The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. HUBEI SANONDA CO., LTD. THE REPORT FOR THE FIRST QUARTER OF 2017 April 2017 1 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. Section I Important Statements 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 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. Section II Profile of the Company I Accounting and financial results Indicate by tick mark whether the Company performed any retroactive adjustments to or restatement of its accounting data due to changes of accounting policies or correction of accounting errors □ Yes √ No January-March 2017 January-March 2016 +/-% Operating revenues (RMB) 655,834,605.42 478,019,086.56 37.20% Net profit attributable to shareholders of 58,716,654.98 8,016,805.81 632.42% the Company (RMB) Net profit attributable to shareholders of the Company before exceptional profit and 58,355,725.25 -1,097,269.16 N/A loss (RMB) Net operating cash flow (RMB) 7,108,591.23 -14,737,785.00 148.23% Basic earnings per share (RMB/share) 0.0989 0.0135 632.59% Diluted earnings per share (RMB/share) 0.0989 0.0135 632.59% Weighted average return on equity (%) 2.89% 0.38% 2.51% 31 March 2017 31 December 2016 +/-% Total assets (RMB) 3,060,171,492.32 2,984,883,798.79 2.52% Net assets attributable to shareholders of 2,064,439,506.79 2,005,058,006.75 2.96% the Company (RMB) Exceptional profit and loss √ Applicable □ Not applicable Unit: RMB Item January-March 2017 Note Gains/losses on the disposal of non-current assets (including the -10,064.02 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 1,050,800.22 certain quotas or amounts according to the country’s unified standards Other non-operating income and expenses than the above -641,441.00 Less: Income tax effects 38,365.47 Total 360,929.73 -- 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, 3 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. 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 at the period-end and shareholdings of top ten shareholders 1. Numbers of common shareholders and preference shareholders with resumed voting rights as well as shareholdings of top ten shareholders Unit: share Total number of preference Total number of common 61,070 (A-shareholders: 43,6 shareholders with resumed 0 shareholders at the period-end 09) voting rights at the period-end (if any) Shareholdings of top ten shareholders Number of Pledged or frozen shares Name of Nature of Shareholding Number of shares restricted shares shareholder shareholder percentage (%) held Status of shares Status of shares held Jingzhou Sanonda State-owned 20.15% 119,687,202 Holdings Co., corporation Ltd. ADAMA Celsius Foreign 10.60% 62,950,659 B.V. corporation State-Owned Assets On behalf of the Administration 0.70% 4,169,266 government Bureau of Qichun County Domestic Xie Qingjun 0.64% 3,775,200 individual Guotai Junan Foreign Securities (Hong 0.53% 3,121,599 corporation Kong) Limited Domestic Shi Yun 0.47% 2,800,000 individual China Construction Bank Co., Ltd.- Other 0.37% 2,200,863 Rongtong Leading Growth 4 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. Mixed Stock Fund (LOF) Domestic Zhou Qiping 0.35% 2,063,245 individual Domestic Hu Chunwan 0.19% 1,103,128 individual Domestic Qian Tiaoyuan 0.18% 1,066,600 individual Shareholdings of top ten non-restricted shareholders Variety of shares Name of shareholder Number of non-restricted shares held Variety Number Jingzhou Sanonda Holdings Co., RMB common 119,687,202 119,687,202 Ltd. shares Domestically ADAMA Celsius B.V. 62,950,659 listed foreign 62,950,659 shares State-Owned Assets Administration RMB common 4,169,266 4,169,266 Bureau of Qichun County shares Domestically Xie Qingjun 3,775,200 listed foreign 3,775,200 shares Domestically Guotai Junan Securities (Hong 3,121,599 listed foreign 3,121,599 Kong) Limited shares RMB common Shi Yun 2,800,000 2,800,000 shares China Construction Bank Co., Ltd. RMB common -Rongtong Leading Growth Mixed 2,200,863 2,200,863 shares Stock Fund (LOF) RMB common Zhou Qiping 2,063,245 2,063,245 shares Domestically Hu Chunwan 1,103,128 listed foreign 1,103,128 shares RMB common Qian Tiaoyuan 1,066,600 1,066,600 shares Jingzhou Sanonda Holdings Co., Ltd. and Celsius Property B.V. are related parties, and under Related or acting-in-concert parties the same control of China National Chemical Agrochemical Corporation, and are among the above shareholders acting-in-concert parties as prescribed in the Administrative Methods for Acquisition of 5 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. 