (including
                related business of the Company
                proposed conducting transaction
                may lead to competition in domestic
                trade with Shenzhen NOPOSION
                Agrochemical Co.,Ltd. disclosed in
                the B Shares Offer Acquisition
                Report of Hubei Sanonda CO., Ltd.)
                The Company will according to the
                securities laws and regulations and
                industry policy within 7 years or
                when the management think the
                condition is ripe to actively take
                steps, gradually eliminate the
                competition, the concrete measures
                including but not limited to the
                following one or more: fight for
                internal assets reconstruction,
                (including putting the business into
                Hubei Sanonda CO., Ltd. or
                operated through Hubei Sanonda
                CO., Ltd. ) to adjust the industrial
                plan and business structure, to
                transform technology and to
                upgrade products, to divide the
                market so as to make each
                corporation differ in the products
                and its ultimate users, thus to avoid
                and eliminate the current domestic
                horizontal competition between the
                Company’s controlling subsidiaries
                and Sanonda.

Celsius Property II. Commitments on maintaining the 7 Sep. 2013        Long term         Up to the date of


                                                                                                             9
                                                 Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


B.V. and MAI     Company’s operation independence                                           declaration of
                 and specify the related transaction:                                        the report, the
                 1. After the complement of the                                              commitments
                 tender offer, Sanonda will continues                                        were being
                 to maintain complete purchase,                                              carried out and
                 production and sales system, and to                                         the committers
                 gain the independent intellectual                                           abided by the
                 property. The Company and its                                               above
                 direct or indirect controlling                                              commitments.
                 shareholders and Sanonda of which
                 the personnel, assets, finance,
                 business and institutions will be
                 completely separated, and at the
                 same time maintain the operation
                 ability of Sanonda that
                 independently face to the China
                 agrochemical industry market. 2.
                 The Company will avoid and reduce
                 the related transactions with
                 Sanonda according to the
                 requirements stipulated by the laws,
                 regulations and other normative
                 documents; but for those related
                 transactions that are inevitable or
                 occur with reasonable cause, will
                 have to obey the just, fair and open
                 market principles. And to sign the
                 agreement according to the law and
                 to carry out legal program, and to
                 make sure not to harm the legal
                 interest of Sanonda and other
                 shareholders by related transaction
                 according to the Articles of
                 Association of Sanonda, the
                 relevant system about related
                 transaction and to conduct the duty
                 of information disclosure as well as
                 the approval process which
                 stipulated by the relevant
                 regulations."

                 I. Commitments on avoiding                                                  Up to the date of
China National
                 horizontal competition: 1. The                                              declaration of
Chemical                                                  7 Sep. 2013      Within 7 years
                 business of the Company’s                                                  the report, the
Corporation
                 subsidiaries-- Jiangsu Anpon                                                commitments


                                                                                                               10
                                 Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


Electrochemical Co., Ltd., Anhui                                             were being
Petroleum Chemical Group Co.,                                                carried out and
Ltd., Shangdong Dacheng                                                      the committers
Agrochemical Co., Ltd. and Jiamusi                                           abided by the
Heilong Agrochemicals Co., Ltd.,                                             above
and Hunan Haohua Chemical Co.,                                               commitments.
Ltd. and its subsidiary had the same
or similar situations with the main
business of Sanonda, and aimed at
the domestic horizontal
competition, the Company
committed to gradually eliminate
such kind of horizontal competition
in the future and to fight for the
internal assets reconstruction, to
adjust the industrial plan and
business structure, to transform
technology and to upgrade products,
to divide the market so as to make
each corporation differ in the
products and its ultimate users
according to the securities laws and
regulations and industry policy
within 7 years, thus to eliminate the
current domestic horizontal
competition between the Company’s
controlling subsidiaries and
Sanonda. 2. Excepting the
competition situation disclosed in
the offer acquisition report, the
Company take effective measures to
avoid the Company and its
controlling subsidiaries ( excepting
Commitments respectively made in
acquisition report by Celsius
Property B.V. and MAI )’ new
increased business engaged in the
same or similar business with Hubei
Sanonda CO., Ltd. within the
territory in future. 3. If the
Company or its controlling
subsidiaries ( excepting
Commitments respectively made in
acquisition report by Celsius


