Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. Hubei Sanonda Co., Ltd. Report for the Third Quarter of 2015 October 2015 1 Report for the Third 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. An Liru, company principal, Liu Anping, chief of the accounting work and Tu Zhiwen, concurrently chief of the accounting organ (chief of accounting), hereby confirm that the financial statements enclosed in this report are factual, accurate and complete. This report is prepared in both Chinese and English. Should there be any discrepancy between the two versions, the Chinese version shall prevail. 2 Report for the Third Quarter of 2015 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. 2015 31 Dec. 2014 Increase/decrease (%) Total assets (RMB Yuan) 3,286,592,614.26 2,934,299,657.47 12.01% Net assets attributable to shareholders of the Company 2,102,300,609.37 2,007,631,150.60 4.72% (RMB Yuan) YoY increase/decrease YoY increase/decrease Jul.-Sept. 2015 Jan.-Sept. 2015 (%) (%) Operating revenues (RMB Yuan) 558,298,652.20 -35.58% 1,793,550,335.01 -30.13% Net profit attributable to shareholders of the Company 29,447,643.10 -79.03% 147,125,818.69 -65.69% (RMB Yuan) Net profit attributable to shareholders of the Company after 28,446,817.75 -79.57% 143,938,597.56 -66.27% extraordinary gains and losses (RMB Yuan) Net cash flows from operating -- -- 53,999,977.14 -90.88% activities (RMB Yuan) Basic EPS (RMB Yuan/share) 0.0496 -79.02% 0.2477 -65.69% Diluted EPS (RMB Yuan/share) 0.0496 -79.02% 0.2477 -65.69% Weighted average ROE (%) 1.42% -5.98% 7.16% -17.39% Items and amounts of extraordinary gains and losses √Applicable □Inapplicable Unit: RMB Yuan Item Amount as of Jan.-Sept. 2015 Note Gains/losses on the disposal of non-current assets (including the 72,313.53 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 3,871,766.66 certain quotas or amounts according to the country’s unified standards Other non-operating income and expenses than the above 74,464.65 3 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. Less: Income tax effects 820,261.21 Minority interests effects (after tax) 11,062.50 Total 3,187,221.13 -- 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 63,265 (of which the shareholders of A share were of 44,568) 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 ADAMA Celsius Foreign legal 10.60% 62,950,659 - - - B.V. person Domestic natural Chen Lichun 1.14% 6,790,954 - - - person STATE-OWNED ASSETS ADMINISTRATI Nation 0.70% 4,169,266 - - - ON BUREAU OF QICHUN COUNTY Domestic natural Jiang Jian 0.61% 3,595,123 - - - person CHINA SECURITIES FINANCE Other 0.47% 2,817,300 - - - CORPORATION LIMITED 4 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. Foreign NORGES BANK 0.44% 2,634,504 - - - corporation ICBC - Lion Small-and-mediu m Sized Enterprises Listed Other 0.42% 2,480,384 - - - Companies Value Selection Stock Fund Bank of China Limited - Teda Manulife Jili Other 0.38% 2,252,947 - - - Bond-type Securities Investment Fund ICBC - JT Tianfu Reform New-power Flexible Other 0.36% 2,160,078 - - - Configuration Hybrid Securities Investment Fund 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 ADAMA Celsius B.V. 62,950,659 listed foreign 62,950,659 share RMB ordinary Chen Lichun 6,790,954 6,790,954 share STATE-OWNED ASSETS RMB ordinary ADMINISTRATION BUREAU OF 4,169,266 4,169,266 share QICHUN COUNTY RMB ordinary Jiang Jian 3,595,123 3,595,123 share CHINA SECURITIES FINANCE RMB ordinary 2,817,300 2,817,300 CORPORATION LIMITED share NORGES BANK 2,634,504 Domestically 2,634,504 5 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. listed foreign share ICBC - Lion Small-and-medium RMB ordinary Sized Enterprises Listed Companies 2,480,384 2,480,384 share Value Selection Stock Fund Bank of China Limited - Teda RMB ordinary Manulife Jili Bond-type Securities 2,252,947 2,252,947 share Investment Fund ICBC - JT Tianfu Reform RMB ordinary New-power Flexible Configuration 2,160,078 2,160,078 share Hybrid Securities Investment Fund 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. 1. The shareholder Chen Lichun held 6,309,732 shares of the Company through credit collateral securities trading account and held 481,222 shares of the Company through Top 10 common shareholders taking common stock account that held 6,790,954 shares of the Company in total. 