Hubei Sanonda Co., Ltd. Third Quarter Report 2016 HUBEI SANONDA CO., LTD. THIRD QUARTER REPORT 2016 October 2016 1 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 Section I Important Statements The Board of Directors, the Supervisory Committee as well as all directors, supervisors and senior management staff of Hubei Sanonda Co., Ltd. (hereinafter referred to as “the Company”) warrant that this report is factual, accurate and complete without any false record, misleading statement or material omission. And they shall be jointly and severally liable for that. All directors attended the board session for reviewing this report. An Liru, company principal, Liu Anping chief of the accounting work, and Tu Zhiwen, chief of the accounting organ (chief of accounting), hereby confirm that the Financial Report enclosed in this report is factual, accurate and complete. This Report is prepared in both Chinese and English. Should there be any discrepancy between the two versions, the Chinese version shall prevail. 2 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 Section II Financial Highlights & Shareholder Changes I Highlights of accounting data and financial indicators Whether the Company performs any retroactive adjustments to or restatements of its accounting data of last year due to change in accounting policies or correction of accounting errors □ Yes √ No 30 September 2016 31 December 2015 +/- (%) Total assets (RMB) 3,073,747,159.36 2,977,268,169.32 3.24% Net assets attributable to shareholders of the Company 2,105,986,413.10 2,097,382,469.60 0.41% (RMB) January-September July-September 2016 YoY +/- (%) YoY +/- (%) 2016 Operating revenues (RMB) 431,962,833.14 -22.63% 1,437,659,990.64 -19.84% Net profit attributable to shareholders of the Company 3,692,704.99 -87.46% 20,500,260.49 -86.07% (RMB) Net profit attributable to shareholders of the Company 2,871,974.22 -89.90% 9,269,929.22 -93.56% excluding exceptional profit and loss (RMB) Net cash flows from operating -- -- 180,098,781.65 233.52% activities (RMB) Basic earnings per share 0.0062 -87.50% 0.0345 -86.07% (RMB/share) Diluted earnings per share 0.0062 -87.50% 0.0345 -86.07% (RMB/share) Weighted average return on equity 0.17% -1.25% 0.97% -6.19% Unit: RMB Item January-September 2016 Note Gains/losses on the disposal of non-current assets (including the 10,208,945.53 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 3,757,000.66 certain quotas or amounts according to the country’s unified standards Other non-operating income and expenses other than the above 1,007,828.84 3 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 Less: Income tax effects 3,743,443.76 Total 11,230,331.27 -- Explanation of why the Company classified an item as exceptional profit/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Profit and Loss, or reclassified any exceptional profit/loss item given as an example in the said explanatory announcement to recurrent profit/loss □ Applicable √ Not applicable No such cases in the Reporting Period. II Total number of shareholders and shareholdings of top 10 shareholders at the period-end 1. Total number of ordinary shareholders and preference shareholders who had resumed their voting right & shareholdings of top 10 shareholders at the period-end Unit: share Total number of preference Total number of ordinary 63,157 (Of which the shareholders who had shareholders at the end of the total amount of the Share resumed their voting right at 0 Reporting Period A shareholders: 44,461) the end of the Reporting Period (if any) Shareholdings of top 10 shareholders Number of Pledged or frozen shares Name of Nature of Shareholding Number of shares restricted shares shareholder shareholder percentage held Status Number held Jingzhou Sanonda State-owned legal 20.15% 119,687,202 - - - Shareholding Co., person Ltd. 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 Administration State 0.70% 4,169,266 - - - Bureau of Qichun County Domestic natural Jiang Jian 0.61% 3,595,123 - - - person China Securities Finance State 0.47% 2,817,300 - - - Corporation 4 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 Limited Foreign legal NORGES BANK 0.44% 2,634,504 - - - person ICBC - Lion Medium-and-sma ll-cap Selected Other 0.42% 2,480,384 - - - Stock Securities Investment Fund Bank of China Limited - Manulife Teda Other 0.38% 2,252,947 - - - Jili Debt Securities Investment Funds ICBC - JT Tianfu Reform New Power Flexible Other 0.36% 2,160,078 - - - Configuration of Hybrid Securities Investment Funds Shareholdings of top 10 non-restricted shareholders Type of shares Name of shareholder Number of non-restricted shares held at the period-end Type Number Jingzhou Sanonda Shareholding Co., RMB ordinary 119,687,202 119,687,202 Ltd. 