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. The shareholder Shi Yun held 2,800,000 shares of the Company through credit collateral securities trading account and held 0 shares of the Company through common stock account that held 2,800,000 shares of the Company in total. Top ten common shareholders 2. The shareholder Zhou Qiping held 120,100 shares of the Company through credit collateral conducting securities margin trading securities trading account and held 1,943,145 shares of the Company through common stock (if any) account that held 2,063,245 shares of the Company in total. 3. The shareholder Qian Tiaoyuan held 1,066,600 shares of the Company through credit collateral securities trading account and held 0 shares of the Company through common stock account that held 1,066,600 shares of the Company in total. Did any of the top ten common shareholders or the top ten non-restricted common shareholders of the Company conduct any promissory repo during the Reporting Period? □ Yes √ No No such cases in the Reporting Period. 2. Total number of preference shareholders and shareholdings of the top ten of them □ Applicable √ Not applicable 6 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. Section III Significant Events I Changes in the key financial results of this Reporting Period, as well as the reasons for such changes √ Applicable □ Not applicable December 31, March 31, 2017 2016 (RMB’0,000) Item (RMB’0,000) +/-% Main reason for change (January-March (January-March 2017) 2016) Notes receivable 6,091 9,178 -33.64% More notes were used to pay for raw materials Accounts receivable 36,231 20,861 73.68% The sales increased, with a longer credit term Accounts paid in advance 7,467 4,201 77.74% Prepayments for some raw materials increased Deferred tax assets 2,480 3,952 -37.25% Decrease in recognized deferred assets of deductible loss Short-term borrowings 10,000 0 New borrowings secured Accounts received in 4,706 3,267 44.07% Increased advances from customers advance Notes payable 0 2,600 -100.00% Notes payable became due Accounts payable 22,274 16,918 31.65% Increased payables for some materials Payroll payable 1,413 3,017 -53.15% Remuneration for last year was paid in this Reporting Period Interest payable 47 0 Interest payable on bank borrowings Other accounts payable 7,568 16,516 -54.18% Some security deposits were returned Operating revenues 65,583 47,802 37.20% The sales volumes and prices of main products increased Administrative expenses 2,475 3,261 -24.11% Decreased stand-by loss Finance cost 561 799 -29.78% Decreased interest cost Non-operating revenues 108 1,215 -91.14% The same period of last year saw earnings from disposal of land, while there were no such cases in this Reporting Period Corporate income tax 1,828 178 928.82% Increased total profit Net profit attributable to 5,872 802 632.42% Increased sales revenue and gross profit margin owners of the Company II Progress of significant events and analysis & explanations on their influence and solutions √ Applicable □ Not applicable During the Reporting Period, The 17th Meeting of the 7th Board of Directors of the Company considered and approved the related Bill, 7 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. the Report About Issuing Shares to Purchase Assets and Raise Matching Funds and Related Party TransactionTransaction(the Draft) approved by The First Special Meeting of Shareholders in 2017. The Company disclosed that CSRC heard the application of this significant assets restructuring on April 6, 2017, and this significant assets restructuring still needs to be approved by CSRC. Disclosure website query index of Overview of significant event Disclosure date temporary report The Announcement About CSRC Heard the Application Of This Significant Assets 04/06/2017 http://www.cninfo.com.cn Restructuring The Announcement About Resolution of the First Special Meeting of Shareholders 03/28/2017 http://www.cninfo.com.cn in 2017 III Commitments of the Company’s actual controller, shareholders, related parties and acquirer, as well as the Company and other commitment makers, unfulfilled in this reporting period √ Applicable □ Inapplicable Time of Commitment Commitment Period of Commitment Contents making Fulfillment maker type commitment commitment Commitment on 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. The Commitments disclosed in the B Shares Offer commitments on the Acquisition Report of Hubei Commitment in ADAMA were being horizontal Sanonda CO., Ltd. The Company the acquisition Celsius carried out competition, will take effective measures to avoid report or the B.V.;ADAMA 09/07/2013 2020-09-06 and the the related the Company and its controlling report on equity Agricultural commitment transaction subsidiaries engaged in the same or changes Solutions Ltd. makers abided and the capital similar business with Hubei by the above occupation Sanonda CO., Ltd. within the commitments. territory. 