                                                                                               11
                                                 Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


                 Property B.V. and MAI )
                 domestically conduct related
                 business which form horizontal
                 competition with Hubei Sanonda
                 CO., Ltd. in future, the Company
                 will actively take steps, gradually
                 eliminate the competition, the
                 concrete measures including but not
                 limited to fight for internal assets
                 reconstruction, (including putting
                 the business into Hubei Sanonda
                 CO., Ltd. or operated through Hubei
                 Sanonda CO., Ltd. ) to adjust the
                 industrial plan and business
                 structure, to transform technology
                 and to upgrade products, to divide
                 the market so as to make each
                 corporation differ in the products
                 and its ultimate users, thus to avoid
                 and eliminate the current domestic
                 horizontal competition between the
                 Company’s controlling subsidiaries
                 and Sanonda.

                 II. Commitments on maintaining the
                 Company’s operation independence
                 and specify the related transaction:
                 1. After the complement of the
                 tender offer, Sanonda will continues
                 to maintain complete purchase,
                                                                                             Up to the date of
                 production and sales system, and to
                                                                                             declaration of
                 gain the independent intellectual
                                                                                             the report, the
                 property. The Company and its
                                                                                             commitments
China National direct or indirect controlling
                                                                                             were being
Chemical         shareholders and Sanonda of which 7 Sep. 2013             Long term
                                                                                             carried out and
Corporation      the personnel, assets, finance,
                                                                                             the committers
                 business and institutions will be
                                                                                             abided by the
                 completely separated, and at the
                                                                                             above
                 same time maintain the operation
                                                                                             commitments.
                 ability of Sanonda that
                 independently face to the China
                 agrochemical industry market. 2.
                 The Company will avoid and reduce
                 the related transactions with
                 Sanonda according to the


                                                                                                               12
                                                                     Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


                                      requirements stipulated by the laws,
                                      regulations and other normative
                                      documents; but for those related
                                      transactions that are inevitable or
                                      occur with reasonable cause, will
                                      have to obey the just, fair and open
                                      market principles. And to sign the
                                      agreement according to the law and
                                      to carry out legal program, and to
                                      make sure not to harm the legal
                                      interest of Sanonda and other
                                      shareholders by related transaction
                                      according to the Articles of
                                      Association of Sanonda, the
                                      relevant system about related
                                      transaction and to conduct the duty
                                      of information disclosure as well as
                                      the approval process which
                                      stipulated by the relevant
                                      regulations.

Commitments made at
the time of assets        -
reorganization

Commitments made in
the initial public        -
offering or refinancing

Commitments made
by the company to
                          -
other medium and
small shareholders

Executed timely or
                          Yes
not?

Detailed reason for
failing to execute and Inapplicable
the next plan (if any)


IV. Predict the operating results of Jan.-Jun. 2014

Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-begin
to the end of the next reporting period according to prediction, as well as explanations on the reasons:

□ Applicable √ Inapplicable



                                                                                                                                 13
                                                                     Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


V. Securities investments

Naught

Shareholdings in other listed companies

□ Applicable √ Inapplicable


VI. Investments in derivatives

Naught

VII. 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

                                          individual          Individual                                The production and
                                                                                                        operation situation of the
Jan.-Mar. 2014       The Company                                                  Individual investor
                                                                                                        Company in the first
                                                                                                        quarter

                                                                                                        Proposal reviewed and
                                                                                                        approved by the General
                                                                                                        Meeting of Shareholder of
                                                                                                        2013.
Mar. 28 2014         The Company          Other               Individual          Individual investor
                                                                                                        Information provided: the
                                                                                                        Company’s public
                                                                                                        disclosure periodic reports
                                                                                                        etc.




