Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. Hubei Sanonda Co., Ltd. Report for the Third Quarter of 2014 October 2014 1 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. SectionI.ImportantReminders The Board of Directors, the Supervisory Committee as well as all directors, supervisors and senior management staff of Hubei Sanonda Co., Ltd. (hereinafter referred to as “the Company”) warrant that 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 attended the board session for reviewing this report. Mr. Li Zuorong, company principal, and Mr. He Xuesong, chief of the accounting work and chief of the accounting organ (chief of accounting), hereby confirm that the Financial Report enclosed in this report is 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 Third Quarter of 2014 of Hubei Sanonda Co., Ltd. Section II. Financial Highlights & Change of Shareholders I. Major accounting data and financial indexes Does the Company adjust retrospectively or restate accounting data of previous years due to change of the accounting policy or correction of any accounting error? □ Yes √ No 30 Sept. 2014 31 Dec. 2013 Increase/decrease (%) Total assets (RMB Yuan) 3,168,198,347.68 2,708,271,174.34 16.98% Net assets attributable to shareholders of the Company 1,951,680,600.58 1,546,189,571.66 26.23% (RMB Yuan) YoY increase/decrease YoY increase/decrease Jul.-Sept. 2014 Jan.-Sept. 2014 (%) (%) Operating revenues (RMB Yuan) 866,668,593.25 17.66% 2,566,950,017.93 13.77% Net profit attributable to shareholders of the Company 140,421,657.01 117.99% 428,828,254.14 123.48% (RMB Yuan) Net profit attributable to shareholders of the Company after 139,244,260.83 114.30% 426,782,025.29 120.39% extraordinary gains and losses (RMB Yuan) Net cash flows from operating -- -- 592,089,710.76 1.39% activities (RMB Yuan) Basic EPS (RMB Yuan/share) 0.2364 117.88% 0.7220 123.46% Diluted EPS (RMB Yuan/share) 0.2364 117.88% 0.7220 123.46% Weighted average ROE (%) 7.40% 2.86% 24.55% 10.35% Items and amounts of extraordinary gains and losses √Applicable □Inapplicable Unit: RMB Yuan Item Amount as of Jan.-Sept. 2014 Note Gains/losses on the disposal of non-current assets (including the 54,831.62 offset part of asset impairment provisions) Government grants recognized in the current period, except for those acquired in the ordinary course of business or granted at 2,842,744.44 certain quotas or amounts according to the country’s unified standards Other non-operating income and expenses than the above -158,479.48 3 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. Less: Income tax effects 693,317.73 Minority interests effects (after tax) -450.00 Total 2,046,228.85 -- 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 No such cases during the reporting period. II. Total number of shareholders and shareholdings of the top ten shareholders at the period-end 1. Total number of common shareholders and shareholdings of the top ten common shareholders at the period-end Unit: share Total number of common 60,715 (of which the shareholders of A share were of 43,968) shareholders at the period-end Shareholdings of the top ten common shareholders Number of Pledged or frozen shares Name of Nature of Shareholding Number of the restricted shares shareholder shareholder percentage (%) shares held Status of shares Number of shares held Sanonda Group State-owned 20.15% 119,687,202 - - - Co., Ltd. corporation Celsius Property Foreign 10.60% 62,950,659 - - - B.V. corporation ICBC - Bosera Selected Stock Other 0.84% 5,001,417 - - - Securities Investment Fund China Life Insura nce Co., Ltd. – Dividend - Person Other 0.77% 4,562,962 - - - al bonus - 005L- FH002 Shen STATE-OWNED ASSETS ADMINISTRATIO Nation 0.70% 4,169,266 - - - N BUREAU OF QICHUN COUNTY 4 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. Domestic Shen Hefei 0.63% 3,768,445 - - - individual Foreign NORGES BANK 0.44% 2,634,504 - - - corporation ICBC - Zhonghai Energy Strategy Other 0.40% 2,402,606 - - - Hybrid Securities Investment Fund GUOTAI JUNAN SECURITIES(HO Foreign 0.35% 2,105,816 - - - NGKONG) corporation LIMITED Domestic Xie Qingjun 0.35% 2,053,500 - - - individual Shareholdings of the top ten non-restricted common shareholders Number of non-restricted common shares held at the Type of shares Name of shareholder period-end Type Number RMB ordinary Sanonda Group Co., Ltd. 119,687,202 119,687,202 share Domestically Celsius Property B.V. 62,950,659 listed foreign 62,950,659 share ICBC - Bosera Selected Stock RMB ordinary 5,001,417 5,001,417 Securities Investment Fund share China Life Insurance Co., Ltd. – RMB ordinary Dividend - Personal bonus - 005L- 4,562,962 4,562,962 share FH002 Shen STATE-OWNED ASSETS RMB ordinary ADMINISTRATION BUREAU OF 4,169,266 4,169,266 share QICHUN COUNTY RMB ordinary Shen Hefei 