2. If the Company or its controlling subsidiaries domestically conduct related business which form horizontal competition with Hubei Sanonda CO., Ltd. in future (including related business of the 8 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. Company proposed conducting transaction may lead to competition in domestic trade with Shenzhen NOPOSION Agrochemical Co., Ltd. disclosed in the B Shares Offer Acquisition Report of Hubei Sanonda CO., Ltd.) The Company will according to the securities laws and regulations and industry policy within 7 years or when the management think the condition is ripe to actively take steps, gradually eliminate the competition, the concrete measures including but not limited to the following one or more: fight for internal assets reconstruction, (including putting the business into Hubei Sanonda CO., Ltd. or operated through Hubei Sanonda CO., Ltd. ) to adjust the industrial plan and business structure, to transform technology and to upgrade products, to divide the market so as to make each corporation differ in the products and its ultimate users, thus to avoid and eliminate the current domestic horizontal competition between the Company’s controlling subsidiaries and Sanonda. II. Commitments on maintaining the Company’s operation independence and specify the related transaction: The Commitments 1. After the complement of the commitments on the tender offer, Sanonda will continue ADAMA were being horizontal to maintain complete purchase, Celsius carried out competition, production and sales system, and to B.V.;ADAMA 09/07/2013 9999-12-31 and the the related gain the independent intellectual Agricultural commitment transaction property. The Company and its Solutions Ltd. makers abided and the capital direct or indirect controlling by the above occupation shareholders and Sanonda of which commitments. the personnel, assets, finance, business and institutions will be completely separated, and at the 9 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. same time maintain the operation ability of Sanonda that independently face to the China agrochemical industry market. 2. The Company will avoid and reduce the related transactions with Sanonda according to the requirements stipulated by the laws, regulations and other normative documents; but for those related transactions that are inevitable or occur with reasonable cause, will have to obey the just, fair and open market principles. And to sign the agreement according to the law and to carry out legal program, and to make sure not to harm the legal interest of Sanonda and other shareholders by related transaction according to the Articles of Association of Sanonda, the relevant system about related transaction and to conduct the duty of information disclosure as well as the approval process which stipulated by the relevant regulations." I. Commitments on avoiding horizontal competition: 1. The business of the Company’s subsidiaries-- Jiangsu Anpon Electrochemical Co., Ltd., Anhui The Commitments Petroleum Chemical Group Co., commitments on the Ltd., Shangdong Dacheng were being China horizontal Agrochemical Co., Ltd. and Jiamusi carried out National competition, Heilong Agrochemicals Co., Ltd., 09/07/2013 2020-09-06 and the Chemical the related and Hunan Haohua Chemical Co., commitment Corporation transaction Ltd. and its subsidiary had the same makers abided and the capital or similar situations with the main by the above occupation business of Sanonda, and aimed at commitments. 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 10 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. 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 11 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. 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 which the personnel, assets, finance, business and institutions will be completely separated, and at the The Commitments same time maintain the operation commitments on the ability of Sanonda that were being China horizontal independently face to the China carried out National competition, agrochemical industry market. 2. 