                                                                                                                                      14
                                                            Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.




                                      Section IV. Financial Statements

I. Financial statements

1. Consolidated balance sheet

Prepared by Hubei Sanonda Co., Ltd.
                                                                                                          Unit: RMB Yuan

                  Item                          Closing balance                            Opening balance

Current assets:

  Monetary funds                                             532,483,666.13                               414,065,921.21

  Settlement reserves

  Intra-group lendings

  Transactional financial assets

  Notes receivable                                                16,690,727.06                            41,103,985.15

  Accounts receivable                                        289,163,084.27                               209,166,447.16

  Accounts paid in advance                                        78,983,520.88                            43,042,028.26

  Premiums receivable

  Reinsurance premiums receivable

  Receivable      reinsurance      contract
reserves

  Interest receivable

  Dividend receivable

  Other accounts receivable                                       13,390,548.20                              7,224,391.05

  Financial assets purchased under
agreements to resell

  Inventories                                                294,131,578.91                               258,274,457.88

  Non-current assets due within 1 year

  Other current assets

Total current assets                                        1,224,843,125.45                              972,877,230.71

Non-current assets:

  Loans by mandate and advances
granted

  Available-for-sale financial assets

  Held-to-maturity investments


                                                                                                                        15
                                         Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


  Long-term accounts receivable

  Long-term equity investment                9,153,782.63                                9,153,782.63

  Investing property                         4,154,412.50                                4,154,412.50

  Fixed assets                           1,286,985,782.25                            1,324,222,385.03

  Construction in progress                317,223,700.76                               234,487,866.23

  Engineering materials                      4,225,311.96

  Disposal of fixed assets

  Production biological assets

  Oil-gas assets

  Intangible assets                       139,457,144.87                               137,371,149.10

  R&D expense

  Goodwill

  Long-term deferred expenses

  Deferred income tax assets               13,375,390.15                                12,619,948.14

  Other non-current assets                 13,384,400.00                                13,384,400.00

Total of non-current assets              1,787,959,925.12                            1,735,393,943.63

Total assets                             3,012,803,050.57                            2,708,271,174.34

Current liabilities:

  Short-term borrowings                   429,625,430.16                               359,220,205.55

  Borrowings from Central Bank

  Customer bank deposits and due to
banks and other financial institutions

  Intra-group borrowings

  Transactional financial liabilities

  Notes payable                            70,000,000.00                                40,000,000.00

  Accounts payable                        227,213,985.00                               156,037,973.10

  Accounts received in advance             45,443,222.24                                79,437,442.04

  Financial assets sold for repurchase

  Handling charges and commissions
payable

  Employee’s compensation payable         17,439,235.89                                25,332,986.86

  Tax payable                              55,068,863.82                                73,337,138.50

  Interest payable

  Dividend payable                            250,000.00                                   250,000.00

  Other accounts payable                   56,985,692.75                                34,544,608.36


                                                                                                     16
                                                  Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


  Reinsurance premiums payable

  Insurance contract reserves

  Payables       for    acting    trading   of
securities

  Payables for acting underwriting of
securities

  Non-current liabilities due within 1
                                                    57,390,000.00                                77,390,000.00
year

  Other current liabilities

Total current liabilities                          959,416,429.86                               845,550,354.41

Non-current liabilities:

  Long-term borrowings                             346,090,000.00                               296,090,000.00

  Bonds payable

  Long-term payables                                   650,000.00                                   650,000.00

  Specific payables

  Estimated liabilities

  Deferred income tax liabilities

  Other non-current liabilities                     26,538,888.89                                19,538,888.89

Total non-current liabilities                      373,278,888.89                               316,278,888.89

Total liabilities                                 1,332,695,318.75                            1,161,829,243.30

Owners’      equity     (or     shareholders’
equity)