2. The shareholder part in securities margin trading (if Jiang Jian held 3,415,123 hares of the Company through credit collateral securities trading any) account and held 180,000 shares of the Company through common stock account that held 3,595,123 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 Section III. Significant Events I. Major changes in main accounting statement items and financial indicators in the reporting period, as well as reasons for the changes √ Applicable □ Inapplicable Unit: RMB Ten thousand Financial statement item 30 31 Dec. Increase/ Increase/ Main reasons for the change 6 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. Sept. 2014 decrease decrease 2015 (%) Notes receivable 1,482 287 1,195 416.38% Banker’s acceptance bills received increased. The settlement periods for accounts receivable were Accounts receivable longer, resulting in a decrease in the inflow of sales 40,486 19,564 20,922 106.94% income. Prepayments 3,401 1,944 1,457 74.95% The prepayments for bulk raw materials increased. Other receivables 944 1,968 -1,024 -52.03% Export tax rebates receivable decreased. 169,99 124,88 The ionic membrane project was transferred into fixed Fixed assets 7 3 45,114 36.13% assets. The ionic membrane project was transferred into fixed Construction in progress 12,374 42,386 -30,012 -70.81% assets. Other non-current assets 2,278 1,338 940 70.25% The prepayments for land Short-term borrowings 26,226 7,500 18,726 249.68% New borrowings for working capital -100.00 Notes payable 0 1,500 -1,500 % Due banker’s acceptance bills were honored. Non-current liabilities 38200.0 due within 1 year 19,150 50 19,100 0% Some long-term borrowings became due within 1 year. Specialized reserves 2,236 1,543 693 44.91% Safety reserves increased. Jan.-Se Jan.-Se Increase/ Increase/ Financial statement item pt. pt. decrease Main reasons for the change decrease 2015 2014 (%) 179,35 256,69 Operating revenues 5 5 -77,340 -30.13% The sales volume and prices both dropped. The urban construction tax and surtax increased as the tax Business tax and surtaxes 1049 713 336 47.12% credit in export increased. Financial expenses 1,175 2,389 -1,214 -50.82% The exchange gains increased. Asset impairment losses 3,526 949 2,577 271.55% The inventory falling price provisions increased. Non-business incomes 403 304 99 32.57% The deferred gains increased. Non-business expenses 2 30 -28 -93.33% Amercement outlay decreased. Income tax expenses 4,986 15,604 -10,618 -68.05% Total profits decreased. Net profits attributable to owners of the Company 14,713 42,883 -28,170 -65.69% The sales income and the gross profit rate decreased. Net cash flows from operating activities 5,400 59,209 -53,809 -90.88% The inflow of sales income decreased. Net cash flows from investing activities -22,109 -31,947 9,838 30.79% Project inputs decreased. Net cash flows from financing activities 26,049 -13,772 39,821 289.14% Bank loan repayments decreased. 7 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. 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 Term of Type of Commitment Commitment contents commitme commit Execution commitment maker nt ment Commitments made in a share - - - - - reform I. Commitments on avoiding horizontal competition: 1. except for 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 The related business which form horizontal competition with Hubei commitme Sanonda CO., Ltd. in future (including related business of the nts were Company proposed conducting transaction may lead to being ADAMA competition in domestic trade with Shenzhen NOPOSION carried out Celsius Commitments Agrochemical Co., Ltd. disclosed in the B Shares Offer 2013-09-0 2020-09 and the B.V.;ADAMA made in an Acquisition Report of Hubei Sanonda CO., Ltd.) The Company 7 -06 commitme Agricultural acquisition will according to the securities laws and regulations and nt makers Solutions Ltd. report or a industry policy within 7 years or when the management think abided by report on equity the condition is ripe to actively take steps, gradually eliminate the above changes the competition, the concrete measures including but not commitme limited to the following one or more: fight for internal assets nts. 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. ADAMA II. Commitments on maintaining the Company’s operation The Celsius independence and specify the related transaction: 1. After the commitme 2013-09-0 9999-12 B.V.;ADAMA complement of the tender offer, Sanonda will continue to nts were 7 -31 Agricultural maintain complete purchase, production and sales system, and being Solutions Ltd. to gain the independent intellectual property. The Company and carried out 8 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. its direct or indirect controlling shareholders and Sanonda of and the which the personnel, assets, finance, business and institutions commitme will be completely separated, and at the same time maintain the nt makers operation ability of Sanonda that independently face to the abided by China agrochemical industry market. 