3,768,445 3,768,445 share Domestically NORGES BANK 2,634,504 listed foreign 2,634,504 share ICBC - Zhonghai Energy Strategy RMB ordinary 2,402,606 2,402,606 Hybrid Securities Investment Fund share GUOTAI JUNAN Domestically 2,105,816 2,105,816 SECURITIES(HONGKONG) listed foreign 5 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. LIMITED share Domestically Xie Qingjun 2,053,500 listed foreign 2,053,500 share STATE-OWNED ASSETS ADMINISTRATION BUREAU OF QICHUN COUNTY held the shares of the Company on behalf of the country. Sanonda Group Corporation (now Explanation on associated renamed as Jingzhou Sanonda Holdings Co., Ltd.) and Celsius Property B.V. (foreign relationship or persons acting in shareholder, now renamed as ADAMA Celsius B.V.) are related parties, and under the same concert among the above-mentioned control of China National Chemical Agrochemical Corporation, and are acting-in-concert shareholders parties as prescribed in the Administrative Methods for Acquisition of Listed Companies. It is unknown whether the other shareholders are related parties or acting-in-concert parties as prescribed in the Administrative Methods for Acquisition of Listed Companies. Did any of the top 10 common shareholders or the top 10 non-restricted common shareholders of the Company carry out any agreed buy-back in the reporting period? □ Yes √ No No shareholder of the Company carried out any agreed buy-back in the reporting period. 2. Total number of preferred share holders and shareholdings of the top ten preferred share holders at the period-end □ Applicable √ Inapplicable Section III. Significant Events I. Major changes of main accounting statement items and financial indicators in the reporting period, as well as reasons for the changes √ Applicable □ Inapplicable (Unit: RMB Ten thousand) Increase Increase/ Financial 31 Dec. 30 Sept. 2014 /decreas decrease Main reason for the change statement item 2013 e (%) Monetary funds 56,802 41,407 15,395 37.18% Sales inflows increased. Notes Acceptance bills were adopted more often in 2,454 4,110 -1,656 -40.29% receivable payment for our products. The sales incomes at home and abroad both Accounts increased. And settlement with recourse was 34,501 20,917 13,584 64.94% receivable often adopted in export, resulting in a long settlement period. Prepayments 6,738 4,304 2,434 56.55% Prepayments for raw materials increased. Other 2,712 722 1,990 275.62% Export rebates receivable increased. receivables Available-for-sa 915 915 Some long-term equity investments were 6 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. le financial restated under this item according to the assets amended accounting standards. Some long-term equity investments were Long-term restated as available-for-sale financial assets equity 915 -915 -100.00% according to the amended accounting investments standards. Construction in 44,267 23,449 20,818 88.78% Inputs to construction increased. progress Short-term 24,500 35,922 -11,422 -31.80% More short-term borrowings were repaid. borrowings Notes payable 8,500 4000 4,500 112.50% New notes for paying for raw materials Accounts 21,040 15604 5,436 34.84% Amounts to be paid to suppliers increased. payable Taxes and fares 11,812 7,334 4,478 61.06% The income tax to be paid increased. payable Accounts received in 4,129 7,944 -3,815 -48.02% Advances from customers decreased. advance Non-current Most of the long-term borrowings due within 1 liabilities due 749 7,739 -6,990 -90.32% year were repaid. within 1 year Long-term 43,159 29,609 13,550 45.76% New long-term borrowings for projects borrowings Specialized 2,242 1,606 636 39.60% Security funds reserve increased. reserves Retained profits 94,582 54,669 39,913 73.01% Profits increased. Increase Increase/ Financial Jan.-Sept. Jan.-Sept. 2014 /decreas decrease Main reason for the change statement item 2013 e (%) Business tax 713 260 453 174.23% Surtaxes payable increased. and surtaxes Financial Short-term borrowings decreased and the 2,389 5,589 -3,200 -57.26% expenses interest expenses decreased accordingly. Investment 172 466 -294 -63.09% The bonuses received decreased. gains Non-business 304 197 107 54.31% Government subsidies increased. incomes Non-business The loss on disposal of non-current assets 30 429 -399 -93.01% expenses decreased. Income tax 15,604 6,684 8,920 133.45% Total profits increased. expenses Net profits attributable to The sales income and the gross profit rate 42,883 19,189 23,694 123.48% owners of the increased. Company Net cash flows from investing -31,947 -20,125 -11,822 -58.74% Fixed asset investments increased. activities Net cash flows from financing -13,772 -4,731 -9,041 -191.10% Repaid loans increased. activities II. Progress of significant events and analysis & explanations on their influence and solutions √ Applicable □ Inapplicable 1. Changes of share equity of the controlling shareholder of the Company, Jingzhou Sanonda Co., Ltd. On 24 Sep. 2014 the Company disclosed the Indicative Announcement on Changes of Share Equity of the Controlling Shareholder. China National Agrochemical Corporation had transferred its holding of 100% share equity of 7 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. Jingzhou Sanonda Co., Ltd. to China International Agrochemical Corporation. On 9 Oct. 2014 the Company disclosed the Indicative Announcement on Equity Transfer of Shareholders, China National Agrochemical Corporation had transferred its holding of 100% share equity of Jingzhou Sanonda Co., Ltd. to ADAMA Celsius B.V. which lead to ADAMA Celsius B.V. directly and indirectly holding a total of 30.75% share equity of the Company. On 11 Oct. 2014, the Company disclosed the Announcement of Progress of Equity Transfer of Shareholders, and application material of the Exemption Approval of Tender Offer Duty submitted by ADAMA Celsius B.V. had been accepted by CSRC. 2. The Company’s 300,000 tons/year reformation project of the energy saving and emission reduction technology of caustic soda devices. Of which the total investment of 200,000 tons/year per period project of caustic soda was estimated RMB 760000000. As of the announcement day, it has been basically completed; it was expected to test run within the year. Index to the relevant announcement Overview of the significant event Date of disclosure disclosed on the website Indicative Announcement on Changes of Share Equity of the Controlling 24 Sep. 2014 http://www.cninfo.com.cn Shareholder Indicative Announcement on Equity 9 Oct. 2014 http://www.cninfo.com.cn Transfer of Shareholders Announcement of Progress of Equity 11 Oct. 2014 http://www.cninfo.com.cn Transfer of Shareholders III. Commitments made by the Company or shareholders holding over 5% of the Company’s shares in the reporting period or such commitments carried down into the reporting period √ Applicable □ Inapplicable Time of Commitm Period of Commitment Contents making Fulfillment ent maker commitment commitment Commitments made in a share reform I. Commitments on avoiding horizontal competition: Up to the 1. excepting the Company proposed conducting date of transaction may lead to competition in domestic trade declaration with Shenzhen NOPOSION Agrochemical Co., Ltd. of the report, Commitments made in Celsius disclosed in the B Shares Offer Acquisition Report of the acquisition report or in Property Hubei Sanonda CO., Ltd. The Company will take Within 7 commitment 7 Sep. 2013 report on changes of B.V. and effective measures to avoid the Company and its years s were being equity MAI controlling subsidiaries engaged in the same or carried out similar business with Hubei Sanonda CO., Ltd. within and the the territory.2. If the Company or its controlling committers subsidiaries domestically conduct related business abided by which form horizontal competition with Hubei the above 8 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. Sanonda CO., Ltd. in future (including related commitment business of the Company proposed conducting s. 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. 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, production and sales system, and to gain the Up to the independent intellectual property. The Company and date of its direct or indirect controlling shareholders and declaration Sanonda of which the personnel, assets, finance, of the report, business and institutions will be completely the separated, and at the same time maintain the Celsius commitment operation ability of Sanonda that independently face Property s were being to the China agrochemical industry market. 2. The 7 Sep. 2013 Long term B.V. and carried out Company will avoid and reduce the related MAI and the transactions with Sanonda according to the committers requirements stipulated by the laws, regulations and abided by other normative documents; but for those related the above transactions that are inevitable or occur with commitment reasonable cause, will have to obey the just, fair and s. 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, 9 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. 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 horizontal competition: 1. The business of the Company’s subsidiaries-- Jiangsu Anpon Electrochemical Co., Ltd., Anhui Petroleum Chemical Group Co., Ltd., Shangdong Dacheng Agrochemical Co., Ltd. and Jiamusi Heilong Agrochemicals Co., Ltd., and Hunan Haohua Chemical Co., 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 Up to the market so as to make each corporation differ in the date of products and its ultimate users according to the declaration securities laws and regulations and industry policy of the report, within 7 years, thus to eliminate the current domestic the China horizontal competition between the Company’s commitment National controlling subsidiaries and Sanonda. 