  Paid-up capital (or share capital)               593,923,220.00                               593,923,220.00

  Capital reserves                                 263,184,043.66                               263,184,043.66

  Less: Treasury stock

  Specific reserves                                 17,854,898.98                                16,059,288.71

  Surplus reserves                                 126,334,248.31                               126,334,248.31

  Provisions for general risks

  Retained profits                                 678,658,078.72                               546,688,770.98

  Foreign exchange difference

Total equity attributable to owners of
                                                  1,679,954,489.67                            1,546,189,571.66
the Company

Minority interests                                     153,242.15                                   252,359.38

Total owners’ (or shareholders’) equity         1,680,107,731.82                            1,546,441,931.04

Total     liabilities   and      owners’   (or
                                                  3,012,803,050.57                            2,708,271,174.34
shareholders’) equity


                                                                                                              17
                                                                    Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


Legal representative: Li Zuorong         Chief of the accounting work: He Xuesong        Chief of the accounting organ: He Xuesong


2. Balance sheet of the Company

Prepared by Hubei Sanonda Co., Ltd.
                                                                                                                  Unit: RMB Yuan

                   Item                                Closing balance                             Opening balance

Current Assets:

  Monetary funds                                                     433,835,234.70                               329,849,120.35

  Transactional financial assets

  Notes receivable                                                       16,690,727.06                             41,103,985.15

  Accounts receivable                                                396,244,917.27                               193,013,915.85

  Accounts paid in advance                                               76,418,789.62                             42,670,595.78

  Interest receivable

  Dividend receivable

  Other accounts receivable                                              76,235,276.18                            144,872,701.27

  Inventories                                                        290,006,965.83                               254,766,534.37

  Non-current assets due within 1 year

  Other current assets

Total current assets                                               1,289,431,910.66                             1,006,276,852.77

Non-current assets:

  Available-for-sale financial assets

  Held-to-maturity investments

  Long-term accounts receivable

  Long-term equity investment                                            64,680,418.04                             64,680,418.04

  Investing property                                                      4,154,412.50                               4,154,412.50

  Fixed assets                                                     1,120,430,985.60                             1,153,224,118.73

  Construction in progress                                           316,499,151.43                               234,487,866.23

  Engineering materials                                                   4,225,311.96

  Disposal of fixed assets

  Production biological assets

  Oil-gas assets

  Intangible assets                                                  126,524,078.80                               125,275,394.07

  R&D expense

  Goodwill




                                                                                                                                18
                                               Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


  Long-term deferred expenses

  Deferred income tax assets                       7,766,344.50                                7,587,719.43

  Other non-current assets                       13,384,400.00                                13,384,400.00

Total of non-current assets                    1,657,665,102.83                            1,602,794,329.00

Total assets                                   2,947,097,013.49                            2,609,071,181.77

Current liabilities:

  Short-term borrowings                         355,000,000.00                               283,000,000.00

  Transactional financial liabilities

  Notes payable                                  70,000,000.00                                40,000,000.00

  Accounts payable                              223,966,751.11                               151,132,431.37

  Accounts received in advance                   40,212,397.66                                49,176,997.90

  Employee’s compensation payable               17,419,833.27                                22,813,584.24

  Tax payable                                    68,343,008.16                                87,016,104.58

  Interest payable

  Dividend payable                                  250,000.00                                   250,000.00

  Other accounts payable                         52,704,469.73                                33,560,585.60

  Non-current liabilities due within 1
                                                 57,390,000.00                                77,390,000.00
year

  Other current liabilities

Total current liabilities                       885,286,459.93                               744,339,703.69

Non-current liabilities:

  Long-term borrowings                          346,090,000.00                               296,090,000.00

  Bonds payable

  Long-term payables                                650,000.00                                   650,000.00

  Specific payables

  Estimated liabilities

  Deferred income tax liabilities

  Other non-current liabilities                  17,688,888.89                                10,688,888.89