09/07/2013 9999-12-31 and the Chemical the related The Company will avoid and reduce commitment Corporation transaction the related transactions with makers abided and the capital Sanonda according to the by the above occupation requirements stipulated by the laws, commitments. 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 12 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. 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 refinancin Commitment on equity incentive Other commitments made to minority shareholders Executed timely Yes or not? IV Operating result forecast for January-June 2017 Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-beginning to the end of the next reporting period according to prediction, as well as explanations on the reasons: □Applicable √ Not applicable V Securities investments □ Applicable √ Not applicable No such cases in the Reporting Period. VI Investments in derivative financial instruments □ Applicable √ Not applicable No such cases in the Reporting Period. VII Visits paid to the Company in the Reporting Period for purposes of research, communication, interview, etc. √ Applicable □ Not applicable Date of visit Way of visit Type of visitor Index to main inquiry information 13 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. How to attend site meeting of 02/06/2017 Telephone communication Individual shareholders? 02/16/2017 Telephone communication Individual Whether approved by SASAC or not? How to attend site meeting of 03/07/2017 Telephone communication Individual shareholders? 03/08/2017 Telephone communication Individual Whether approved by SASAC or not? How to attend site meeting of 03/17/2017 Telephone communication Individual shareholders? The related problems of supporting 03/30/2017 Telephone communication Individual financing issuance and pricing? 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. 14 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. Section IV Financial Statements I Financial statements 1. Consolidated balance sheet Prepared by Hubei Sanonda CO., Ltd March 31, 2017 Unit: RMB Item Closing balance Opening balance Current assets: Monetary funds 495,979,865.41 547,270,064.75 Settlement reserve Interbank lendings Financial assets at fair value through profit/loss Derivative financial assets Notes receivable 60,906,692.20 91,784,604.58 Accounts receivable 362,314,105.20 208,608,355.93 Accounts paid in advance 74,672,123.11 42,012,434.98 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserve Interest receivable Dividends receivable Other accounts receivable 10,842,053.65 12,749,493.85 Financial assets purchased under agreements to resell Inventories 211,998,467.22 173,640,807.03 Assets held for sale Non-current assets due within one year Other current assets 11,216,632.06 15,518,223.25 Total current assets 1,227,929,938.85 1,091,583,984.37 Non-current assets: Loans and advances to customers 15 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. Available-for-sale financial assets 8,572,982.63 8,572,982.63 Held-to-maturity investments Long-term accounts receivable Long-term equity investments Investment property 4,643,970.84 4,722,525.78 Fixed assets 1,555,110,219.72 1,604,373,212.55 Construction in progress 24,742,307.20 21,225,256.37 Engineering materials Disposal of fixed assets Productive living assets Oil-gas assets Intangible assets 206,549,618.17 207,764,086.65 R&D expenses Goodwill Long-term deferred expenses Deferred tax assets 24,799,247.45 39,518,542.98 Other non-current assets 7,823,207.46 7,123,207.46 Total non-current assets 1,832,241,553.47 1,893,299,814.42 Total assets 3,060,171,492.32 2,984,883,798.79 Current liabilities: Short-term borrowings 100,000,000.00 0.00 Borrowings from the Central Bank Money deposits accepted and inter-bank deposits Interbank borrowings Financial liabilities at fair value through profit/loss Derivative financial liabilities Notes payable 0.00 26,000,000.00 Accounts payable 222,737,155.86 169,182,510.04 Accounts received in advance 47,061,335.91 32,665,597.65 Financial assets sold for repurchase Fees and commissions payable Payroll payable 14,134,776.12 30,169,378.08 Taxes payable 30,969,353.82 18,472,322.61 16 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. Interest payable 473,062.50 Dividends payable 250,000.00 250,000.00 Other accounts payable 75,679,763.81 165,158,645.93 Reinsurance premiums payable Insurance contract reserve Payables for acting trading of securities Payables for acting underwriting of securities Liabilities held