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 Administration RMB ordinary 4,169,266 4,169,266 Bureau of Qichun County share 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 Domestically NORGES BANK 2,634,504 listed foreign 2,634,504 share ICBC - Lion Medium-and-small-cap 2,480,384 RMB ordinary 2,480,384 5 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 Selected Stock Securities Investment share Fund Bank of China Limited - RMB ordinary Manulife Teda Jili Debt Securities 2,252,947 2,252,947 share Investment Funds ICBC - JT Tianfu Reform New RMB ordinary Power Flexible Configuration of 2,160,078 2,160,078 share Hybrid Securities Investment Funds STATE-OWNED ASSETS ADMINISTRATION BUREAU OF QICHUN COUNTY held the shares of the Company on behalf of the country. Jingzhou Sanonda Shareholding Co., Ltd. and ADAMA Celsius B.V. are related parties, and under the same control of China National Related or act-in-concert parties Chemical Agrochemical Corporation, and are acting-in-concert parties as prescribed in the among the shareholders above Administrative Methods for Acquisition of Listed Companies. It is unknown whether the other shareholders are related parties or acting-in-concert parties as prescribed in the Administrative Methods for Acquisition of Listed Companies. 1. Shareholder Chen Lichun held 6,309,732 shares of the Company through a credit collateral securities trading account and held shares of the Company through a common securities Top 10 ordinary shareholders account, who thus held 6,790,954 shares of the Company in total. 2. Shareholder Jiang Jian conducting securities margin trading held 3,415,123 shares of the Company through a credit collateral securities trading account (if any) and held 180,000 shares of the Company through a common securities account, who thus held 3,595,123 shares of the Company in total. Did any of the top 10 ordinary shareholders or the top 10 non-restricted ordinary 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 preference shareholders and shareholdings of the top 10 of them at the period-end □ Applicable √ Not applicable 6 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 Section III Significant Events I Changes in main accounting statement items and financial indicators in the Reporting Period, as well as reasons for the changes √ Applicable □ Not applicable January-September 2016 January-September 2015 +/- (%) Main reason for change Administrative expenses 107,008,163.61 75,339,489.24 42.03% Increase in loss on work stoppage Finance costs 6,340,845.70 11,753,981.19 -46.05% Increase in exchange gains Corporate income tax 8,815,522.32 49,855,500.55 -82.32% Decrease in total profit Return on investment 75,504.00 1,667,155.76 -95.47% Decrease in share of profit received Net cash flows from 180,098,781.65 53,999,977.14 233.52% Decrease in cash paid for operating activities taxes and fares and goods Net cash flows from -42,164,810.11 -221,092,283.33 80.93% Decrease in project inputs investing activities Net cash flows from -33,133,172.89 260,485,353.02 -112.72% Decrease in borrowings financing activities secured Business tax and surtaxes 3,998,584.39 10,494,221.59 -61.90% Decreased revenue led to decrease in city maintenance tax and surtaxes provided for Asset impairment loss 12,911,505.76 35,258,955.17 -63.38% Decrease in inventory falling price provision Non-operating revenue 14,979,033.26 4,033,354.91 271.38% Increase in gains on disposal of intangible assets Net profit attributable to 20,500,260.49 147,125,818.69 -86.07% Decrease in both sales owners of the Company revenue and gross profit margin 30 September 2016 31 December 2015 +/- (%) Main reason for change Notes receivable 58,232,952.25 34,433,010.97 69.12% Increase in note payments for goods Accounts receivable 332,702,947.70 180,450,531.93 84.37% Decrease in settled sales 7 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 accounts 37,520,004.22 20,413,365.68 83.80% Increase in prepayments Accounts paid in advance for raw materials Other accounts receivable 18,917,407.97 9,847,451.35 92.1% Increase in land payments and export tax rebates receivable Inventories 189,975,175.81 287,824,164.30 -34.00% Decrease in products in stock Short-term borrowings 0.00 20,000,000.00 -100.00% Repayment of loans Notes payable 46,000,000.00 0.00 New banker’s acceptance notes Payroll payable 15,017,194.04 30,308,341.73 -50.45% Payment of salaries for last year Other accounts payable 140,041,664.76 25,511,333.81 448.94% Earnest money received Long-term accounts 0.00 650,000.00 -100.00% Paid off payable Non-current liabilities 106,000,000.00 244,000,000.00 -56.56% Repayment of borrowings due within one year due within one year Other non-current 126,722,400.00 0.00 Newly-added agricultural liabilities development funds II Progress on significant events, as well as the influence and solutions √ Applicable □ Not applicable The Company disclosed a preplan for significant asset reorganization on 14 September 2016 and the reply to an inquiry of the Shenzhen Stock Exchange about the preplan on 15 October 2016. Meanwhile, the stock of the Company has resumed trading since 17 October 2016. III Commitments of the Company, its shareholders, actual controller, acquirer, directors, supervisors, senior management or other related parties fulfilled in the Reporting Period or ongoing at the period-end √ Applicable □ Not applicable Date of Type of Term of Commitm commit Fulfillmen Commitment commit Contents commit ent maker ment t ment ment making Commitments made in - - - - - - share reform 8 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 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 Commit domestically conduct related business which form ments on The horizontal competition