一致B:2016年第一季度报告全文(英文版)

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国药集团一致药业股份有限公司 2016 年第一季度报告全文

China National Accord Medicines Corporation Ltd.

First Quarterly Report 2016

April 2016

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国药集团一致药业股份有限公司 2016 年第一季度报告全文

Section I. Important Notes

Board of Directors and the Supervisory Committee of China National Accord

Medicines Corporation Ltd. (hereinafter referred to as the Company) and its

directors, supervisors and senior executives should guarantee the reality,

accuracy and completion of the quarterly report, there are no any fictitious

statements, misleading statements or important omissions carried in this report,

and shall take legal responsibilities, individual and/or joint.

All Directors are attended the Board Meeting for Quarterly Report deliberation.

Lin Zhaoxiong person in charge of the Company, Wei Pingxiao, person in

charger of accounting works and Wang Ying, person in charger of accounting

organ (accounting officer) hereby confirm that the Financial Report of this

Quarterly Report is authentic, accurate and complete.

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国药集团一致药业股份有限公司 2016 年第一季度报告全文

Section II. Main financial data and changes of shareholders

I. Main accounting data and financial indexes

Whether it has retroactive adjustment or re-statement on previous accounting data for accounting policy changed and accounting

error correction or not

□ Yes √No

Changes of this period over

Current Period Same period of last year

same period of last year

Operating income (RMB) 7,053,846,519.17 6,261,714,700.23 12.65%

Net profit attributable to shareholders of

199,027,472.31 197,026,237.82 1.02%

the listed company(RMB)

Net profit attributable to shareholders of

the listed company after deducting 187,445,696.09 192,315,542.07 -2.53%

non-recurring gains and losses(RMB)

Net cash flow arising from operating

-100,461,465.99 182,179,606.70 -155.14%

activities(RMB)

Basic earnings per share (RMB/Share) 0.549 0.543 1.10%

Diluted earnings per share (RMB/Share) 0.549 0.543 1.10%

Weighted average ROE 3.58% 4.05% -0.47%

Changes of this period-end

At the end of the reporting

At the end of last year over same period-end of last

period

year

Total assets (RMB) 14,172,328,814.96 13,218,349,735.31 7.22%

Net assets attributable to shareholder of

5,652,382,580.33 5,453,393,694.55 3.65%

listed company (RMB)

Items of non-recurring gains and losses

√ Applicable □ Not applicable

In RMB

Amount from year-begin to

Item Note

period-end

Mainly because the subsidiary

Gains/losses from the disposal of non-current asset (including the Guangxi Logistics disposed the

9,117,952.96

write-off that accrued for impairment of assets) house property and obtained

compensation for demolition;

Governmental subsidy reckoned into current gains/losses (not

Mainly due to the various special

including the subsidy enjoyed in quota or ration according to

4,043,684.40 grants received in the current

national standards, which are closely relevant to enterprise’s

period;

business)

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国药集团一致药业股份有限公司 2016 年第一季度报告全文

Mainly because the bad debts of

Reversal of impairment reserve for account receivable with receivables withdrawn alone in

953,105.02

separate impairment testing the previous years have been

taken back in the current period;

Other non-operating income and expenditure except for the

1,110,983.48

aforementioned items

Less: impact on income tax 3,514,045.71

Impact on minority shareholders’ equity (post-tax) 129,903.93

Total 11,581,776.22 --

Concerning the extraordinary profit (gain)/loss defined by Q&A Announcement No.1 on Information Disclosure for Companies

Offering Their Securities to the Public --- Extraordinary Profit/loss, and the items defined as recurring profit (gain)/loss according to

the lists of extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their

Securities to the Public --- Extraordinary Profit/loss, explain reasons

□ Applicable √ Not applicable

In reporting period, the Company has no particular about items defined as recurring profit (gain)/loss according to the lists of

extraordinary profit (gain)/loss in Q&A Announcement No.1 on Information Disclosure for Companies Offering Their Securities to

the Public --- Extraordinary Profit/loss

II. Total number of shareholders at the end of this report period and top ten shareholders

1. Total number of common shareholders at the end of this report period and top ten common shareholders

In shares

Total preference shareholders

Total common shareholders

with voting rights recovered at

16,413 0

at the end of report period end of reporting period (if

applicable)

Top ten shareholders

Amount of Number of share pledged/frozen

Shareholder’s Nature of Proportion of Amount of shares

restricted shares

name shareholder shares held held State of share Amount

held

Sinopharm Group State-owned legal

51.00% 184,942,291 74,482,543

Co., Ltd. person

National Social Domestic non

Security Fund state-owned legal 2.01% 7,298,555

106 combination person

Domestic non

China Securities

state-owned 1.97% 7,132,757

Finance Co., Ltd.