2. Excepting Within 7 s were being Chemical 7 Sep. 2013 the competition situation disclosed in the offer years carried out Corporatio acquisition report, the Company take effective and the n measures to avoid the Company and its controlling committers subsidiaries ( excepting Commitments respectively abided by made in acquisition report by Celsius Property B.V. the above and MAI )’ new increased business engaged in the commitment same or similar business with Hubei Sanonda CO., s. Ltd. within the territory in future. 3. If the Company or its controlling subsidiaries (excepting Commitments respectively made in acquisition report by Celsius 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 10 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. 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, production and sales system, and to gain the independent intellectual property. The Company and its direct or indirect controlling shareholders and Up to the Sanonda of which the personnel, assets, finance, date of business and institutions will be completely declaration separated, and at the same time maintain the of the report, operation ability of Sanonda that independently face the China to the China agrochemical industry market. 2. The commitment National Company will avoid and reduce the related s were being Chemical transactions with Sanonda according to the 7 Sep. 2013 Long term carried out Corporatio requirements stipulated by the laws, regulations and and the n other normative documents; but for those related committers transactions that are inevitable or occur with abided by reasonable cause, will have to obey the just, fair and the above open market principles. And to sign the agreement commitment according to the law and to carry out legal program, s. 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 11 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. not? Detailed reason for failing to execute and Inapplicable the next plan (if any) IV. Predict the 2014 annual operating results Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next reporting period compared with the same period of the last year according to prediction, as well as explanations on the reasons □Applicable √Inapplicable V. Securities investment □Applicable √Inapplicable The Company did not invest in any securities in the reporting period. VI. Investments in derivatives □Applicable √Inapplicable The Company did not invest in any derivative in the reporting period. VII. Researches, visits and interviews received in the reporting period √Applicable □Inapplicable Main discussion and Time Place Way of reception Visitor type Visitor materials provided by the Company Telephone Individual Product prices of 22 Jul. 2014 The Company Individual investor communication glyphosate, paraquat etc. Telephone Shareholder numbers of A 3 Sep. 2014 The Company Individual Individual investor communication share at the end of Aug. Individual The production and Telephone 26 Sep. 2014 The Company Individual investor operation situation of the communication Company Relevant events of equity Telephone 30 Sep. 2014 The Company Individual Individual investor transfer of Jingzhou communication Sanonda Co., Ltd. 12 Report for the Third 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 568,023,334.45 414,065,921.21 Settlement reserves Intra-group lendings Financial assets measured at fair value and of which changes are recorded into current gains and losses Notes receivable 24,537,646.31 41,103,985.15 Accounts receivable 345,005,509.17 209,166,447.16 Accounts paid in advance 67,383,330.14 43,042,028.26 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable Other accounts receivable 27,124,647.59 7,224,391.05 Financial assets purchased under agreements to resell Inventories 230,995,299.91 258,274,457.88 Assets held for sale Non-current assets due within 1 year Other current assets Total current assets 1,263,069,767.57 972,877,230.71 Non-current assets: Loans by mandate and advances 13 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. granted Available-for-sale financial assets 9,153,782.63 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 9,153,782.63 Investing property 3,974,112.50 4,154,412.50 Fixed assets 1,222,118,463.98 1,324,222,385.03 Construction in progress 442,673,616.28 234,487,866.23 Engineering materials 61,477,937.93 0.00 Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 137,460,030.41 137,371,149.10 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 11,886,236.38 12,619,948.14 Other non-current assets 16,384,400.00 13,384,400.00 Total of non-current assets 