with Hubei Sanonda CO., the commitme Ltd. in future (including related business of the ADAMA horizont nts were Company proposed conducting transaction may Celsius al being lead to competition in domestic trade with B.V.;ADA competit carried out Shenzhen NOPOSION Agrochemical Co., Ltd. MA ion, the 2013-09 2020-09 and the disclosed in the B Shares Offer Acquisition Report Agricultur related -07 -06 commitme of Hubei Sanonda CO., Ltd.) The Company will al transacti nt makers according to the securities laws and regulations and Solutions on and abided by Commitments made in industry policy within 7 years or when the Ltd. the the above acquisition documents management think the condition is ripe to actively capital commitme or shareholding take steps, gradually eliminate the competition, the occupati nts. alteration documents concrete measures including but not limited to the on following one or more: fight for internal assets reconstruction, (including putting the business into Hubei Sanonda CO., Ltd. or operated through Hubei Sanonda CO., Ltd. ) to adjust the industrial plan and business structure, to transform technology and to upgrade products, to divide the market so as to make each corporation differ in the products and its ultimate users, thus to avoid and eliminate the current domestic horizontal competition between the Company’s controlling subsidiaries and Sanonda. Commit II. Commitments on maintaining the Company’s The ADAMA ments on operation independence and specify the related commitme Celsius the transaction: 1. After the complement of the tender nts were B.V.;ADA horizont offer, Sanonda will continue to maintain complete being MA 2013-09 9999-12 al purchase, production and sales system, and to gain carried out Agricultur -07 -31 competit the independent intellectual property. The Company and the al ion, the and its direct or indirect controlling shareholders commitme Solutions related and Sanonda of which the personnel, assets, nt makers Ltd. transacti finance, business and institutions will be abided by 9 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 on and completely separated, and at the same time the above the maintain the operation ability of Sanonda that commitme capital independently face to the China agrochemical nts. occupati industry market. 2. The Company will avoid and on reduce the related transactions with Sanonda according to the requirements stipulated by the laws, regulations and other normative documents; but for those related transactions that are inevitable or occur with reasonable cause, will have to obey the just, fair and open market principles. And to sign the agreement according to the law and to carry out legal program, and to make sure not to harm the legal interest of Sanonda and other shareholders by related transaction according to the Articles of Association of Sanonda, the relevant system about related transaction and to conduct the duty of information disclosure as well as the approval process which stipulated by the relevant regulations." I. Commitments on avoiding 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 Commit Hunan Haohua Chemical Co., Ltd. and its ments on The subsidiary had the same or similar situations with the commitme the main business of Sanonda, and aimed at the horizont nts were domestic horizontal competition, the Company al being China committed to gradually eliminate such kind of competit carried out National horizontal competition in the future and to fight for ion, the 2013-09 2020-09 and the Chemical the internal assets reconstruction, to adjust the related -07 -06 commitme Corporatio industrial plan and business structure, to transform transacti nt maker n technology and to upgrade products, to divide the on and abided by market so as to make each corporation differ in the the the above products and its ultimate users according to the capital commitme securities laws and regulations and industry policy occupati nts. within 7 years, thus to eliminate the current on 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 10 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 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 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 Commit purchase, production and sales system, and to gain ments on the independent intellectual property. The Company The the and its direct or indirect controlling shareholders commitme horizont and Sanonda of which the personnel, assets, nts were al finance, business and institutions will be being China competit completely separated, and at the same time carried out National ion, the maintain the operation ability of Sanonda that 2013-09 9999-12 and the Chemical related independently face to the China agrochemical -07 -31 commitme Corporatio transacti industry market. 