for sale Non-current liabilities due within one 139,090,000.00 147,000,000.00 year Other current liabilities Total current liabilities 630,395,448.02 588,898,454.31 Non-current liabilities: Long-term borrowings 172,000,000.00 196,590,000.00 Bonds payable Of which: Preference shares Perpetual bonds Long-term accounts payable Long-term payroll payable Special payables Provisions Deferred income 21,566,087.51 22,566,887.73 Deferred tax liabilities Other non-current liabilities 171,770,450.00 171,770,450.00 Total non-current liabilities 365,336,537.51 390,927,337.73 Total liabilities 995,731,985.53 979,825,792.04 Owners’ equity: Share capital 593,923,220.00 593,923,220.00 Other equity instruments Of which: Preference shares Perpetual bonds Capital reserve 263,063,461.97 263,063,461.97 Less: Treasury shares 17 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. Other comprehensive income Special reserve 20,527,308.40 19,862,463.34 Surplus reserve 190,699,248.11 190,699,248.11 Provisions for general risks Retained earnings 996,226,268.31 937,509,613.33 Equity attributable to owners of the 2,064,439,506.79 2,005,058,006.75 Company Minority interests Total owners’ equity 2,064,439,506.79 2,005,058,006.75 Total liabilities and owners’ equity 3,060,171,492.32 2,984,883,798.79 Legal representative: An Liru Accounting head for this Report: Liu Anping Head of the accounting department: Tu Zhiwen 2. Balance sheet of the Company Unit: RMB Item Closing balance Opening balance Current assets: Monetary funds 68,834,646.00 257,540,892.07 Financial assets at fair value through profit/loss Derivative financial assets Notes receivable 57,406,692.20 88,457,302.58 Accounts receivable 836,852,785.38 611,495,344.80 Accounts paid in advance 66,019,759.88 35,684,527.41 Interest receivable Dividends receivable Other accounts receivable 839,790.73 3,082,682.97 Inventories 203,613,905.88 168,497,335.12 Assets held for sale Non-current assets due within one year Other current assets 3,420,194.16 5,738,347.99 Total current assets 1,236,987,774.23 1,170,496,432.94 Non-current assets: Available-for-sale financial assets 8,572,982.63 8,572,982.63 Held-to-maturity investments Long-term accounts receivable 18 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. Long-term equity investments 55,526,635.41 55,526,635.41 Investment property 4,643,970.84 4,722,525.78 Fixed assets 1,430,520,239.66 1,475,229,079.55 Construction in progress 24,742,307.20 21,225,256.37 Engineering materials Disposal of fixed assets Productive living assets Oil-gas assets Intangible assets 195,148,079.95 196,093,173.33 R&D expenses Goodwill Long-term deferred expenses Deferred tax assets 21,013,323.74 36,980,749.19 Other non-current assets 7,823,207.46 7,123,207.46 Total non-current assets 1,747,990,746.89 1,805,473,609.72 Total assets 2,984,978,521.12 2,975,970,042.66 Current liabilities: Short-term borrowings 50,000,000.00 0.00 Financial liabilities at fair value through profit/loss Derivative financial liabilities Notes payable 0.00 26,000,000.00 Accounts payable 215,153,395.71 162,150,878.66 Accounts received in advance 29,432,640.00 26,358,193.29 Payroll payable 12,046,990.79 26,352,607.70 Taxes payable 22,319,353.49 10,661,550.02 Interest payable Dividends payable 250,000.00 250,000.00 Other accounts payable 82,476,082.45 172,324,381.38 Liabilities held for sale Non-current liabilities due within one 139,090,000.00 147,000,000.00 year Other current liabilities Total current liabilities 550,768,462.44 571,097,611.05 Non-current liabilities: 19 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. Long-term borrowings 172,000,000.00 196,590,000.00 Bonds payable Of which: Preference shares Perpetual bonds Long-term payables Long-term payroll payable Special payables Provisions Deferred income 15,911,920.81 16,666,887.70 Deferred tax liabilities Other non-current liabilities 171,770,450.00 171,770,450.00 Total non-current liabilities 359,682,370.81 385,027,337.70 Total liabilities 910,450,833.25 956,124,948.75 Owners’ equity: Share capital 593,923,220.00 593,923,220.00 Other equity instruments Of which: Preference shares Perpetual bonds Capital reserve 263,799,837.18 263,799,837.18 Less: Treasury shares Other comprehensive income Special reserve 15,558,196.09 14,893,351.03 Surplus reserve 190,699,248.11 190,699,248.11 Retained earnings 1,010,547,186.49 956,529,437.59 Total owners’ equity 2,074,527,687.87 2,019,845,093.91 Total liabilities and owners’ equity 2,984,978,521.12 2,975,970,042.66 3. Consolidated income statement Unit: RMB Item January-March 2017 January-March 2016 1. Operating revenues 655,834,605.42 478,019,086.56 Including: Sales income 655,834,605.42 478,019,086.56 Interest income Premium income Fee and commission income 20 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. 