2. The Company will the above avoid and reduce the related transactions with Sanonda commitme according to the requirements stipulated by the laws, nts. regulations and other normative documents; but for those related transactions that are inevitable or occur with reasonable cause, will have to obey the just, fair and open market principles. And to sign the agreement according to the law and to carry out legal program, and to make sure not to harm the legal interest of Sanonda and other shareholders by related transaction according to the Articles of Association of Sanonda, the relevant system about related transaction and to conduct the duty of information disclosure as well as the approval process which stipulated by the relevant regulations." I. Commitments on avoiding 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 The gradually eliminate such kind of horizontal competition in the commitme future and to fight for the internal assets reconstruction, to nts were adjust the industrial plan and business structure, to transform being technology and to upgrade products, to divide the market so as carried out China National to make each corporation differ in the products and its ultimate 2013-09-0 2020-09 and the Chemical users according to the securities laws and regulations and 7 -06 commitme Corporation industry policy within 7 years, thus to eliminate the current nt maker domestic horizontal competition between the Company’s abided by controlling subsidiaries and Sanonda. 2. Excepting the the above competition situation disclosed in the offer acquisition report, commitme the Company take effective measures to avoid the Company nts. 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 9 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. competition with Hubei Sanonda CO., Ltd. in future, the Company will actively take steps, gradually eliminate the competition, the concrete measures including but not limited to fight for internal assets reconstruction, (including putting the business into Hubei Sanonda CO., Ltd. or operated through Hubei Sanonda CO., Ltd.) to adjust the industrial plan and business structure, to transform technology and to upgrade products, to divide the market so as to make each corporation differ in the products and its ultimate users, thus to avoid and eliminate the current domestic horizontal competition between the Company’s controlling subsidiaries and Sanonda. II. Commitments on maintaining the Company’s operation independence and specify the related transaction: 1. After the complement of the tender offer, Sanonda will continue 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 The which the personnel, assets, finance, business and institutions commitme will be completely separated, and at the same time maintain the nts were operation ability of Sanonda that independently face to the being China agrochemical industry market. 2. The Company will carried out China National avoid and reduce the related transactions with Sanonda 2013-09-0 9999-12 and the Chemical according to the requirements stipulated by the laws, 7 -31 commitme Corporation regulations and other normative documents; but for those nt maker related transactions that are inevitable or occur with reasonable abided by cause, will have to obey the just, fair and open market the above principles. And to sign the agreement according to the law and commitme to carry out legal program, and to make sure not to harm the nts. 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 in asset - - - - - reorganization Commitments made in the first public offering - - - - - or refinancing. Other - - - - - 10 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. commitments made to minority shareholders Executed in time Yes or not? IV. Predict the 2015 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 was not involved in any securities investment of the reporting period. VI. Shareholdings in other listed companies □Applicable √ Inapplicable The Company was not involved in any shareholding in other listed companies. VII. Investments in derivatives □Applicable √Inapplicable The Company did not invest in any derivative in the reporting period. VIII. Researches, visits and interviews received in the reporting period □Applicable √Inapplicable There were no researches, visits and interviews received in the reporting period. 11 Report for the Third 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. 