2. The Company will avoid and nt maker n on and reduce the related transactions with Sanonda abided by the according to the requirements stipulated by the the above capital laws, regulations and other normative documents; commitme occupati but for those related transactions that are inevitable nts. on 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 11 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 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 time of asset - - - - - - restructuring Commitments made in time of IPO or - - - - - - refinancing Commitments concerning stock - - - - - - ownership incentive Other commitments made to minority - - - - - - shareholders Executed on time Yes IV Performance forecast for Y2016 Warning of possible loss or considerable YoY change in the accumulative net profit made during the year-beginning to the end of the next reporting period, as well as the reasons □ Applicable √ Not applicable V Securities investment □ Applicable √ Not applicable No such cases in the Reporting Period. VI Investment in derivative financial instruments □ Applicable √ Not applicable No such cases in the Reporting Period. VII Visits paid to the Company for purposes of research, communication, interview, etc. during the Reporting Period √ Applicable □ Not applicable Date of visit Way of visit Type of visitor About 12 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 Reason of suspension and time of 2016-08-23 By phone Individual resumption of the Company stock, not offer written reply When is the Company stock resumption? 2016-09-14 By phone Individual Not offer written reply VIII Illegal provision of guarantees for external parties □ Applicable √ Not applicable No such cases in the Reporting Period. IX Occupation of the Company’s funds by the controlling shareholder or its related parties for non-operating purposes □ Applicable √ Not applicable No such cases in the Reporting Period. 13 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 Section IV Financial Statements I Financial statements 1. Consolidated balance sheet Prepared by Hubei Sanonda Co., Ltd. 30 September 2016 Unit: RMB Item Closing balance Opening balance Current assets: Monetary funds 527,299,409.96 406,098,208.72 Settlement reserves Lendings to banks and other financial institutions Financial assets measured at fair value with fair value changes included in the profit and loss for the Reporting Period Derivative financial assets Notes receivable 58,232,952.25 34,433,010.97 Accounts receivable 332,702,947.70 180,450,531.93 Accounts paid in advance 37,520,004.22 20,413,365.68 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividends receivable Other accounts receivable 18,917,407.97 9,847,451.35 Financial assets purchased under agreement to resell Inventories 189,975,175.81 287,824,164.30 Assets held for sale Non-current assets due within one year Other current assets 11,038,934.77 14,685,220.14 Total current assets 1,175,686,832.68 953,751,953.09 Non-current assets: 14 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 Loans and advances to customers Available-for-sale financial assets 9,153,782.63 9,153,782.63 Held-to-maturity investments Long-term accounts receivable Long-term equity investments Investment property 4,801,080.72 5,036,745.54 Fixed assets 1,526,074,232.43 1,684,051,200.09 Construction in progress 181,542,438.64 143,683,545.15 Engineering materials Disposal of fixed assets Productive living assets Oil-gas assets Intangible assets 158,975,684.11 165,569,924.44 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 12,513,108.15 11,021,018.38 Other non-current assets 5,000,000.00 5,000,000.00 Total non-current assets 1,898,060,326.68 2,023,516,216.23 Total assets 3,073,747,159.36 2,977,268,169.32 Current liabilities: Short-term borrowings 20,000,000.00 Borrowings from the Central Bank Money deposits accepted and inter-bank deposits Loans from banks and other financial institutions Financial liabilities measured at fair value with fair value changes included in the profit and loss for the Reporting Period Derivative financial liabilities Notes payable 46,000,000.00 Accounts payable 161,613,737.51 134,357,481.77 Accounts received in advance 27,250,295.65 26,666,138.22 Financial assets sold for repurchase Handling charges and commissions 15 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 payable Payroll payable 15,017,194.04 30,308,341.73 Taxes and fares payable 30,329,571.91 26,858,466.27 Interest payable 878,194.44 1,123,849.31 Dividends payable 250,000.00 250,000.00 Other accounts payable 140,041,664.76 25,511,333.81 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 one 106,000,000.00 244,000,000.00 year Other current liabilities Total current liabilities 527,380,658.31 509,075,611.11 Non-current liabilities: Long-term borrowings 290,090,000.00 343,590,000.00 Bonds payable Of which: Preference shares Perpetual bonds Long-term accounts payable 0.00 650,000.00 Long-term payroll payable Special payables Estimated liabilities Deferred income 23,567,687.95 26,570,088.61 Deferred income tax liabilities Other non-current liabilities 126,722,400.00 Total non-current liabilities 440,380,087.95 370,810,088.61 Total liabilities 967,760,746.26 879,885,699.72 Owners’ equity: Share capital 593,923,220.00 593,923,220.00 Other equity instruments Of which: Preference shares Perpetual bonds 16 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 Capital reserves 263,063,461.97 263,063,461.97 Less: Treasury stock Other composite income Special reserves 25,800,622.66 22,848,859.15 Surplus reserves 190,699,248.11 190,699,248.11 Provisions for general risks Retained profit 1,032,499,860.36 1,026,847,680.37 Total equity attributable to