1,905,128,580.11 1,735,393,943.63 Total assets 3,168,198,347.68 2,708,271,174.34 Current liabilities: Short-term borrowings 245,000,000.00 359,220,205.55 Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Intra-group borrowings Financial liabilities measured at fair value and of which changes are recorded into current gains and losses Notes payable 85,000,000.00 40,000,000.00 Accounts payable 210,397,645.96 156,037,973.10 Accounts received in advance 41,291,290.18 79,437,442.04 Financial assets sold for repurchase Handling charges and commissions payable 14 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. Employee’s compensation payable 24,078,367.92 25,332,986.86 Tax payable 118,116,910.37 73,337,138.50 Interest payable Dividend payable 250,000.00 250,000.00 Other accounts payable 28,242,974.01 34,544,608.36 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Liabilities held for sale Non-current liabilities due within 1 7,490,000.00 77,390,000.00 year Other current liabilities Total current liabilities 759,867,188.44 845,550,354.41 Non-current liabilities: Long-term borrowings 431,590,000.00 296,090,000.00 Bonds payable Long-term payables 650,000.00 650,000.00 Specific payables Estimated liabilities Deferred income tax liabilities Other non-current liabilities 24,486,944.45 19,538,888.89 Total non-current liabilities 456,726,944.45 316,278,888.89 Total liabilities 1,216,594,132.89 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 22,418,224.49 16,059,288.71 Surplus reserves 126,334,248.31 126,334,248.31 Provisions for general risks Retained profits 945,820,864.12 546,688,770.98 15 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. Foreign exchange difference Total equity attributable to owners of 1,951,680,600.58 1,546,189,571.66 the Company Minority interests -76,385.79 252,359.38 Total owners’ (or shareholders’) equity 1,951,604,214.79 1,546,441,931.04 Total liabilities and owners’ (or 3,168,198,347.68 2,708,271,174.34 shareholders’) equity 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 480,859,691.65 329,849,120.35 Financial assets measured at fair value and of which changes are recorded into current gains and losses Notes receivable 24,251,646.31 41,103,985.15 Accounts receivable 512,481,368.10 193,013,915.85 Accounts paid in advance 65,841,739.91 42,670,595.78 Interest receivable Dividend receivable Other accounts receivable 85,049,896.58 144,872,701.27 Inventories 221,706,982.33 254,766,534.37 Assets held for sale Non-current assets due within 1 year Other current assets Total current assets 1,390,191,324.88 1,006,276,852.77 Non-current assets: Available-for-sale financial assets 9,153,782.63 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 55,526,635.41 64,680,418.04 Investing property 3,974,112.50 4,154,412.50 16 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. Fixed assets 1,060,802,218.04 1,153,224,118.73 Construction in progress 442,673,616.28 234,487,866.23 Engineering materials 61,477,937.93 0.00 Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 124,652,342.26 125,275,394.07 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 7,743,738.12 7,587,719.43 Other non-current assets 16,384,400.00 13,384,400.00 Total of non-current assets 1,782,388,783.17 1,602,794,329.00 Total assets 3,172,580,108.05 2,609,071,181.77 Current liabilities: Short-term borrowings 245,000,000.00 283,000,000.00 Financial liabilities measured at fair value and of which changes are recorded into current gains and losses Notes payable 85,000,000.00 40,000,000.00 Accounts payable 205,430,720.45 151,132,431.37 Accounts received in advance 17,370,091.20 49,176,997.90 Employee’s compensation payable 24,058,965.30 22,813,584.24 Tax payable 131,724,297.32 87,016,104.58 Interest payable Dividend payable 250,000.00 250,000.00 Other accounts payable 25,458,483.05 33,560,585.60 Liabilities held for sale Non-current liabilities due within 1 7,490,000.00 77,390,000.00 year Other current liabilities Total current liabilities 741,782,557.32 744,339,703.69 Non-current liabilities: Long-term borrowings 431,590,000.00 296,090,000.00 Bonds payable 17 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. Long-term payables 650,000.00 650,000.00 Specific payables Estimated liabilities Deferred income tax liabilities Other non-current liabilities 15,636,944.45 10,688,888.89 Total non-current liabilities 447,876,944.45 307,428,888.89 Total liabilities 1,189,659,501.77 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 Specific reserves 17,449,112.18 11,090,176.40 Surplus reserves 126,334,248.31 126,334,248.31 Provisions for general risks Retained profits 981,414,188.61 562,155,107.30 Foreign exchange difference Total owners’ (or shareholders’) equity 1,982,920,606.28 1,557,302,589.19 Total liabilities and owners’ (or 3,172,580,108.05 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 for the reporting period Prepared by Hubei Sanonda Co., Ltd. Unit: RMB Yuan Item Jul.