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沙隆达B:2015年第一季度报告全文(英文版)2015-04-24  

						                   Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.




     HUBEI SANONDA CO., LTD.

REPORT FOR THE FIRST QUARTER OF 2015




              Apr. 2015


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                                           Report for the First Quarter of 2015 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.




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                                                                       Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.




               Section II. Financial Highlights & Change of Shareholders

I. Financial highlights

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

                                                  Jan.-Mar. 2015                   Jan.-Mar. 2014                  +/- (%)

Operating revenues (RMB Yuan)                             554,976,943.28                 801,641,627.55                      -30.77%

Net profit attributable to shareholders of
                                                           77,028,787.65                 131,969,307.74                      -41.63%
the Company (RMB Yuan)
Net profit attributable to shareholders of
the Company after extraordinary gains and                   76,147,879.11                132,040,344.74                      -42.33%
losses (RMB Yuan)
Net cash flows from operating activities
                                                           -23,477,753.42                146,981,733.82                      -115.97%
(RMB Yuan)

Basic EPS (RMB Yuan/share)                                           0.1297                        0.2222                    -41.63%

Diluted EPS (RMB Yuan/share)                                         0.1297                        0.2222                    -41.63%

Weighted average ROE (%)                                             3.76%                          8.18%                     -4.42%

                                                      31 Mar. 2015                  31 Dec. 2014                  +/- (%)

Total assets (RMB Yuan)                                  3,119,198,949.41              2,934,299,657.47                        6.30%

Net assets attributable to shareholders of
                                                         2,087,291,856.91              2,007,631,150.60                        3.97%
the Company (RMB Yuan)

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

                                Item                                          Jan.-Mar. 2015                 Explanation

Government grants recognized in the current period, except for
those acquired in the ordinary course of business or granted at
                                                                                      1,162,222.22
certain quotas or amounts according to the government’s unified
standards

Non-operating income and expense other than the above                                    16,010.00

Less: Income tax effects                                                                294,558.06

Minority interests effects (after tax)                                                    2,765.62

Total                                                                                   880,908.54                 --

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


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                                                                       Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


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 in the reporting period.


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

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

                                                                                                                            Unit: share

Total     number      of        common
                                                                                                                                 60513
shareholders at the period-end

                                            Shareholdings of top 10 common shareholders

                                                                               Number of              Pledged or frozen shares
       Name of          Nature of        Shareholding     Number of shares
                                                                             restricted shares
   shareholder         shareholder       percentage (%)         held                             Status of shares   Number of shares
                                                                                   held

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

ADAMA Celsius Foreign legal
                                                 10.60%        62,950,659
B.V.               person

                   Domestic natural
Chen Lichun                                       0.87%          5,186,791
                   person

STATE-OWNED
ASSETS
ADMINISTRATI
                   Nation                         0.70%          4,169,266
ON BUREAU
OF QICHUN
COUNTY

GUOTAI
JUNAN
                   Foreign legal
SECURITIES(H                                      0.67%          3,996,413
                   person
ONGKONG)
LIMITED

                   Foreign legal
NORGES BANK                                       0.44%          2,634,504
                   person

ICBC-Lion
Small-and-mediu
m Sized            Other                          0.36%          2,129,400
Enterprises
Listed


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                                                                  Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


Companies Value
Selection Stock
Fund

VANGUARD
TOTAL
                  Foreign legal
INTERNATION                                   0.29%          1,695,900
                  person
AL STOCK
INDEX FUND

UBS     AG        Other                       0.24%          1,408,687

Bank of Comm
unications-HFT
                  Other                       0.23%          1,390,200
Value Selection
Stock Fund

                                  Shareholdings of top 10 non-restricted common shareholders

                                                                                                     Variety of shares
       Name of shareholder             Number of non-restricted common shares held
                                                                                                Variety           Number

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

                                                                                           Domestically
ADAMA Celsius B.V.                                                           62,950,659 listed foreign               62,950,659
                                                                                           shares