owners of the 2,105,986,413.10 2,097,382,469.60 Company Minority interests Total owners’ equity 2,105,986,413.10 2,097,382,469.60 Total liabilities and owners’ equity 3,073,747,159.36 2,977,268,169.32 Legal representative: An Liru Chief of the accounting work: Liu Anping Chief of the accounting organ: Tu Zhiwen 2. Balance sheet of the Company Unit: RMB Item Closing balance Opening balance Current Assets: Monetary funds 322,553,854.79 378,450,204.94 Financial assets measured at fair value with fair value changes included in the profit and loss for the Reporting Period Derivative financial assets Notes receivable 57,892,952.25 32,331,010.97 Accounts receivable 666,437,941.29 352,274,073.40 Accounts paid in advance 31,839,423.47 19,218,775.50 Interest receivable Dividends receivable Other accounts receivable 3,407,795.25 1,535,805.55 Inventories 176,187,933.48 275,057,647.64 Assets held for sale Non-current assets due within one year Other current assets 0.00 387,633.86 Total current assets 1,258,319,900.53 1,059,255,151.86 Non-current assets: 17 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 Available-for-sale financial assets 9,153,782.63 9,153,782.63 Held-to-maturity investments Long-term accounts receivable Long-term equity investments 55,526,635.41 55,526,635.41 Investment property 4,801,080.72 5,036,745.54 Fixed assets 1,392,673,910.04 1,543,099,613.97 Construction in progress 181,542,438.64 139,297,997.97 Engineering materials Disposal of fixed assets Productive living assets Oil-gas assets Intangible assets 147,035,395.69 150,253,232.11 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 9,521,665.24 8,855,180.95 Other non-current assets 5,000,000.00 5,000,000.00 Total non-current assets 1,805,254,908.37 1,916,223,188.58 Total assets 3,063,574,808.90 2,975,478,340.44 Current liabilities: Short-term borrowings 0.00 20,000,000.00 Financial liabilities measured at fair value with fair value changes included in the profit and loss for the Reporting Period Derivative financial liabilities Notes payable 46,000,000.00 Accounts payable 153,850,145.07 129,017,385.70 Accounts received in advance 22,149,278.95 24,885,411.49 Payroll payable 13,710,423.66 28,311,263.93 Taxes and fares payable 24,303,552.01 21,773,193.24 Interest payable 878,194.44 1,123,849.31 Dividends payable 250,000.00 250,000.00 Other accounts payable 142,311,579.71 23,536,806.94 Liabilities held for sale Non-current liabilities due within one year 106,000,000.00 244,000,000.00 18 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 Other current liabilities Total current liabilities 509,453,173.84 492,897,910.61 Non-current liabilities: Long-term borrowings 290,090,000.00 343,590,000.00 Bonds payable Of which: Preference shares Perpetual bonds Long-term payables 0.00 650,000.00 Long-term payroll payables Special payables Estimated liabilities Deferred income 17,421,854.59 19,686,755.26 Deferred income tax liabilities Other non-current liabilities 126,722,400.00 Total non-current liabilities 434,234,254.59 363,926,755.26 Total liabilities 943,687,428.43 856,824,665.87 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 composite income Special reserves 20,831,510.35 17,879,746.84 Surplus reserves 190,699,248.11 190,699,248.11 Retained profit 1,050,633,564.83 1,052,351,622.44 Total owners’ equity 2,119,887,380.47 2,118,653,674.57 Total liabilities and owners’ equity 3,063,574,808.90 2,975,478,340.44 3. Consolidated income statement for the Reporting Period Unit: RMB Item July-September 2016 July-September 2015 1. Operating revenues 431,962,833.14 558,298,652.20 19 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 Including: Sales income 431,962,833.14 558,298,652.20 Interest income Premium income Fee and commission income 2. Operating costs 426,847,888.55 524,537,189.92 Including: Cost of sales 366,098,195.13 465,631,863.12 Interest expenses Fee and commission expenses Surrenders Net claims paid Net amount provided as insurance contract reserve Expenditure on policy dividends Reinsurance premium Business tax and surtaxes 145,309.20 1,607,100.75 Selling expenses 22,605,148.52 25,379,717.18 Administrative expenses 37,864,224.32 26,415,580.95 Finance costs 2,396,848.62 -2,139,035.30 Asset impairment loss -2,261,837.24 7,641,963.22 Add: Profit on fair value changes (“-” means loss) Return on investment (“-” means 1,667,155.76 loss) Including: Share of profit/loss of associates and joint ventures Exchange gains (“-” means loss) 3. Operating profit (“-” means loss) 5,114,944.59 35,428,618.04 Add: Non-operating revenue 1,096,173.28 1,095,975.47 Including: Profit on disposal of 80,003.25 non-current assets Less: Non-operating expense 1,865.58 Including: Loss on disposal of 1,865.58 non-current assets 4. Total profit (“-” means loss) 6,209,252.29 36,524,593.51 Less: Corporate income tax 2,516,547.30 6,956,139.14 5. Net profit (“-” means loss) 3,692,704.99 29,568,454.37 Net profit attributable to owners of 3,692,704.99 29,447,643.10 20 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 the Company Minority interests’ income 120,811.27 6. Other comprehensive income net of tax Other comprehensive income net of tax attributable to owners of the Company 6.1 Other comprehensive income that will not be reclassified into