-Sept. 2014 Jul.-Sept. 2013 I. Total operating revenues 866,668,593.25 736,572,680.43 Including: Sales income 866,668,593.25 736,572,680.43 Interest income Premium income Handling charge and commission income II. Total operating cost 678,614,652.87 650,956,887.09 Including: Cost of sales 614,846,344.50 565,057,007.81 18 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. 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 3,508,609.11 1,546,251.15 Selling and distribution expenses 28,856,077.05 26,449,088.74 Administrative expenses 26,461,149.36 40,178,213.03 Financial expenses 6,641,273.88 15,677,925.94 Asset impairment loss -1,698,801.03 2,048,400.42 Add: Gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” 1,716,466.00 2,402,566.32 means loss) Including: share of profits in 0.00 associates and joint ventures Foreign exchange gains (“-” 0.00 means loss) III. Business profit (“-” means loss) 189,770,406.38 88,018,359.66 Add: non-operating income 1,591,240.16 742,700.40 Less: non-operating expense 21,658.98 1,490,132.04 Including: loss from non-current 497,369.80 asset disposal IV. Total profit (“-” means loss) 191,339,987.56 87,270,928.02 Less: Income tax expense 51,055,018.81 22,872,992.96 V. Net profit (“-” means loss) 140,284,968.75 64,397,935.06 Including: Net profit achieved by combined parties before the 0.00 combinations Attributable to owners of the 140,421,657.01 64,416,621.78 Company Minority shareholders’ income -136,688.26 -18,686.72 19 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. VI. Earnings per share -- -- (I) Basic earnings per share 0.2364 0.1085 (II) Diluted earnings per share 0.2364 0.1085 Ⅶ. Other comprehensive incomes 0.00 Including: Other comprehensive incomes items that cannot be 0.00 reclassified as gains and losses in the subsequent accounting periods Other comprehensive incomes items that will be reclassified as gains and losses in the subsequent accounting 0.00 periods as relevant requirements are met Ⅷ. Total comprehensive incomes 140,284,968.75 64,397,935.06 Attributable to owners of the 140,421,657.01 64,416,621.78 Company Attributable to minority shareholders -136,688.26 -18,686.72 Legal representative: Li Zuorong Chief of the accounting work: He Xuesong Chief of the accounting organ: He Xuesong 4. Income statement of the Company for the reporting period Prepared by Hubei Sanonda Co., Ltd. Unit: RMB Yuan Item Jul.-Sept. 2014 Jul.-Sept. 2013 I. Total sales 873,392,079.74 706,783,092.24 Less: cost of sales 620,782,114.02 540,539,808.98 Business taxes and surcharges 3,459,377.90 1,457,957.43 Distribution expenses 26,883,038.92 23,714,418.36 Administrative expenses 23,723,085.93 35,514,238.50 Financial costs 6,524,217.73 15,498,205.46 Impairment loss 2,048,131.71 1,714,541.86 Add: gain/(loss) from change in fair 0.00 0.00 value (“-” means loss) Gain/(loss) from investment (“-” 1,716,466.00 4,574,977.62 means loss) Including: income form investment 0.00 0.00 on associates and joint ventures 20 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. II. Business profit (“-” means loss) 191,688,579.53 92,918,899.27 Add: non-business income 1,590,398.98 742,700.40 Less: non-business expense 21,658.98 1,077,139.02 Including: loss from non-current 0.00 88,241.32 asset disposal III. Total profit (“-” means loss) 193,257,319.53 92,584,460.65 Less: income tax expense 49,260,810.36 22,698,685.99 IV. Net profit (“-” means loss) 143,996,509.17 69,885,774.66 V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other comprehensive income Including: Other comprehensive incomes items that cannot be reclassified as gains and losses in the subsequent accounting periods Other comprehensive incomes items that will be reclassified as gains and losses in the subsequent accounting periods as relevant requirements are met VII. Total comprehensive income 143,996,509.17 69,885,774.66 Legal representative: Li Zuorong Chief of the accounting work: He Xuesong Chief of the accounting organ: He Xuesong 5. Consolidated income statement for Jan.-Sept. 2014 Prepared by Hubei Sanonda Co., Ltd. Unit: RMB Yuan Item Jan.-Sept. 2014 Jan.-Sept. 2013 I. Total operating revenues 2,566,950,017.93 2,256,260,997.65 Including: Sales income 2,566,950,017.93 2,256,260,997.65 Interest income Premium income Handling charge and commission income II. Total operating cost 1,986,861,585.14 2,000,685,942.77 Including: Cost of sales 1,791,336,118.38 1,775,928,846.79 21 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. 