                                                                                           RMB ordinary
Chen Lichun                                                                    5,186,791                                 5,186,791
                                                                                           shares

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

GUOTAI JUNAN                                                                               Domestically
SECURITIES(HONGKONG)                                                           3,996,413 listed foreign                  3,996,413
LIMITED                                                                                    shares

                                                                                           Domestically
NORGES BANK                                                                    2,634,504 listed foreign                  2,634,504
                                                                                           shares

ICBC-Lion Small-and-medium
                                                                                           RMB ordinary
Sized Enterprises Listed Companies                                             2,129,400                                 2,129,400
                                                                                           shares
Value Selection Stock Fund

VANGUARD TOTAL                                                                             Domestically
INTERNATIONAL STOCK                                                            1,695,900 listed foreign                  1,695,900
INDEX FUND                                                                                 shares

                                                                                           RMB ordinary
UBS     AG                                                                     1,408,687                                 1,408,687
                                                                                           shares


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                                                                       Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


Bank of Communications-HFT Va                                                                    RMB ordinary
                                                                                     1,390,200                              1,390,200
lue Selection Stock Fund                                                                         shares

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

Top 10 common shareholders taking The shareholder Chen Lichun hold 5,186,791 shares of the Company through credit collateral
part in securities margin trading (if   securities trading account and hold 0 shares of the Company through common stock account
any)                                    that hold 5,186,791 shares of the Company in total.

Did any of the top 10 common shareholders or the top 10 non-restricted common shareholders of the Company conduct any
promissory repo during the reporting period?
□ Yea √ No
No such cases in the reporting period.


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

□ Applicable √ Inapplicable




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                                                                         Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.




                                         Section III. Significant Events

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

√ Applicable □ Inapplicable

                                                     31 Dec. 2014
                             31 Mar. 2015 (RMB
                                                      (RMB Ten
  Financial statement           Ten thousand)
                                                      thousand)         +/-%                   Main reasons for the change
           items
                                                      (Jan.-Mar.
                              (Jan.-Mar. 2015)
                                                        2014)

Notes receivable                          1,733                 287      503.04% Customers’ payments with notes receivable increased.

Accounts receivable                      30,053             19,564        53.62% Payments collected decreased.

Prepayments                               5,532              1,944       184.48% Prepayments for materials increased.

Construction in progress                 57,755             42,386        36.26% Spending on construction projects increased.

Engineering materials                           34           8,897       -99.62% Some engineering materials were transferred to
                                                                                  construction in progress.
Other non-current assets                  1,838              1,338        37.36% Prepayments for land
Short-term borrowings                    11,000              7,500        46.67% New borrowings for working capital

Accounts payable                          5,000              1,500       233.33% New accounts payable

Payroll payable                           1,588              2,574       -38.32% Some remuneration was paid.

Taxes and fares payable                  10,307              7,205        43.06% The income tax payable increased.
Operating revenues                       55,498             80,164       -30.77% The sales decreased.
Business      tax     and                   523                    19   2678.38% The exempted and offset tax amount increased.
surtaxes
Selling expenses                          1,111              1,898       -41.45% The sales decreased.

Financial expenses                          416                 761      -45.28% The interest expenses decreased.

Asset impairment losses                   1,516                 302      401.67% The falling price provisions increased.
Non-operating incomes                       118                     2   6601.13% Governmental subsidies increased.

Income tax expenses                       2,676              4,627       -42.16% Total profit decreased.

Net profit attributable to                7,703             13,197       -41.63% The sales income decreased.
owners of the Company


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

□ Applicable √ Inapplicable




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                                                                       Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