profit/loss 6.1.1 Changes in net liabilities or assets with a defined benefit plan upon re-measurement 6.1.2 Share of other comprehensive income of investees that cannot be reclassified into profit/loss under the equity method 6.2 Other comprehensive income to be subsequently reclassified into profit/loss 6.2.1 Share of other comprehensive income of investees that will be reclassified into profit/loss under the equity method 6.2.2 Profit/loss on fair value changes of available-for-sale financial assets 6.2.3 Profit/loss on reclassifying held-to-maturity investments into available-for-sale financial assets 6.2.4 Effective profit/loss on cash flow hedges 6.2.5 Currency translation differences 6.2.6 Other Other comprehensive income net of tax attributable to minority interests 7. Total comprehensive income 3,692,704.99 29,568,454.37 Attributable to owners of the 3,692,704.99 29,447,643.10 Company Attributable to minority interests 120,811.27 21 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 8. Earnings per share 8.1 Basic earnings per share 0.0062 0.0496 8.2 Diluted earnings per share 0.0062 0.0496 Where business mergers under the same control occurred in the Reporting Period, net profit achieved by the merged parties before the business mergers was RMB0.00, with the corresponding amount for the same period of last year being RMB0.00. Legal representative: An Liru Chief of the accounting work: Liu Anping Chief of the accounting organ: Tu Zhiwen 4. Income statement of the Company for the Reporting Period Unit: RMB Item July-September 2016 July-September 2015 1. Operating revenues 431,161,841.45 565,157,182.75 Less: Operating costs 367,794,478.23 485,204,846.67 Business tax and surtaxes 142,068.22 1,576,979.43 Selling expenses 20,058,804.75 24,450,836.75 Administrative expenses 36,467,270.45 24,714,753.58 Finance costs 3,754,808.93 -761,497.65 Asset impairment loss 1,462,368.62 6,440,022.68 Add: profit on fair value changes (“-” means loss) Return on investment (“-” means 1,667,155.76 loss) Including: Share of profit/loss of associates and joint ventures 2. Operating profit (“-” means loss) 1,482,042.25 25,198,397.05 Add: Non-operating revenue 850,339.95 850,142.14 Including: Profit on disposal of 80,003.25 non-current assets Less: Non-operating expense 1,865.58 Including: Loss on disposal of 1,865.58 non-current assets 3. Total profit (“-” means loss) 2,330,516.62 26,048,539.19 Less: Corporate income tax 548,824.25 6,299,673.99 4. Net profit (“-” means loss) 1,781,692.37 19,748,865.20 5. Other comprehensive income net of tax 5.1 Other comprehensive income that will not be reclassified into profit and 22 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 loss 5.1.1 Changes in net liabilities or assets with a defined benefit plan upon re-measurement 5.1.2 Share of other comprehensive income of investees that cannot be reclassified into profit/loss under the equity method 5.2 Other comprehensive income to be subsequently reclassified into profit/loss 5.2.1 Share of other comprehensive income of investees that will be reclassified into profit/loss under the equity method 5.2.2 Profit/loss on fair value changes of available-for-sale financial assets 5.2.3 Profit/loss on reclassifying held-to-maturity investments into available-for-sale financial assets 5.2.4 Effective profit/loss on cash flow hedges 5.2.5 Currency translation differences 5.2.6 Other 6. Total comprehensive income 1,781,692.37 19,748,865.20 7. Earnings per share 7.1 Basic earnings per share 7.2 Diluted earnings per share 5. Consolidated income statement for the period from the year-beginning to the end of the Reporting Period Unit: RMB Item January-September 2016 January-September 2015 1. Operating revenues 1,437,659,990.64 1,793,550,335.01 Including: Sales income 1,437,659,990.64 1,793,550,335.01 Interest income Premium income Fee and commission income 23 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 2. Operating costs 1,423,393,486.86 1,602,167,732.71 Including: Cost of sales 1,225,286,297.12 1,407,399,492.83 Interest expenses Fee and commission expenses Surrenders Net claims paid Net amount provided as insurance contract reserve Expenditure on policy dividends Reinsurance premium Business tax and surtaxes 3,998,584.39 10,494,221.59 Selling expenses 67,848,090.28 61,921,592.69 Administrative expenses 107,008,163.61 75,339,489.24 Finance costs 6,340,845.70 11,753,981.19 Asset impairment loss 12,911,505.76 35,258,955.17 Add: Profit on fair value changes (“-” means loss) Return on investment (“-” means 75,504.00 1,667,155.76 loss) Including: Share of profit/loss of associates and joint ventures Exchange gains (“-” means loss) 3. Operating profit (“-” means loss) 14,342,007.78 193,049,758.06 Add: Non-operating revenue 14,979,033.26 4,033,354.91 Including: Profit on disposal of 10,214,203.76 80,003.25 non-current assets Less: Non-operating expense 5,258.23 14,810.07 Including: Loss on disposal of 5,258.23 7,689.72 non-current assets 4. Total profit (“-” means loss) 29,315,782.81 197,068,302.90 Less: Corporate income tax 8,815,522.32 49,855,500.55 5. Net profit (“-” means loss) 20,500,260.49 147,212,802.35 Net profit attributable to owners of 20,500,260.49 147,125,818.69 the Company Minority interests’ income 86,983.66 