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