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

√ Applicable □ Inapplicable

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

Commitments of share
reform

                                            I. Commitments on avoiding horizontal
                                            competition: “1. excepting 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
                                            take effective measures to 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
                                                                                                                              The
                                            form horizontal competition with Hubei
                                                                                                                              commitments
                                            Sanonda CO., Ltd. in future (including related
                           ADAMA                                                                                              were being
Commitments made in                         business of the Company proposed conducting
                           Celsius                                                                                            carried out
acquisition report or in                    transaction may lead to competition in
                           B.V.;ADAMA                                                              7 Sep. 2013   2020-09-06 and the
report on changes of                        domestic trade with Shenzhen NOPOSION
                           Agricultural                                                                                       committers
equity                                      Agrochemical Co., Ltd. disclosed in the B
                           Solutions Ltd.                                                                                     abided by the
                                            Shares Offer Acquisition Report of Hubei
                                                                                                                              above
                                            Sanonda CO., Ltd.) The Company will
                                                                                                                              commitments.
                                            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



                                                                                                                                        8
                                                     Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


                 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 Sanonda of which the
                 personnel, assets, finance, business and
                 institutions will be completely separated, and
                 at the same time maintain the operation ability                                            The
                 of Sanonda that independently face to the                                                  commitments
ADAMA            China agrochemical industry market. 2. The                                                 were being
Celsius          Company will avoid and reduce the related                                                  carried out
B.V.;ADAMA       transactions with Sanonda according to the 7 Sep. 2013                        9999-12-31 and the
Agricultural     requirements          stipulated      by     the        laws,                              committers
Solutions Ltd.   regulations and other normative documents;                                                 abided by the
                 but for those related transactions that are                                                above
                 inevitable or occur with reasonable cause, will                                            commitments.
                 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 horizontal                                                      The
                 competition:         “1.    The    business       of     the                              commitments
                 Company’s      subsidiaries--         Jiangsu      Anpon                                  were being
China National
                 Electrochemical Co., Ltd., Anhui Petroleum                                                 carried out
Chemical                                                                         7 Sep. 2013   2020-09-06
                 Chemical      Group          Co.,    Ltd.,   Shangdong                                     and the
Corporation
                 Dacheng Agrochemical Co., Ltd. and Jiamusi                                                 committers
                 Heilong Agrochemicals Co., Ltd., and Hunan                                                 abided by the
                 Haohua Chemical Co., Ltd. and its subsidiary                                               above

                                                                                                                      9
                                  Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


had the same or similar situations with the                                          commitments.
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 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


                                                                                              10
                                                                          Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


                                         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 Sanonda of which the
                                         personnel, assets, finance, business and
                                         institutions will be completely separated, and
                                         at the same time maintain the operation ability                                     The
                                         of Sanonda that independently face to the                                           commitments
                                         China agrochemical industry market. 2. The                                          were being
                          China National Company will avoid and reduce the related                                           carried out
                          Chemical       transactions with Sanonda according to the 7 Sep. 2013                9999-12-31 and the
                          Corporation    requirements        stipulated      by   the     laws,                              committers
                                         regulations and other normative documents;                                          abided by the
                                         but for those related transactions that are                                         above
                                         inevitable or occur with reasonable cause, will                                     commitments.
                                         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


                                                                                                                                      11
                                                                      Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


Executed timely or not? Yes


IV. Predict the operating results of Jan.-Jun. 2015

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


V. Securities investments


□ Applicable √ Inapplicable
No such cases in the reporting period.


VI. Shareholdings in other listed companies


□ Applicable √ Inapplicable
No such cases in the reporting period.


VII. Investments in derivatives


□ Applicable √ Inapplicable
No such cases in the reporting period.


VIII. Researches, visits and interviews received in the reporting period


□ Applicable √ Inapplicable
No such cases in the reporting period.




                                                                                                                                  12
                                                         Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.




                                   Section IV. Financial Statements

I. Financial statements

1. Consolidated balance sheet

Prepared by Hubei Sanonda Co., Ltd.
                                                31 Mar. 2015
                                                                                                       Unit: RMB Yuan

                  Item                       Closing balance                            Opening balance

Current Assets:

  Monetary funds                                          381,731,228.78                               423,347,736.46

  Settlement reserves

  Intra-group lendings

  Financial assets measured at fair
value of which changes are recorded in
current profits and losses

  Derivative financial assets

  Notes receivable                                             17,334,144.80                              2,874,466.50

  Accounts receivable                                     300,526,399.68                               195,635,912.75