6. Other comprehensive income net of tax Other comprehensive income net 24 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 of tax attributable to owners of the Company 6.1 Other comprehensive income that will not be reclassified into profit/loss 6.1.1 Changes in net liabilities or assets with a defined benefit plan upon re-measurement 6.1.2 Share of other comprehensive income of investees that cannot be reclassified into profit/loss under the equity method 6.2 Other comprehensive income to be subsequently reclassified into profit/loss 6.2.1 Share of other comprehensive income of investees that will be reclassified into profit/loss under the equity method 6.2.2 Profit/loss on fair value changes of available-for-sale financial assets 6.2.3 Profit/loss on reclassifying held-to-maturity investments into available-for-sale financial assets 6.2.4 Effective profit/loss on cash flow hedges 6.2.5 Currency translation differences 6.2.6 Other Other comprehensive income net of tax attributable to minority interests 7. Total comprehensive income 20,500,260.49 147,212,802.35 Attributable to owners of the 20,500,260.49 147,125,818.69 Company Attributable to minority interests 86,983.66 8. Earnings per share 8.1 Basic earnings per share 0.0345 0.2477 8.2 Diluted earnings per share 0.0345 0.2477 Where business mergers under the same control occurred in the current period, the net profit achieved by the merged parties before the business mergers was RMB0.00, with the corresponding amount for the same period of last year being RMB0.00. 25 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 6. Income statement of the Company for the period from the year-beginning to the end of the Reporting Period Unit: RMB Item January-September 2016 January-September 2015 1. Operating revenues 1,428,050,843.45 1,825,137,994.82 Less: Operating costs 1,224,218,814.54 1,456,596,958.04 Business tax and surtaxes 3,967,554.85 10,391,670.97 Selling expenses 62,489,429.76 59,488,583.83 Administrative expenses 102,577,822.91 70,348,679.31 Finance costs 11,112,451.30 13,711,309.13 Asset impairment loss 8,894,601.80 28,808,483.31 Add: profit on fair value changes (“-” means loss) Return on investment (“-” means 75,504.00 1,667,155.76 loss) Including: Share of profit/loss of associates and joint ventures 2. Operating profit (“-” means loss) 14,865,672.29 187,459,465.99 Add: Non-operating revenue 3,840,051.62 3,295,854.92 Including: Profit on disposal of 80,003.25 non-current assets Less: Non-operating expense 5,258.23 14,810.07 Including: Loss on disposal of 5,258.23 7,689.72 non-current assets 3. Total profit (“-” means loss) 18,700,465.68 190,740,510.84 Less: Corporate income tax 5,570,442.79 49,589,551.97 4. Net profit (“-” means loss) 13,130,022.89 141,150,958.87 5. Other comprehensive income net of tax 5.1 Other comprehensive income that will not be reclassified into profit and loss 5.1.1 Changes in net liabilities or assets with a defined benefit plan upon re-measurement 5.1.2 Share of other comprehensive income of investees that cannot be reclassified into profit/loss under the equity method 26 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 5.2 Other comprehensive income to be subsequently reclassified into profit/loss 5.2.1 Share of other comprehensive income of investees that will be reclassified into profit/loss under the equity method 5.2.2 Profit/loss on fair value changes of available-for-sale financial assets 5.2.3 Profit/loss on reclassifying held-to-maturity investments into available-for-sale financial assets 5.2.4 Effective profit/loss on cash flow hedges 5.2.5 Currency translation differences 5.2.6 Other 6. Total comprehensive income 13,130,022.89 141,150,958.87 7. Earnings per share 7.1 Basic earnings per share 7.2 Diluted earnings per share 7. Consolidated cash flow statement for the period from the year-beginning to the end of the Reporting Period Unit: RMB Item January-September 2016 January-September 2015 1. Cash flows from operating activities: Cash received from sale of 985,862,427.42 1,338,674,461.07 commodities and rendering of service Net increase in money deposits from customers and interbank placements Net increase in loans from the Central Bank Net increase in funds borrowed from other financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business 27 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 Net increase in deposits of policy holders and investment fund Net increase in disposal of financial assets at fair value through profit/loss Interest, fees and commissions received Net increase in interbank borrowings Net increase in funds in repurchase business Tax refunds received 15,651,740.37 33,027,658.35 Cash received from other operating 6,516,166.67 13,336,093.05 activities Subtotal of cash inflows from operating 1,008,030,334.46 1,385,038,212.47 activities Cash paid for goods and services 552,215,840.22 998,571,519.01 Net increase in loans and advances to customers Net increase in funds deposited in the Central Bank and interbank placements Cash paid for claims of original insurance contracts Interest, fees and commissions paid Cash paid as policy dividends Cash paid to and for employees 143,197,915.52 154,413,656.47 Taxes and fares paid 45,890,780.09 116,454,133.57 