30 Sep. 2015 Unit: RMB Yuan Item Closing balance Opening balance Current assets: Monetary funds 513,062,814.21 423,347,736.46 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 14,818,034.18 2,874,466.50 Accounts receivable 404,858,649.03 195,635,912.75 Accounts paid in advance 34,006,663.28 19,444,766.16 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable Other accounts receivable 9,442,722.77 19,679,596.65 Financial assets purchased under agreements to resell Inventories 298,508,318.38 330,541,606.05 Assets held for sale Non-current assets due within 1 year Other current assets Total current assets 1,274,697,201.85 991,524,084.57 12 Report for the Third 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 5,115,300.48 5,363,928.28 Fixed assets 1,699,965,502.43 1,248,826,394.76 Construction in progress 123,741,608.10 423,857,021.70 Engineering materials 88,970,010.63 Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 136,664,665.00 140,020,897.12 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 14,470,153.77 13,199,137.78 Other non-current assets 22,784,400.00 13,384,400.00 Total of non-current assets 2,011,895,412.41 1,942,775,572.90 Total assets 3,286,592,614.26 2,934,299,657.47 Current liabilities: Short-term borrowings 262,264,550.00 75,000,000.00 Borrowings from the 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 15,000,000.00 Accounts payable 169,822,058.32 216,786,274.77 Accounts received in advance 39,080,006.22 34,830,464.65 13 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. Financial assets sold and repurchased Handling charges and commissions payable Payroll payable 21,810,640.48 25,740,973.02 Tax payable 56,095,830.69 72,051,904.29 Interest payable Dividend payable 250,000.00 250,000.00 Other accounts payable 27,009,503.97 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 1 191,500,000.00 500,000.00 year Other current liabilities Total current liabilities 767,832,589.68 471,909,408.66 Non-current liabilities: Long-term borrowings 396,090,000.00 431,590,000.00 Bonds payable Of which: preference shares Perpetual bonds Long-term payables 650,000.00 650,000.00 Long-term payroll payables Specific payables Estimated liabilities Deferred income 19,868,148.16 22,754,814.82 Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 416,608,148.16 454,994,814.82 Total liabilities 1,184,440,737.84 926,904,223.48 Owners’ equity: Share capital 593,923,220.00 593,923,220.00 14 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. Other equity instruments Of which: preference shares Perpetual bonds Capital reserves 263,184,043.66 263,184,043.66 Less: Treasury stock Other comprehensive income Specific reserves 22,361,061.51 15,425,099.43 Surplus reserves 178,048,385.86 178,048,385.86 Provisions for general risks Retained profits 1,044,783,898.34 957,050,401.65 Total equity attributable to owners of 2,102,300,609.37 2,007,631,150.60 the Company Minority interests -148,732.95 -235,716.61 Total owners’ equity 2,102,151,876.42 2,007,395,433.99 Total liabilities and owners’ equity 3,286,592,614.26 2,934,299,657.47 Legal representative: An Liru Person-in-charge of the accounting work: Liu Anping Chief of the accounting division: Tu Zhiwen 2. Balance sheet of the Company Unit: RMB Yuan Item Closing balance Opening balance Current assets: Monetary funds 488,297,764.44 349,250,284.42 Financial assets measured at fair value of which changes are recorded in current profits and losses Derivative financial assets Notes receivable 14,460,534.18 2,874,466.50 Accounts receivable 560,986,854.28 360,573,034.99 Accounts paid in advance 32,066,288.89 18,069,109.19 Interest receivable Dividend receivable Other accounts receivable 2,929,579.03 76,252,385.90 Inventories 282,898,218.28 319,798,378.74 15 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. Assets held for sale Non-current assets due within 1 year Other current assets Total current assets 1,381,639,239.10 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 5,115,300.48 5,363,928.28 Fixed assets 1,554,803,436.00 1,091,620,961.82 Construction in progress 122,283,525.22 423,857,021.70 Engineering materials 88,970,010.63 Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 124,895,232.69 127,725,897.93 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 10,307,153.05 10,510,039.23 Other non-current assets 22,784,400.00 13,384,400.00 Total of non-current assets 1,904,869,465.48 1,826,112,677.63 Total assets 3,286,508,704.58 2,952,930,337.37 Current liabilities: Short-term borrowings 240,000,000.00 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 15,000,000.00 Accounts payable 165,008,878.18 210,008,050.11 Accounts received in advance 32,878,733.17 22,676,046.39 Payroll payable 21,810,640.48 22,596,483.36 Tax payable 67,464,814.00 85,567,106.10 16 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. Interest