  Accounts paid in advance                                     55,316,328.14                            19,444,766.16

  Premiums receivable

  Reinsurance premiums receivable

  Receivable      reinsurance   contract
reserves

  Interest receivable

  Dividend receivable

  Other accounts receivable                                    15,306,860.61                            19,679,596.65

  Financial assets purchased under
agreements to resell

  Inventories                                             369,159,793.16                               330,541,606.05

  Assets held for sale

  Non-current assets due within 1 year

  Other current assets

Total current assets                                     1,139,374,755.17                              991,524,084.57



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                                           Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


Non-current assets:

  Loans by mandate and advances
granted

  Available-for-sale financial assets          9,153,782.63                                9,153,782.63

  Held-to-maturity investments

  Long-term accounts receivable

  Long-term equity investment

  Investing real estate                        5,284,772.34                                5,363,928.28

  Fixed assets                             1,215,698,487.03                            1,248,826,394.76

  Construction in progress                  577,554,445.17                               423,857,021.70

  Engineering materials                         341,082.69                                88,970,010.63

  Disposal of fixed assets

  Production biological assets

  Oil-gas assets

  Intangible assets                         138,902,153.08                               140,020,897.12

  R&D expense

  Goodwill

  Long-term deferred expenses

  Deferred income tax assets                 14,505,071.30                                13,199,137.78

  Other non-current assets                   18,384,400.00                                13,384,400.00

Total of non-current assets                1,979,824,194.24                            1,942,775,572.90

Total assets                               3,119,198,949.41                            2,934,299,657.47

Current liabilities:

  Short-term borrowings                     110,000,000.00                                75,000,000.00

  Borrowings from Central Bank

  Customer bank deposits and due to
banks and other financial institutions

  Intra-group borrowings

  Financial liabilities measured at fair
value of which changes are recorded in
current profits and losses

  Derivative financial liabilities

  Notes payable                              50,000,000.00                                15,000,000.00

  Accounts payable                          203,815,909.81                               216,786,274.77

  Accounts received in advance               30,754,748.38                                34,830,464.65



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                                               Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


  Financial assets sold for repurchase

  Handling charges and commissions
payable

  Payroll payable                                15,877,821.41                                25,740,973.02

  Tax payable                                   103,074,481.11                                72,051,904.29

  Interest payable

  Dividend payable                                  250,000.00                                   250,000.00

  Other accounts payable                         25,838,588.96                                31,749,791.93

  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
                                                 34,000,000.00                                   500,000.00
year

  Other current liabilities

Total current liabilities                       573,611,549.67                               471,909,408.66

Non-current liabilities:

  Long-term borrowings                          436,090,000.00                               431,590,000.00

  Bonds payable

       Of which: preferred shares

                    Perpetual bonds

  Long-term payables                                650,000.00                                   650,000.00

  Long-term payroll payables

  Specific payables

  Estimated liabilities

  Deferred income                                21,792,592.60                                22,754,814.82

  Deferred income tax liabilities

  Other non-current liabilities

Total non-current liabilities                   458,532,592.60                               454,994,814.82

Total liabilities                              1,032,144,142.27                              926,904,223.48

Owners’ equity:

  Share capital                                 593,923,220.00                               593,923,220.00



                                                                                                           15
                                                                   Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


  Other equity instruments

     Of which: preferred shares

                  Perpetual bonds

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

  Less: Treasury stock

  Other comprehensive income

  Specific reserves                                                     18,057,018.09                             15,425,099.43

  Surplus reserves                                                  178,048,385.86                               178,048,385.86

  Provisions for general risks

  Retained profits                                                1,034,079,189.30                               957,050,401.65

Total equity attributable to owners of
                                                                  2,087,291,856.91                             2,007,631,150.60
the Company

  Minority interests                                                      -237,049.77                               -235,716.61

Total owners’ equity                                             2,087,054,807.14                             2,007,395,433.99

Total liabilities and owners’ equity                             3,119,198,949.41                             2,934,299,657.47