Total non-current liabilities                   364,428,888.89                               307,428,888.89

Total liabilities                              1,249,715,348.82                            1,051,768,592.58

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


                                                                                                           19
                                                                       Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


  Specific reserves                                                        12,885,786.68                                11,090,176.40

  Surplus reserves                                                      126,334,248.31                               126,334,248.31

  Provisions for general risks

  Retained profits                                                      700,438,572.50                               562,155,107.30

  Foreign exchange difference

Total owners’ (or shareholders’) equity                             1,697,381,664.67                             1,557,302,589.19

Total   liabilities    and     owners’   (or
                                                                      2,947,097,013.49                             2,609,071,181.77
shareholders’) equity


Legal representative: Li Zuorong            Chief of the accounting work: He Xuesong       Chief of the accounting organ: He Xuesong


3. Consolidated income statement

Prepared by Hubei Sanonda Co., Ltd.
                                                                                                                     Unit: RMB Yuan

                      Item                                Jan.-Mar. 2014                               Jan.-Mar. 2013

I. Operating revenues                                                   801,641,627.55                               628,575,842.14

Including: Sales income                                                 801,641,627.55                               628,575,842.14

        Interest income

        Premium income

        Handling             charge       and
commission income

II. Total operating cost                                                623,408,283.03                               576,946,339.84

Including: Cost of sales                                                563,394,439.89                               506,602,588.85

        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                                          188,174.48                                   402,044.79

        Selling and distribution expenses                                  18,980,495.62                                21,190,162.30

        Administrative expenses                                            30,218,260.55                                22,719,543.58

        Financial expenses                                                  7,605,144.49                                21,843,761.07


                                                                                                                                   20
                                                                         Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


          Asset impairment loss                                             3,021,768.00                                 4,188,239.25

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)                                   178,233,344.52                                51,629,502.30

        Add: non-operating income                                              17,582.58                                    63,994.04

        Less: non-operating expense                                           112,748.58                                   217,001.61

             Including:         loss      from
non-current asset disposal

IV. Total profit (“-” means loss)                                       178,138,178.52                                51,476,494.73

        Less: Income tax expense                                           46,267,988.02                                13,747,521.88

V. Net profit (“-” means loss)                                          131,870,190.50                                37,728,972.85

        Including: Net profit achieved by
combined         parties        before      the
combinations

        Attributable to owners of the
                                                                          131,969,307.74                                37,506,826.11
Company

        Minority shareholders’ income                                        -99,117.24                                   222,146.74

VI. Earnings per share                                             --                                          --

        (I) Basic earnings per share                                              0.2222                                       0.0632

        (II) Diluted earnings per share                                           0.2222                                       0.0632

Ⅶ. Other comprehensive incomes

Ⅷ. Total comprehensive incomes                                           131,870,190.50                                37,728,972.85

        Attributable to owners of the
                                                                          131,969,307.74                                37,506,826.11
Company

        Attributable       to          minority
                                                                              -99,117.24                                   222,146.74
shareholders


Legal representative: Li Zuorong              Chief of the accounting work: He Xuesong      Chief of the accounting organ: He Xuesong


4. Income statement of the Company

Prepared by Hubei Sanonda Co., Ltd.


                                                                                                                                     21
                                                                      Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


                                                                                                                    Unit: RMB Yuan

                   Item                                  Jan.-Mar. 2014                               Jan.-Mar. 2013

I. Operating revenues                                                  788,008,058.96                               628,377,392.08

  Less: operating costs                                                554,927,275.87                               514,509,248.40

     Business taxes and surcharges                                          138,886.05                                   207,749.84

     Distribution expenses                                                17,435,486.32                                17,652,090.95

     Administrative expenses                                              22,445,422.29                                17,644,785.05

     Financial costs                                                       7,902,244.11                                22,854,633.57

     Impairment loss                                                        714,500.25                                  2,937,009.44