payable Dividend payable 250,000.00 250,000.00 Other accounts payable 25,308,443.94 30,090,888.88 Liabilities held for sale Non-current liabilities due within 1 191,500,000.00 500,000.00 year Other current liabilities Total current liabilities 744,221,509.77 461,688,574.84 Non-current liabilities: Long-term borrowings 396,090,000.00 431,590,000.00 Bonds payable Of which: preference shares Perpetual bonds Long-term payables 650,000.00 650,000.00 Long-term payroll payables Specific payables Estimated liabilities Deferred income 12,738,981.48 14,888,148.15 Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 409,478,981.48 447,128,148.15 Total liabilities 1,153,700,491.25 908,816,722.99 Owners’ equity: Share capital 593,923,220.00 593,923,220.00 Other equity instruments Of which: preference shares Perpetual bonds Capital reserves 263,799,837.18 263,799,837.18 Less: Treasury stock Other comprehensive income Specific reserves 17,391,949.20 10,455,987.12 Surplus reserves 178,048,385.86 178,048,385.86 Retained profits 1,079,644,821.09 997,886,184.22 Total owners’ equity 2,132,808,213.33 2,044,113,614.38 17 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. Total liabilities and owners’ equity 3,286,508,704.58 2,952,930,337.37 3. Consolidated income statement for the reporting period Unit: RMB Yuan Item Jul.-Sept. 2015 Jul.-Sept. 2014 I. Operating revenues 558,298,652.20 866,668,593.25 Including: Sales income 558,298,652.20 866,668,593.25 Interest income Premium income Handling charge and commission income II. Operating costs 524,537,189.92 678,614,652.87 Including: Cost of sales 465,631,863.12 614,846,344.50 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 1,607,100.75 3,508,609.11 Selling and distribution expenses 25,379,717.18 28,856,077.05 Administrative expenses 26,415,580.95 26,461,149.36 Financial expenses -2,139,035.30 6,641,273.88 Asset impairment loss 7,641,963.22 -1,698,801.03 Add: Gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” 1,667,155.76 1,716,466.00 means loss) Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 35,428,618.04 189,770,406.38 18 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. Add: non-operating income 1,095,975.47 1,591,240.16 Including: Gains on disposal of 80,003.25 non-current assets Less: non-operating expense 21,658.98 Including: Losses on disposal of non-current assets IV. Total profit (“-” means loss) 36,524,593.51 191,339,987.56 Less: Income tax expense 6,956,139.14 51,055,018.81 V. Net profit (“-” means loss) 29,568,454.37 140,284,968.75 Net profit attributable to owners of 29,447,643.10 140,421,657.01 the Company Minority shareholders’ income 120,811.27 -136,688.26 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 19 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. investments into available-for-sale 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 29,568,454.37 140,284,968.75 Attributable to owners of the 29,447,643.10 140,421,657.01 Company Attributable to minority 120,811.27 -136,688.26 shareholders VIII. Earnings per share (I) Basic earnings per share 0.0496 0.2364 (II) Diluted earnings per share 0.0496 0.2364 Where business mergers under the same control occurred in the reporting period, the net profit achieved by the merged parties before the business mergers was RMB 0.00, with the corresponding amount for the same period of last year being RMB 0.00. Legal representative: An Liru Person-in-charge of the accounting work: Liu Anping Chief of the accounting division: Tu Zhiwen 4. Income statement of the Company for the reporting period Unit: RMB Yuan Item Jul.-Sept. 2015 Jul.-Sept. 2014 I. Total sales 565,157,182.75 873,392,079.74 Less: cost of sales 485,204,846.67 620,782,114.02 Business taxes and surcharges 1,576,979.43 3,459,377.90 Distribution expenses 24,450,836.75 26,883,038.92 Administrative expenses 24,714,753.58 23,723,085.93 Financial costs -761,497.65 6,524,217.73 Impairment loss 6,440,022.68 2,048,131.71 Add: gain/(loss) from change in fair value (“-” means loss) 20 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. Gain/(loss) from investment (“-” 1,667,155.76 1,716,466.00 means loss) Including: income from investment on associates and joint ventures II. Business profit (“-” means loss) 25,198,397.05 191,688,579.53 Add: non-operating income 850,142.14 1,590,398.98 Including: Gains on disposal of 80,003.25 non-current assets Less: non-operating expense 21,658.98 Including: Losses on disposal of non-current assets III. Total profit (“-” means loss) 26,048,539.19 193,257,319.53 Less: Income tax expense 6,299,673.99 49,260,810.36 IV. Net profit (“-” means loss) 19,748,865.20 143,996,509.17 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 21 Report for the Third 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 VI. Total comprehensive incomes 19,748,865.20 143,996,509.17 VII. Earnings per share (I) Basic earnings per share (II) Diluted earnings per share 5. Consolidated income statement for Jan.