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


2. Balance sheet of the Company

                                                                                                                 Unit: RMB Yuan

                   Item                               Closing balance                             Opening balance

Current Assets:

  Monetary funds                                                    347,722,710.55                               349,250,284.42

  Financial assets measured at fair
value of which changes are recorded in
current profits and losses

  Derivative financial assets

  Notes receivable                                                      17,034,144.80                               2,874,466.50

  Accounts receivable                                               480,601,810.36                               360,573,034.99

  Accounts paid in advance                                              51,841,599.10                             18,069,109.19

  Interest receivable

  Dividend receivable

  Other accounts receivable                                             24,630,343.88                             76,252,385.90

  Inventories                                                       361,454,697.75                               319,798,378.74

  Assets held for sale



                                                                                                                               16
                                           Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


  Non-current assets due within 1 year

  Other current assets

Total current assets                       1,283,285,306.44                            1,126,817,659.74

Non-current assets:

  Available-for-sale financial assets          9,153,782.63                                9,153,782.63

  Held-to-maturity investments

  Long-term accounts receivable

  Long-term equity investment                55,526,635.41                                55,526,635.41

  Investing real estate                        5,284,772.34                                5,363,928.28

  Fixed assets                             1,062,912,002.44                            1,091,620,961.82

  Construction in progress                  577,554,445.17                               423,857,021.70

  Engineering materials                         341,082.69                                88,970,010.63

  Disposal of fixed assets

  Production biological assets

  Oil-gas assets

  Intangible assets                         126,782,342.85                               127,725,897.93

  R&D expense

  Goodwill

  Long-term deferred expenses

  Deferred income tax assets                 10,956,793.18                                10,510,039.23

  Other non-current assets                   18,384,400.00                                13,384,400.00

Total of non-current assets                1,866,896,256.71                            1,826,112,677.63

Total assets                               3,150,181,563.15                            2,952,930,337.37

Current liabilities:

  Short-term borrowings                     110,000,000.00                                75,000,000.00

  Financial liabilities measured at fair
value of which changes are recorded in
current profits and losses

  Derivative financial liabilities

  Notes payable                              50,000,000.00                                15,000,000.00

  Accounts payable                          197,699,474.71                               210,008,050.11

  Accounts received in advance               25,340,653.69                                22,676,046.39

  Payroll payable                            15,855,906.79                                22,596,483.36

  Tax payable                               117,224,077.61                                85,567,106.10

  Interest payable


                                                                                                       17
                                         Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


  Dividend payable                            250,000.00                                   250,000.00

  Other accounts payable                   24,781,540.64                                30,090,888.88

  Liabilities held for sale

  Non-current liabilities due within 1
                                           34,000,000.00                                   500,000.00
year

  Other current liabilities

Total current liabilities                 575,151,653.44                               461,688,574.84

Non-current liabilities:

  Long-term borrowings                    436,090,000.00                               431,590,000.00

  Bonds payable

       Of which: preferred shares

                    Perpetual bonds

  Long-term payables                          650,000.00                                   650,000.00

  Long-term payroll payables

  Specific payables

  Estimated liabilities

  Deferred income                          14,171,759.26                                14,888,148.15

  Deferred income tax liabilities

  Other non-current liabilities

Total non-current liabilities             450,911,759.26                               447,128,148.15

Total liabilities                        1,026,063,412.70                              908,816,722.99

Owners’ equity:

  Share capital                           593,923,220.00                               593,923,220.00

  Other equity instruments

       Of which: preferred shares

                    Perpetual bonds

  Capital reserves                        263,799,837.18                               263,799,837.18

  Less: Treasury stock

  Other comprehensive income

  Specific reserves                        13,087,905.78                                10,455,987.12

  Surplus reserves                        178,048,385.86                               178,048,385.86

  Retained profits                       1,075,258,801.63                              997,886,184.22

Total owners’ equity                    2,124,118,150.45                            2,044,113,614.38

Total liabilities and owners’ equity    3,150,181,563.15                            2,952,930,337.37