2. Operating costs 579,241,367.49 480,377,985.57 Including: Cost of sales 514,927,185.59 407,955,838.07 Interest expenses Fee and commission expenses Surrenders Net claims paid Net amount provided as insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and surtaxes 3,919,421.72 3,827,800.30 Selling expenses 21,024,998.60 18,898,154.60 Administrative expenses 24,748,991.15 32,610,160.74 Finance costs 5,611,869.64 7,992,233.70 Asset impairment loss 9,008,900.79 9,093,798.16 Add: Profit on fair value changes (“-” means loss) Investment income (“-” means loss) Including: Share of profit/loss of associates and joint ventures Exchange gains (“-” means loss) 3. Operating profit (“-” means loss) 76,593,237.93 -2,358,899.01 Add: Non-operating income 1,076,700.22 12,152,099.96 Including: Profit on disposal of 10,198,549.74 non-current assets Less: Non-operating expense 677,405.02 Including: Loss on disposal of 10,064.02 non-current assets 4. Total profit (“-” means loss) 76,992,533.13 9,793,200.95 Less: Corporate income tax 18,275,878.15 1,776,395.14 5. Net profit (“-” means loss) 58,716,654.98 8,016,805.81 Net profit attributable to owners of 58,716,654.98 8,016,805.81 the Company Minority interests’ income 6. Other comprehensive income net of tax Other comprehensive income net of tax attributable to owners of the 21 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. 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 58,716,654.98 8,016,805.81 Attributable to owners of the 58,716,654.98 8,016,805.81 Company Attributable to minority interests 8. Earnings per share 8.1 Basic earnings per share 0.0989 0.0135 8.2 Diluted earnings per share 0.0989 0.0135 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 , with the corresponding amount for the last period being RMB . 22 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. Legal representative: An Liru Accounting head for this Report: Liu Anping Head of the accounting department: Tu Zhiwen 4. Income statement of the Company Unit: RMB Item January-March 2017 January-March 2016 1. Operating revenues 644,151,697.56 485,727,795.98 Less: Operating costs 516,459,376.64 418,136,181.91 Taxes and surtaxes 3,769,774.35 3,803,996.78 Selling expenses 20,167,698.93 16,872,467.34 Administrative expenses 23,587,173.92 31,004,921.58 Finance costs 4,257,754.14 7,625,098.99 Asset impairment loss 3,760,053.27 4,759,941.43 Add: profit on fair value changes (“-” means loss) Investment income (“-” means loss) Including: Share of profit/loss of associates and joint ventures 2. Operating profit (“-” means loss) 72,149,866.31 3,525,187.95 Add: Non-operating income 830,866.89 1,509,784.98 Including: Profit on disposal of 7,068.09 non-current assets Less: Non-operating expense 677,405.02 Including: Loss on disposal of 10,064.02 non-current assets 3. Total profit (“-” means loss) 72,303,328.18 5,034,972.93 Less: Corporate income tax 18,285,579.28 1,717,007.60 4. Net profit (“-” means loss) 54,017,748.90 3,317,965.33 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 23 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. 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 54,017,748.90 3,317,965.33 7. Earnings per share 7.1 Basic earnings per share 7.2 Diluted earnings per share 5. Consolidated cash flow statement Unit: RMB Item January-March 2017 January-March 2016 1. Cash flows from operating activities: Cash received from sale of 340,551,773.37 253,177,379.60 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 Net increase in deposits of policy holders and investment fund Net increase in disposal of financial 24 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. 