  Add: gain/(loss) from change in fair
value (“-” means loss)

     Gain/(loss) from investment (“-”
                                                                                                                         650,000.00
means loss)

     Including: income form investment
on associates and joint ventures

II. Business profit (“-” means loss)                                 184,444,244.07                                  53,221,874.83

  Add: non-business income                                                   16,318.10                                    63,994.04

  Less: non-business expense                                                 82,608.58

     Including: loss from non-current
asset disposal

III. Total profit (“-” means loss)                                   184,377,953.59                                  53,285,868.87

  Less: income tax expense                                                46,094,488.39                                13,158,967.22

IV. Net profit   (“-” means loss)                                    138,283,465.20                                  40,126,901.65

V. Earnings per share                                           --                                          --

  (I) Basic earnings per share                                                  0.2328                                       0.0676

  (II) Diluted earnings per share                                               0.2328                                       0.0676

VI. Other comprehensive income

VII. Total comprehensive income                                        138,283,465.20                                  40,126,901.65


Legal representative: Li Zuorong           Chief of the accounting work: He Xuesong       Chief of the accounting organ: He Xuesong


5. Consolidated cash flow statement

Prepared by Hubei Sanonda Co., Ltd.
                                                                                                                    Unit: RMB Yuan

                   Item                                  Jan.-Mar. 2014                               Jan.-Mar. 2013

I. Cash flows from operating activities:


                                                                                                                                  22
                                                   Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


  Cash       received        from    sale     of
                                                    654,860,051.34                               461,866,937.23
commodities 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                                                                            12,188,773.44

  Other cash received relating to
                                                     10,796,386.94                                22,639,159.97
operating activities

Subtotal of cash inflows from operating
                                                    665,656,438.28                               496,694,870.64
activities

  Cash paid for goods and services                  387,477,798.92                               353,961,776.05

  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



                                                                                                               23
                                                     Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


   Cash paid to and for employees                      37,293,744.46                                40,393,253.97

   Various taxes paid                                  58,061,768.24                                 5,248,030.22

   Other cash payment relating to
                                                       35,841,392.84                                31,845,842.72
operating activities

Subtotal        of    cash    outflows        from
                                                      518,674,704.46                               431,448,902.96
operating activities

Net cash flows from operating activities              146,981,733.82                                65,245,967.68

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 assets, intangible assets and other                   1,350.00                                    30,000.00
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
                                                            1,350.00                                    30,000.00
investing activities

   Cash paid to acquire fixed assets,
intangible assets and other long-term                 118,199,901.92                                32,929,759.71
assets

   Cash paid for investment

   Net increase of pledged loans

   Net cash paid to acquire subsidiaries
and other business units

   Other cash payments relating to
investing activities

Subtotal        of    cash    outflows        from
                                                      118,199,901.92                                32,929,759.71
investing activities

Net cash flows from investing activities             -118,198,551.92                               -32,899,759.71

III.     Cash        flows    from    financing
Activities:

       Cash      received      from       capital
contributions

       Including:      Cash    received       from


                                                                                                                 24
                                                                        Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


minority shareholder investments by
subsidiaries

    Cash received from borrowings                                        368,650,312.15                               571,755,563.46

    Cash received from issuance of
bonds

    Other cash received relating to
                                                                             4,000,000.00                                    51,311.94
financing activities

Subtotal of cash inflows from financing
                                                                         372,650,312.15                               571,806,875.40
activities

    Repayment of borrowings                                              268,245,087.54                               311,188,036.73

    Cash paid for interest expenses and
                                                                            10,770,661.59                                14,163,250.57
distribution of dividends or profit

     Including: dividends or profit paid
by subsidiaries to minority shareholders

     Other cash payments relating to
                                                                             7,000,000.00
financing activities

Sub-total      of   cash     outflows     from
                                                                         286,015,749.13                               325,351,287.30
financing activities

Net cash flows from financing activities                                    86,634,563.02                             246,455,588.10