-Sept. 2015 Unit: RMB Yuan Item Jan.-Sept. 2015 Jan.-Sept. 2014 I. Operating revenues 1,793,550,335.01 2,566,950,017.93 Including: Sales income 1,793,550,335.01 2,566,950,017.93 Interest income Premium income Handling charge and commission income II. Operating costs 1,602,167,732.71 1,986,861,585.14 Including: Cost of sales 1,407,399,492.83 1,791,336,118.38 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 10,494,221.59 7,129,842.54 Selling and distribution expenses 61,921,592.69 72,052,618.87 Administrative expenses 75,339,489.24 82,955,634.78 Financial expenses 11,753,981.19 23,893,206.76 22 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. Asset impairment loss 35,258,955.17 9,494,163.81 Add: Gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” 1,667,155.76 1,716,466.00 means loss) Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 193,049,758.06 581,804,898.79 Add: non-operating income 4,033,354.91 3,039,644.14 Including: Gains on disposal of 80,003.25 non-current assets Less: non-operating expense 14,810.07 300,547.56 Including: Losses on disposal of 7,689.72 non-current assets IV. Total profit (“-” means loss) 197,068,302.90 584,543,995.37 Less: Income tax expense 49,855,500.55 156,044,486.40 V. Net profit (“-” means loss) 147,212,802.35 428,499,508.97 Net profit attributable to owners of 147,125,818.69 428,828,254.14 the Company Minority shareholders’ income 86,983.66 -328,745.17 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 23 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. 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 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 147,212,802.35 428,499,508.97 Attributable to owners of the 147,125,818.69 428,828,254.14 Company Attributable to minority 86,983.66 -328,745.17 shareholders VIII. Earnings per share (I) Basic earnings per share 0.2477 0.7220 (II) Diluted earnings per share 0.2477 0.7220 Where business mergers under the same control occurred in this period, the net profit achieved by the merged parties before the business mergers was RMB 0.00, with the corresponding amount for the same period of last year being RMB 0.00. 6. Income statement of the Company for Jan.-Sept. 2015 Unit: RMB Yuan Item Jan.-Sept. 2015 Jan.-Sept. 2014 I. Total sales 1,825,137,994.82 2,560,157,966.36 Less: cost of sales 1,456,596,958.04 1,792,580,063.10 Business taxes and surcharges 10,391,670.97 6,970,529.96 24 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. Distribution expenses 59,488,583.83 67,879,729.85 Administrative expenses 70,348,679.31 66,871,693.03 Financial costs 13,711,309.13 23,666,913.20 Impairment loss 28,808,483.31 5,118,661.69 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” 1,667,155.76 1,716,466.00 means loss) Including: income from investment on associates and joint ventures II. Business profit (“-” means loss) 187,459,465.99 598,786,841.53 Add: non-operating income 3,295,854.92 3,037,538.48 Including: Gains on disposal of 80,003.25 non-current assets Less: non-operating expense 14,810.07 264,267.56 Including: Losses on disposal of 7,689.72 non-current assets III. Total profit (“-” means loss) 190,740,510.84 601,560,112.45 Less: Income tax expense 49,589,551.97 152,604,870.14 IV. Net profit (“-” means loss) 141,150,958.87 448,955,242.31 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 25 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. 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 5. Foreign-currency financial statement translation difference 6. Other VI. Total comprehensive incomes 141,150,958.87 448,955,242.31 VII. Earnings per share (I) Basic earnings per share (II) Diluted earnings per share 7. Consolidated cash flow statement for Jan.-Sept. 2015 Unit: RMB Yuan Item Jan.-Sept. 2015 Jan.-Sept. 2014 I. Cash flows from operating activities: Cash received from sale of 1,338,674,461.07 2,226,317,764.36 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 26 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. 