                                                                                                     18
                                                             Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


3. Consolidated income statement

                                                                                                           Unit: RMB Yuan

                       Item                       Jan.-Mar. 2015                             Jan.-Mar. 2014

I. Total operating revenues                                   554,976,943.28                               801,641,627.55

Including: Sales income                                       554,976,943.28                               801,641,627.55

          Interest income

          Premium income

          Handling charge and commission
income

II. Total operating costs                                     452,366,030.87                               623,408,283.03

Including: Cost of sales                                      391,635,889.19                               563,394,439.89

          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                              5,228,195.69                                 188,174.48

          Selling and distribution expenses                        11,112,517.44                              18,980,495.62

          Administrative expenses                              25,068,621.87                                  30,218,260.55

          Financial expenses                                       4,161,492.69                                7,605,144.49

          Asset impairment loss                                15,159,313.99                                   3,021,768.00

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)                       102,610,912.41                               178,233,344.52

        Add: non-operating income                                  1,178,232.22                                  17,582.58



                                                                                                                         19
                                                     Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


         Including: Gains on disposal of
non-current assets

     Less: non-operating expense                                                                       112,748.58

         Including: Losses on disposal of
non-current assets

IV. Total profit (“-” means loss)                   103,789,144.63                               178,138,178.52

     Less: Income tax expense                          26,761,690.14                                46,267,988.02

V. Net profit (“-” means loss)                       77,027,454.49                               131,870,190.50

     Net profit attributable to owners of
                                                       77,028,787.65                               131,969,307.74
the Company

     Minority shareholders’ income                         -1,333.16                                   -99,117.24

VI. After-tax net amount of other
comprehensive incomes

     After-tax     net     amount     of     other
comprehensive incomes attributable to
owners of the Company

         (I) Other comprehensive incomes
that will not be reclassified into gains and
losses

           1. Changes in net liabilities or
assets with a defined benefit plan upon
re-measurement

           2. Enjoyable shares in other
comprehensive incomes in investees that
cannot be reclassified into gains and
losses under the equity method

         (II) Other comprehensive incomes
that will be reclassified into gains and
losses

           1. Enjoyable shares in other
comprehensive incomes in investees that
will be reclassified into gains and losses
under the equity method

           2. Gains and losses on fair
value    changes      of    available-for-sale
financial assets

           3.    Gains      and     losses     on
reclassifying                held-to-maturity
investments        into     available-for-sale



                                                                                                                 20
                                                                            Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


financial assets

           4. Effective hedging gains and
losses on cash flows

           5. Foreign-currency financial
statement translation difference

           6. Other

     After-tax     net        amount    of    other
comprehensive incomes attributable to
minority shareholders

VII. Total comprehensive incomes                                                77,027,454.49                             131,870,190.50

     Attributable        to    owners    of     the
                                                                                77,028,787.65                             131,969,307.74
Company

     Attributable              to        minority
                                                                                    -1,333.16                                   -99,117.24
shareholders

VIII. Earnings per share

     (I) Basic earnings per share                                                      0.1297                                      0.2222

     (II) Diluted earnings per share                                                   0.1297                                      0.2222

Where business mergers under the same control occurred in this reporting period, the net profit achieved by the merged parties before
the business mergers was RMB XXX, with the corresponding amount for the same period of last year being RMB XXX.


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


4. Income statement of the Company

                                                                                                                          Unit: RMB Yuan

                    Item                                       Jan.-Mar. 2015                               Jan.-Mar. 2014

I. Total sales                                                               573,870,268.42                               788,008,058.96

  Less: cost of sales                                                        415,508,320.16                               554,927,275.87

     Business taxes and surcharges                                               5,194,402.87                                  138,886.05

     Distribution expenses                                                      10,915,714.58                                17,435,486.32

     Administrative expenses                                                    23,147,903.38                                22,445,422.29

     Financial costs                                                             4,533,279.01                                 7,902,244.11

     Impairment loss                                                            11,357,800.90                                  714,500.25