IV. Effect of foreign exchange rate
changes on cash and cash equivalents

V. Net increase in cash and cash
                                                                         115,417,744.92                               278,801,796.07
equivalents

     Add: Opening balance of cash and
                                                                         410,065,921.21                               175,181,365.77
cash equivalents

VI. Closing balance of cash and cash
                                                                         525,483,666.13                               453,983,161.84
equivalents


Legal representative: Li Zuorong             Chief of the accounting work: He Xuesong       Chief of the accounting organ: He Xuesong


6. Cash flow statement of the Company

Prepared by Hubei Sanonda Co., Ltd.
                                                                                                                      Unit: RMB Yuan

                     Item                                  Jan.-Mar. 2014                               Jan.-Mar. 2013

I. Cash flows from operating activities:

  Cash       received       from   sale     of
                                                                         605,686,691.27                               438,490,382.86
commodities and rendering of service

  Tax refunds received                                                                                                    6,394,161.44


                                                                                                                                    25
                                                     Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


   Other cash received relating to
                                                       10,676,943.18                                11,514,052.89
operating activities

Subtotal of cash inflows from operating
                                                      616,363,634.45                               456,398,597.19
activities

   Cash paid for goods and services                   370,735,924.64                               324,531,554.27

   Cash paid to and for employees                      33,225,209.07                                33,866,593.96

   Various taxes paid                                  57,149,977.21                                 2,706,248.66

   Other cash payment relating to
                                                       27,449,948.92                                18,048,258.77
operating activities

Subtotal        of    cash    outflows        from
                                                      488,561,059.84                               379,152,655.66
operating activities

Net cash flows from operating activities              127,802,574.61                                77,245,941.53

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                   1,350.00                                    30,000.00
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
                                                            1,350.00                                    30,000.00
investing activities

   Cash paid to acquire fixed assets,
intangible assets and other long-term                 116,332,310.92                                31,836,938.56
assets

   Cash paid for investment

   Net cash paid to acquire subsidiaries
and other business units

   Other cash payments relating to
investing activities

Subtotal        of    cash    outflows        from
                                                      116,332,310.92                                31,836,938.56
investing activities

Net cash flows from investing activities             -116,330,960.92                               -31,806,938.56

III.     Cash        flows    from    financing


                                                                                                                 26
                                                                       Report for the First Quarter of 2014 of Hubei Sanonda Co., Ltd.


activities:

    Cash      received    from        capital
contributions

    Cash received from borrowings                                       300,000,000.00                               468,000,000.00

    Cash received from issuance of
bonds

    Other cash received relating to
                                                                          4,000,000.00
financing activities

Subtotal of cash inflows from financing
                                                                        304,000,000.00                               468,000,000.00
activities

    Repayment of borrowings                                             198,000,000.00                               272,560,000.00

    Cash paid for interest expenses and
                                                                          9,485,499.34                                13,759,277.83
distribution of dividends or profit

     Other cash payments relating to
                                                                          7,000,000.00
financing activities

Sub-total     of   cash   outflows     from
                                                                        214,485,499.34                               286,319,277.83
financing activities

Net cash flows from financing activities                                 89,514,500.66                               181,680,722.17

IV. Effect of foreign exchange rate
changes on cash and cash equivalents

V. Net increase in cash and cash
                                                                        100,986,114.35                               227,119,725.14
equivalents

     Add: Opening balance of cash and
                                                                        325,849,120.35                               149,485,252.01
cash equivalents

VI. Closing balance of cash and cash
                                                                        426,835,234.70                               376,604,977.15
equivalents


Legal representative: Li Zuorong            Chief of the accounting work: He Xuesong      Chief of the accounting organ: He Xuesong


II. Audit report


This report is not audited.




                                                                                  HUBEI SANONDA CO., LTD.
                                                                                  Legal representative: Li Zuorong
                                                                                          20 April 2014




                                                                                                                                   27