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 33,027,658.35 4,383,350.82 Other cash received relating to 13,336,093.05 18,048,571.71 operating activities Subtotal of cash inflows from operating 1,385,038,212.47 2,248,749,686.89 activities Cash paid for goods and services 998,571,519.01 1,267,702,207.71 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 154,413,656.47 145,782,618.04 Various taxes paid 116,454,133.57 165,110,099.99 Other cash payment relating to 61,598,926.28 78,065,050.39 operating activities Subtotal of cash outflows from 1,331,038,235.33 1,656,659,976.13 operating activities Net cash flows from operating activities 53,999,977.14 592,089,710.76 II. Cash flows from investing activities: Cash received from withdrawal of investments Cash received from return on 1,667,155.76 1,716,466.00 investments Net cash received from disposal of 1,350.00 fixed assets, intangible assets and other 27 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. 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 1,667,155.76 1,717,816.00 activities Cash paid to acquire fixed assets, intangible assets and other long-term 222,759,439.09 321,184,393.66 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 222,759,439.09 321,184,393.66 investing activities Net cash flows from investing activities -221,092,283.33 -319,466,577.66 III. Cash Flows from Financing Activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from borrowings 411,605,350.00 454,659,359.80 Cash received from issuance of bonds Other cash received relating to 4,500,000.00 financing activities Subtotal of cash inflows from financing 416,105,350.00 454,659,359.80 activities Repayment of borrowings 68,840,800.00 503,279,565.35 Cash paid for interest expenses and 86,779,196.98 69,033,958.44 distribution of dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders 28 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. Other cash payments relating to 20,070,000.00 financing activities Sub-total of cash outflows from 155,619,996.98 592,383,523.79 financing activities Net cash flows from financing activities 260,485,353.02 -137,724,163.99 IV. Effect of foreign exchange rate 822,030.92 558,444.13 changes on cash and cash equivalents V. Net increase in cash and cash 94,215,077.75 135,457,413.24 equivalents Add: Opening balance of cash and 418,847,736.46 410,065,921.21 cash equivalents VI. Closing balance of cash and cash 513,062,814.21 545,523,334.45 equivalents 8. Cash flow statement of the Company for Jan.-Sept. 2015 Unit: RMB Yuan Item Jan.-Sept. 2015 Jan.-Sept. 2014 I. Cash flows from operating activities: Cash received from sale of 1,297,560,789.66 2,061,575,013.29 commodities and rendering of service Tax refunds received 16,386,842.52 1,101,773.34 Other cash received relating to 13,199,365.29 18,225,286.03 operating activities Subtotal of cash inflows from operating 1,327,146,997.47 2,080,902,072.66 activities Cash paid for goods and services 893,146,308.65 1,230,292,169.21 Cash paid to and for employees 143,778,453.71 136,861,327.85 Various taxes paid 110,933,461.28 163,353,984.40 Other cash payment relating to 52,821,928.31 40,824,428.17 operating activities Subtotal of cash outflows from 1,200,680,151.95 1,571,331,909.63 operating activities Net cash flows from operating activities 126,466,845.52 509,570,163.03 II. Cash flows from investing activities: Cash received from withdrawal of investments Cash received from return on 1,667,155.76 1,716,466.00 29 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. 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 1,667,155.76 1,717,816.00 activities Cash paid to acquire fixed assets, intangible assets and other long-term 222,759,439.09 317,158,489.66 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 222,759,439.09 317,158,489.66 investing activities Net cash flows from investing activities -221,092,283.33 -315,440,673.66 III. Cash Flows from Financing Activities: Cash received from capital contributions Cash received from borrowings 371,000,000.00 386,000,000.00 Cash received from issuance of bonds Other cash received relating to 4,500,000.00 financing activities Subtotal of cash inflows from financing 375,500,000.00 386,000,000.00 activities Repayment of borrowings 50,500,000.00 358,400,000.00 Cash paid for interest expenses and 86,548,931.74 69,033,958.44 distribution of dividends or profit Other cash payments relating to 20,070,000.00 financing activities Sub-total of cash outflows from 137,048,931.74 447,503,958.44 30 Report for the Third Quarter of 2015 of Hubei Sanonda Co., Ltd. financing activities Net cash flows from financing activities 238,451,068.26 -61,503,958.44 IV. Effect of foreign exchange rate -278,150.43 -114,959.63 changes on cash and cash equivalents V. Net increase in cash and cash 143,547,480.02 132,510,571.30 equivalents Add: Opening balance of cash and 344,750,284.42 325,849,120.35 cash equivalents VI. Closing balance of cash and cash 488,297,764.44 458,359,691.65 equivalents II. Auditor’s report Is this report audited? □ Yes √ No This report is not audited. 31