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

     Gain/(loss) from investment (“-”
means loss)

     Including: income form investment


                                                                                                                                        21
                                                  Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


on associates and joint ventures

II. Business profit (“-” means loss)             103,212,847.52                               184,444,244.07

  Add: non-operating income                            932,398.89                                    16,318.10

     Including: Gains on disposal of
non-current assets

  Less: non-operating expense                                                                        82,608.58

     Including: Losses on disposal of
non-current assets

III. Total profit (“-” means loss)               104,145,246.41                               184,377,953.59

  Less: Income tax expense                          26,772,629.00                                46,094,488.39

IV. Net profit (“-” means loss)                   77,372,617.41                               138,283,465.20

V. After-tax net amount of other
comprehensive incomes

  (I) Other comprehensive incomes that
will not be reclassified into gains and
losses

     1. Changes in net liabilities or
assets with a defined benefit plan upon
re-measurement

     2.   Enjoyable        shares   in    other
comprehensive incomes in investees
that cannot be reclassified into gains
and losses under the equity method

  (II) Other comprehensive incomes
that will be reclassified into gains and
losses

     1.   Enjoyable        shares   in    other
comprehensive incomes in investees
that will be reclassified into gains and
losses under the equity method

     2. Gains and losses on fair value
changes of available-for-sale financial
assets

     3.     Gains         and    losses     on
reclassifying                held-to-maturity
investments        into     available-for-sale
financial assets

     4. Effective hedging gains and
losses on cash flows



                                                                                                              22
                                                                Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


     5.      Foreign-currency          financial
statement translation difference

     6. Other

VI. Total comprehensive incomes                                      77,372,617.41                              138,283,465.20

VII. Earnings per share

   (I) Basic earnings per share                                            0.1303                                      0.2328

   (II) Diluted earnings per share                                         0.1303                                      0.2328


5. Consolidated cash flow statement

                                                                                                                Unit: RMB Yuan

                      Item                         Jan.-Mar. 2015                              Jan.-Mar. 2014

I. Cash flows from operating activities:

  Cash       received        from    sale     of
                                                                378,778,289.27                                  654,860,051.34
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 financial
assets measured at fair value of which
changes are recorded into current gains
and losses

  Cash       received        from      interest,
handling charges and commissions

  Net       increase         of     intra-group
borrowings

  Net increase of funds in repurchase
business

  Tax refunds received                                              21,937,488.19



                                                                                                                            23
                                                    Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


  Other cash received relating to
                                                      3,162,799.92                                 10,796,386.94
operating activities

Subtotal of cash inflows from operating
                                                    403,878,577.38                                665,656,438.28
activities

  Cash paid for goods and services                  330,326,017.92                                387,477,798.92

  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                     59,830,987.51                                 37,293,744.46

  Various taxes paid                                 19,285,902.49                                 58,061,768.24

  Other cash payment relating to
                                                     17,913,422.88                                 35,841,392.84
operating activities

Subtotal       of    cash    outflows        from
                                                    427,356,330.80                                518,674,704.46
operating activities

Net     cash        flows    from    operating
                                                    -23,477,753.42                                146,981,733.82
activities

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
long-term assets

  Net cash received from disposal of
subsidiaries or other business units

      Other cash received relating to
investing activities

Subtotal of cash inflows from investing
                                                                                                         1,350.00
activities

  Cash paid to acquire fixed assets,                 83,666,458.46                                118,199,901.92



                                                                                                                24
                                                    Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


intangible assets and other long-term
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
                                                     83,666,458.46                                118,199,901.92
investing activities

Net cash flows from investing activities            -83,666,458.46                               -118,198,551.92

III.    Cash         Flows    from    Financing
Activities:

       Cash      received      from       capital
contributions

       Including: Cash         received from
minority shareholder investments by
subsidiaries

       Cash received from borrowings                123,000,000.00                                368,650,312.15

       Cash received from issuance of
bonds

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

Subtotal of cash inflows from financing
                                                    123,000,000.00                                372,650,312.15
activities