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 7,129,842.54 2,602,233.84 Selling and distribution expenses 72,052,618.87 72,024,500.77 Administrative expenses 82,955,634.78 86,904,916.39 Financial expenses 23,893,206.76 55,889,480.92 Asset impairment loss 9,494,163.81 7,335,964.06 Add: Gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” 1,716,466.00 4,656,748.75 means loss) Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 581,804,898.79 260,231,803.63 Add: non-operating income 3,039,644.14 1,974,451.97 Less: non-operating expense 300,547.56 4,287,341.76 Including: loss from non-current 1,111,736.52 asset disposal IV. Total profit (“-” means loss) 584,543,995.37 257,918,913.84 Less: Income tax expense 156,044,486.40 66,843,992.01 V. Net profit (“-” means loss) 428,499,508.97 191,074,921.83 Including: Net profit achieved by combined parties before the combinations Attributable to owners of the 428,828,254.14 191,887,146.03 Company Minority shareholders’ income -328,745.17 -812,224.20 22 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. VI. Earnings per share -- -- (I) Basic earnings per share 0.7220 0.3231 (II) Diluted earnings per share 0.7220 0.3231 Ⅶ. Other comprehensive incomes Including: Other comprehensive incomes items that cannot be reclassified as gains and losses in the subsequent accounting periods Other comprehensive incomes items that will be reclassified as gains and losses in the subsequent accounting periods as relevant requirements are met Ⅷ. Total comprehensive incomes 428,499,508.97 191,074,921.83 Attributable to owners of the 428,828,254.14 191,887,146.03 Company Attributable to minority shareholders -328,745.17 -812,224.20 Legal representative: Li Zuorong Chief of the accounting work: He Xuesong Chief of the accounting organ: He Xuesong 6. Income statement of the Company for Jan.-Sept. 2014 Prepared by Hubei Sanonda Co., Ltd. Unit: RMB Yuan Item Jan.-Sept. 2014 Jan.-Sept. 2013 I. Total sales 2,560,157,966.36 2,203,347,880.21 Less: cost of sales 1,792,580,063.10 1,744,838,783.58 Business taxes and surcharges 6,970,529.96 2,210,472.44 Distribution expenses 67,879,729.85 62,898,917.22 Administrative expenses 66,871,693.03 70,677,458.98 Financial costs 23,666,913.20 54,840,544.73 Impairment loss 5,118,661.69 3,642,835.26 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” 1,716,466.00 7,479,160.05 means loss) Including: income form investment on associates and joint ventures 23 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. II. Business profit (“-” means loss) 598,786,841.53 271,718,028.05 Add: non-business income 3,037,538.48 1,375,362.73 Less: non-business expense 264,267.56 3,212,967.76 Including: loss from non-current 260,717.87 asset disposal III. Total profit (“-” means loss) 601,560,112.45 269,880,423.02 Less: income tax expense 152,604,870.14 66,376,126.84 IV. Net profit (“-” means loss) 448,955,242.31 203,504,296.18 V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other comprehensive income Including: Other comprehensive incomes items that cannot be reclassified as gains and losses in the subsequent accounting periods Other comprehensive incomes items that will be reclassified as gains and losses in the subsequent accounting periods as relevant requirements are met VII. Total comprehensive income 448,955,242.31 203,504,296.18 Legal representative: Li Zuorong Chief of the accounting work: He Xuesong Chief of the accounting organ: He Xuesong 7. Consolidated cash flow statement for Jan.-Sept. 2014 Prepared by Hubei Sanonda Co., Ltd. Unit: RMB Yuan Item Jan.-Sept. 2014 Jan.-Sept. 2013 I. Cash flows from operating activities: Cash received from sale of 2,226,317,764.36 1,913,594,741.51 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 24 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. 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 4,383,350.82 44,321,349.09 Other cash received relating to 18,048,571.71 29,222,064.23 operating activities Subtotal of cash inflows from operating 2,248,749,686.89 1,987,138,154.83 activities Cash paid for goods and services 1,267,702,207.71 1,152,453,474.46 Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from banks Cash for paying claims of the original insurance contracts Cash for paying interest, handling charges and commissions Cash for paying policy dividends Cash paid to and for employees 145,782,618.04 98,299,479.96 Various taxes paid 165,110,099.99 69,484,931.61 Other cash payment relating to 78,065,050.39 82,901,611.00 operating activities Subtotal of cash outflows from 1,656,659,976.13 1,403,139,497.03 operating activities Net cash flows from operating activities 592,089,710.76 583,998,657.80 25 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. II. Cash flows from investing activities: Cash received from withdrawal of investments Cash received from return on 1,716,466.00 4,062,224.59 investments Net cash received from disposal of fixed assets, intangible assets and other 1,350.00 248,934.00 long-term assets