Cash paid for other operating 86,627,016.98 61,598,926.28 activities Subtotal of cash outflows from 827,931,552.81 1,331,038,235.33 operating activities Net cash flows from operating activities 180,098,781.65 53,999,977.14 2. Cash flows from investing activities: Cash received from retraction of investments Cash received as return on 75,504.00 1,667,155.76 investments Net cash received from disposal of fixed assets, intangible assets and other 18,221,964.00 long-term assets Net cash received from disposal of subsidiaries or other business units Cash received from other investing 28 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 activities Subtotal of cash inflows from investing 18,297,468.00 1,667,155.76 activities Cash paid to acquire fixed assets, intangible assets and other long-term 60,462,278.11 222,759,439.09 assets Cash paid for investment Net increase in pledged loans Net cash paid to acquire subsidiaries and other business units Cash paid for other investing activities Subtotal of cash outflows from 60,462,278.11 222,759,439.09 investing activities Net cash flows from investing activities -42,164,810.11 -221,092,283.33 3. Cash flows from financing activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received as borrowings 411,605,350.00 Cash received from issuance of bonds Cash received from other financing 226,722,400.00 4,500,000.00 activities Subtotal of cash inflows from financing 226,722,400.00 416,105,350.00 activities Repayment of borrowings 211,500,000.00 68,840,800.00 Cash paid for interest expenses and 34,555,572.89 86,779,196.98 distribution of dividends or profit Including: dividends or profit paid by subsidiaries to minority interests Cash paid for other financing 13,800,000.00 activities Sub-total of cash outflows from 259,855,572.89 155,619,996.98 financing activities Net cash flows from financing activities -33,133,172.89 260,485,353.02 4. Effect of foreign exchange rate 2,600,402.59 822,030.92 changes on cash and cash equivalents 5. Net increase in cash and cash 107,401,201.24 94,215,077.75 equivalents 29 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 Add: Opening balance of cash and 406,098,208.72 418,847,736.46 cash equivalents 6. Closing balance of cash and cash 513,499,409.96 513,062,814.21 equivalents 8. Cash flow statement of the Company for the period from the year-beginning to the end of the Reporting Period Unit: RMB Item January-September 2016 January-September 2015 1. Cash flows from operating activities: Cash received from sale of 816,434,629.93 1,297,560,789.66 commodities and rendering of service Tax refunds received 168,260.60 16,386,842.52 Cash received from other operating 10,972,672.86 13,199,365.29 activities Subtotal of cash inflows from operating 827,575,563.39 1,327,146,997.47 activities Cash paid for goods and services 560,624,633.14 893,146,308.65 Cash paid to and for employees 138,230,622.08 143,778,453.71 Taxes and fares paid 38,185,716.01 110,933,461.28 Cash paid for other operating 78,055,336.12 52,821,928.31 activities Subtotal of cash outflows from 815,096,307.35 1,200,680,151.95 operating activities Net cash flows from operating activities 12,479,256.04 126,466,845.52 2. Cash flows from investing activities: Cash received from retraction of investments Cash received as return on 75,504.00 1,667,155.76 investments Net cash received from disposal of fixed assets, intangible assets and other 10,621,964.00 long-term assets Net cash received from disposal of subsidiaries or other business units Cash received from other investing activities Subtotal of cash inflows from investing 10,697,468.00 1,667,155.76 activities Cash paid to acquire fixed assets, 59,749,655.11 222,759,439.09 30 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 intangible assets and other long-term assets Cash paid for investment Net cash paid to acquire subsidiaries and other business units Cash paid for other investing activities Subtotal of cash outflows from 59,749,655.11 222,759,439.09 investing activities Net cash flows from investing activities -49,052,187.11 -221,092,283.33 3. Cash flows from financing activities: Cash received from capital contributions Cash received as borrowings 371,000,000.00 Cash received from issuance of bonds Cash received from other financing 226,722,400.00 4,500,000.00 activities Subtotal of cash inflows from financing 226,722,400.00 375,500,000.00 activities Repayment of borrowings 211,500,000.00 50,500,000.00 Cash paid for interest expenses and 34,555,572.89 86,548,931.74 distribution of dividends or profit Cash paid for other financing 13,800,000.00 activities Sub-total of cash outflows from 259,855,572.89 137,048,931.74 financing activities Net cash flows from financing activities -33,133,172.89 238,451,068.26 4. Effect of foreign exchange rate 9,753.81 -278,150.43 changes on cash and cash equivalents 5. Net increase in cash and cash -69,696,350.15 143,547,480.02 equivalents Add: Opening balance of cash and 378,450,204.94 344,750,284.42 cash equivalents 6. Closing balance of cash and cash 308,753,854.79 488,297,764.44 equivalents II Auditor’s report Is this Report audited? □ Yes √ No 31 Hubei Sanonda Co., Ltd. Third Quarter Report 2016 This Report is unaudited. Hubei Sanonda Co., Ltd. 26 October 2016 32