       Repayment of borrowings                       50,000,000.00                                268,245,087.54

       Cash paid for interest expenses and
                                                      7,609,574.40                                 10,770,661.59
distribution of dividends or profit

        Including: dividends or profit paid
by        subsidiaries         to      minority
shareholders

        Other cash payments relating to
                                                      1,500,000.00                                  7,000,000.00
financing activities

Sub-total       of     cash    outflows    from
                                                     59,109,574.40                                286,015,749.13
financing activities

Net      cash        flows    from    financing
                                                     63,890,425.60                                 86,634,563.02
activities

IV. Effect of foreign exchange rate                     137,278.60



                                                                                                                25
                                                                 Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


changes on cash and cash equivalents

V. Net increase in cash and cash
                                                                 -43,116,507.68                                  115,417,744.92
equivalents

      Add: Opening balance of cash and
                                                                 418,847,736.46                                  410,065,921.21
cash equivalents

VI. Closing balance of cash and cash
                                                                 375,731,228.78                                  525,483,666.13
equivalents


6. Cash flow statement of the Company

                                                                                                                 Unit: RMB Yuan

                      Item                          Jan.-Mar. 2015                              Jan.-Mar. 2014

I. Cash flows from operating activities:

  Cash       received        from    sale      of
                                                                 382,470,171.90                                  605,686,691.27
commodities and rendering of service

  Tax refunds received                                               16,386,842.52

  Other cash received relating to
                                                                      3,074,184.00                                10,676,943.18
operating activities

Subtotal of cash inflows from operating
                                                                 401,931,198.42                                  616,363,634.45
activities

  Cash paid for goods and services                               299,867,268.44                                  370,735,924.64

  Cash paid to and for employees                                     53,880,451.96                                33,225,209.07

  Various taxes paid                                                 16,020,611.96                                57,149,977.21

  Other cash payment relating to
                                                                     15,426,760.05                                27,449,948.92
operating activities

Subtotal      of    cash     outflows        from
                                                                 385,195,092.41                                  488,561,059.84
operating activities

Net    cash        flows     from    operating
                                                                     16,736,106.01                               127,802,574.61
activities

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
long-term assets

  Net cash received from disposal of



                                                                                                                             26
                                                    Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


subsidiaries or other business units

   Other cash received relating to
investing activities

Subtotal of cash inflows from investing
                                                                                                         1,350.00
activities

   Cash paid to acquire fixed assets,
intangible assets and other long-term                83,666,458.46                                116,332,310.92
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
                                                     83,666,458.46                                116,332,310.92
investing activities

Net cash flows from investing activities            -83,666,458.46                               -116,330,960.92

III.    Cash         Flows    from    Financing
Activities:

       Cash      received      from       capital
contributions

       Cash received from borrowings                123,000,000.00                                300,000,000.00

       Cash received from issuance of
bonds

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

Subtotal of cash inflows from financing
                                                    123,000,000.00                                304,000,000.00
activities

       Repayment of borrowings                       50,000,000.00                                198,000,000.00

       Cash paid for interest expenses and
                                                      7,609,574.40                                  9,485,499.34
distribution of dividends or profit

        Other cash payments relating to
                                                      1,500,000.00                                  7,000,000.00
financing activities

Sub-total       of     cash    outflows    from
                                                     59,109,574.40                                214,485,499.34
financing activities

Net      cash        flows    from    financing
                                                     63,890,425.60                                 89,514,500.66
activities

IV. Effect of foreign exchange rate
                                                         12,352.98
changes on cash and cash equivalents



                                                                                                                27
                                        Report for the First Quarter of 2015 of Hubei Sanonda Co., Ltd.


V. Net increase in cash and cash
                                         -3,027,573.87                                100,986,114.35
equivalents

     Add: Opening balance of cash and
                                        344,750,284.42                                325,849,120.35
cash equivalents

VI. Closing balance of cash and cash
                                        341,722,710.55                                426,835,234.70
equivalents


II. Auditor’s report

Is this report audited?

□ Yes √ No

This report is not audited.




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