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 9,503,697.27 9,056,211.09 Cash received from other operating 1,153,797.83 4,769,459.30 activities Subtotal of cash inflows from operating 351,209,268.47 267,003,049.99 activities Cash paid for goods and services 245,434,309.50 177,887,983.97 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 54,168,020.42 58,831,581.22 Taxes paid 9,928,881.41 24,075,079.68 Cash paid for other operating 34,569,465.91 20,946,190.12 activities Subtotal of cash outflows due to 344,100,677.24 281,740,834.99 operating activities Net cash flows from operating 7,108,591.23 -14,737,785.00 activities 2. Cash flows from investing activities: Cash received from retraction of investments Cash received as investment income Net cash received from disposal of fixed assets, intangible assets and other 4,006,000.00 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 4,006,000.00 25 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. activities Cash paid to acquire fixed assets, intangible assets and other long-term 20,822,151.56 21,547,554.62 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 due to 20,822,151.56 21,547,554.62 investing activities Net cash flows from investing activities -20,822,151.56 -17,541,554.62 3. Cash flows from financing activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received as borrowings 100,000,000.00 Cash received from issuance of bonds Cash received from other financing 7,800,000.00 120,000,000.00 activities Subtotal of cash inflows from financing 107,800,000.00 120,000,000.00 activities Repayment of borrowings 32,500,000.00 53,500,000.00 Cash paid for interest expenses and 4,223,818.75 7,785,627.02 distribution of dividends or profit Including: dividends or profit paid by subsidiaries to minority interests Cash paid for other financing 100,000,000.00 3,000,000.00 activities Sub-total of cash outflows due to 136,723,818.75 64,285,627.02 financing activities Net cash flows from financing -28,923,818.75 55,714,372.98 activities 4. Effect of foreign exchange rate -852,820.26 -266,580.85 changes on cash and cash equivalents 5. Net increase in cash and cash -43,490,199.34 23,168,452.51 equivalents Add: Opening balance of cash and 539,470,064.75 406,098,208.72 26 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. cash equivalents 6. Closing balance of cash and cash 495,979,865.41 429,266,661.23 equivalents 6. Cash flow statement of the Company Unit: RMB Item January-March 2017 January-March 2016 1. Cash flows from operating activities: Cash received from sale of 246,068,601.71 203,352,397.42 commodities and rendering of service Tax refunds received 2,883,660.70 168,260.60 Cash received from other operating 1,061,822.70 5,958,928.42 activities Subtotal of cash inflows from operating 250,014,085.11 209,479,586.44 activities Cash paid for goods and services 237,938,443.93 174,517,489.32 Cash paid to and for employees 51,440,828.65 57,326,632.82 Taxes paid 8,768,295.59 20,658,112.94 Cash paid for other operating 33,027,394.56 18,041,796.70 activities Subtotal of cash outflows due to 331,174,962.73 270,544,031.78 operating activities Net cash flows from operating -81,160,877.62 -61,064,445.34 activities 2. Cash flows from investing activities: Cash received from retraction of investments Cash received as investment income Net cash received from disposal of fixed assets, intangible assets and other 206,000.00 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 206,000.00 activities Cash paid to acquire fixed assets, intangible assets and other long-term 20,822,151.56 20,834,931.62 assets Cash paid for investment 27 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. Net cash paid to acquire subsidiaries and other business units Cash paid for other investing activities Subtotal of cash outflows due to 20,822,151.56 20,834,931.62 investing activities Net cash flows from investing activities -20,822,151.56 -20,628,931.62 3. Cash flows from financing activities: Cash received from capital contributions Cash received as borrowings 50,000,000.00 0.00 Cash received from issuance of bonds Cash received from other financing 7,800,000.00 120,000,000.00 activities Subtotal of cash inflows from financing 57,800,000.00 120,000,000.00 activities Repayment of borrowings 32,500,000.00 53,500,000.00 Cash paid for interest expenses and 4,223,818.75 7,785,627.02 distribution of dividends or profit Cash paid for other financing 100,000,000.00 3,000,000.00 activities Sub-total of cash outflows due to 136,723,818.75 64,285,627.02 financing activities Net cash flows from financing -78,923,818.75 55,714,372.98 activities 4. Effect of foreign exchange rate 601.86 -2,281.77 changes on cash and cash equivalents 5. Net increase in cash and cash -180,906,246.07 -25,981,285.75 equivalents Add: Opening balance of cash and 249,740,892.07 378,450,204.94 cash equivalents 6. Closing balance of cash and cash 68,834,646.00 352,468,919.19 equivalents II Auditor’s report Is this Report audited? □ Yes √ No This Report is not audited. 28 The Report for the First Quarter of 2017—Hubei Sanonda Co., Ltd. Hubei Sanonda Co., Ltd. Legal representative: An Liru April 25, 2017 29