Net cash received from disposal of 3,581,762.75 subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from investing 1,717,816.00 7,892,921.34 activities Cash paid to acquire fixed assets, intangible assets and other long-term 321,184,393.66 209,143,279.84 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 321,184,393.66 209,143,279.84 investing activities Net cash flows from investing activities -319,466,577.66 -201,250,358.50 III. Cash Flows from Financing Activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from borrowings 454,659,359.80 1,099,579,666.32 Cash received from issuance of bonds Other cash received relating to financing activities 26 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. Subtotal of cash inflows from financing 454,659,359.80 1,099,579,666.32 activities Repayment of borrowings 503,279,565.35 1,048,510,703.29 Cash paid for interest expenses and 69,033,958.44 72,292,686.21 distribution of dividends or profit Including: dividends or profit paid 350,000.00 by subsidiaries to minority shareholders Other cash payments relating to 20,070,000.00 26,087,079.11 financing activities Sub-total of cash outflows from 592,383,523.79 1,146,890,468.61 financing activities Net cash flows from financing activities -137,724,163.99 -47,310,802.29 IV. Effect of foreign exchange rate 558,444.13 -1,022,847.09 changes on cash and cash equivalents V. Net increase in cash and cash 135,457,413.24 334,414,649.92 equivalents Add: Opening balance of cash and 410,065,921.21 175,181,365.77 cash equivalents VI. Closing balance of cash and cash 545,523,334.45 509,596,015.69 equivalents Legal representative: Li Zuorong Chief of the accounting work: He Xuesong Chief of the accounting organ: He Xuesong 8. Cash flow statement of the Company for Jan.-Sept. 2014 Prepared by Hubei Sanonda Co., Ltd. Unit: RMB Yuan Item Jan.-Sept. 2014 Jan.-Sept. 2013 I. Cash flows from operating activities: Cash received from sale of 2,061,575,013.29 1,868,882,855.18 commodities and rendering of service Tax refunds received 1,101,773.34 32,620,291.11 Other cash received relating to 18,225,286.03 18,758,181.28 operating activities Subtotal of cash inflows from operating 2,080,902,072.66 1,920,261,327.57 activities Cash paid for goods and services 1,230,292,169.21 1,136,426,024.17 Cash paid to and for employees 136,861,327.85 86,518,399.30 27 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. Various taxes paid 163,353,984.40 63,520,924.24 Other cash payment relating to 40,824,428.17 77,134,629.86 operating activities Subtotal of cash outflows from 1,571,331,909.63 1,363,599,977.57 operating activities Net cash flows from operating activities 509,570,163.03 556,661,350.00 II. Cash flows from investing activities: Cash received from retraction of investments Cash received from return on 1,716,466.00 4,062,224.59 investments Net cash received from disposal of fixed assets, intangible assets and other 1,350.00 248,934.00 long-term assets Net cash received from disposal of 21,287,258.78 subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from investing 1,717,816.00 25,598,417.37 activities Cash paid to acquire fixed assets, intangible assets and other long-term 317,158,489.66 206,332,355.45 assets Cash paid for investment 5,906,730.00 Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 317,158,489.66 212,239,085.45 investing activities Net cash flows from investing activities -315,440,673.66 -186,640,668.08 III. Cash Flows from Financing Activities: Cash received from capital contributions Cash received from borrowings 386,000,000.00 794,590,000.00 Cash received from issuance of bonds 28 Report for the Third Quarter of 2014 of Hubei Sanonda Co., Ltd. Other cash received relating to financing activities Subtotal of cash inflows from financing 386,000,000.00 794,590,000.00 activities Repayment of borrowings 358,400,000.00 802,310,000.00 Cash paid for interest expenses and 69,033,958.44 68,758,770.68 distribution of dividends or profit Other cash payments relating to 20,070,000.00 18,880,000.00 financing activities Sub-total of cash outflows from 447,503,958.44 889,948,770.68 financing activities Net cash flows from financing activities -61,503,958.44 -95,358,770.68 IV. Effect of foreign exchange rate -114,959.63 -45,549.93 changes on cash and cash equivalents V. Net increase in cash and cash 132,510,571.30 274,616,361.31 equivalents Add: Opening balance of cash and 325,849,120.35 149,485,252.01 cash equivalents VI. Closing balance of cash and cash 458,359,691.65 424,101,613.32 equivalents Legal representative: Li Zuorong Chief of the accounting work: He Xuesong Chief of the accounting organ: He Xuesong II. Audit report Is this report audited? □ Yes √ No This report is not audited. HUBEI SANONDA CO., LTD. Legal representative: Li Zuorong 20 Oct. 2014 29