Corporation

HTHK/CMG

FSGUFP-CMG Foreign

1.94% 7,032,720

FIRST STATE Corporation

CHINA

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国药集团一致药业股份有限公司 2016 年第一季度报告全文

GROWTH FD

VALUE

Foreign

PARTNERS 1.42% 5,138,568

Corporation

CLASSIC FUND

Domestic non

CITIC Securities

state-owned 1.38% 5,008,637

Co., Ltd.

Corporation

National Social Domestic non

Security Fund state-owned legal 1.32% 4,783,965

116 combination person

New China Life

Insurance Co.,

Ltd. – Bonus – Domestic non

Individual state-owned 1.16% 4,199,772

bonuses - Corporation

-018L-FH002

Shen

Central Huijin State-owned

1.05% 3,804,400

Investment Ltd. Corporation

China Life

Insurance Co.,

Ltd. – tradition – Domestic non

general insurance state-owned 1.03% 3,750,090

products - Corporation

005L-CT001

Shen

Top ten shareholders with unrestricted shares held

Type of shares

Shareholder’s name Amount of unrestricted shares held

Type Amount

RMB ordinary

Sinopharm Group Co., Ltd. 110,459,748 110,459,748

shares

National Social Security Fund 106 RMB ordinary

7,298,555 7,298,555

combination shares

RMB ordinary

China Securities Finance Co., Ltd. 7,132,757 7,132,757

shares

Domestically

HTHK/CMG FSGUFP-CMG FIRST

7,032,720 listed foreign 7,032,720

STATE CHINA GROWTH FD

shares

Domestically

VALUE PARTNERS CLASSIC

5,138,568 listed foreign 5,138,568

FUND

shares

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国药集团一致药业股份有限公司 2016 年第一季度报告全文

RMB ordinary

CITIC Securities Co., Ltd. 5,008,637 5,008,637

shares

National Social Security Fund 116 RMB ordinary

4,783,965 4,783,965

combination shares

New China Life Insurance Co., Ltd.

RMB ordinary

– Bonus – Individual bonuses - 4,199,772 4,199,772

shares

-018L-FH002 Shen

RMB ordinary

Central Huijin Investment Ltd. 3,804,400 3,804,400

shares

China Life Insurance Co., Ltd. –

RMB ordinary

tradition – general insurance 3,750,090 3,750,090

shares

products - 005L-CT001 Shen

Explanation on associated It is unknown that there exists no associated relationship or belongs to the consistent actionist

relationship among the aforesaid among the above shareholders regulated by the Management Measure of Information

shareholders Disclosure on Change of Shareholding for Listed Companies.

Whether top ten common shareholders or top ten common shareholders with un-restrict shares held have a buy-back agreement

dealing in reporting period

□ Yes √ No

The top ten common shareholders or top ten common shareholders with un-restrict shares held of the Company have no buy-back

agreement dealing in reporting period.

2. Total shareholders with preferred stock held at Period-end and shares held by top ten shareholders with

preferred stock held

□ Applicable √ Not applicable

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国药集团一致药业股份有限公司 2016 年第一季度报告全文

Section III. Significant Events

I. Particulars about material changes in items of main accounting statement and financial

index and explanations of reasons

√Applicable □Not applicable

1. Divided into assets held for sale: a decrease of 2,456,900 yuan compared with the beginning of the period, with a growth rate of

-100.00%, mainly because the underlying assets have been completed in the current transaction;

2. Other current assets: a decrease of 7,106,200 yuan compared with the beginning of the period, with a growth rate of -36.52%,

mainly because the value added tax retained has reduced in the current period;

3. Employee pay payable: a decrease of 68,188,800 yuan compared with the beginning of the period, with a growth rate of -41.50%,

mainly because employee remuneration withdrawn in the previous year has been issued in the current period;

4. Taxes payable: an increase of 39,752,200 yuan compared with the beginning of the period, with a growth rate of 54.56%, mainly

due to the sales growth in current period resulting in an increase of provision for income tax;

5. Non-current liabilities due within one year: an increase of 2,075,200 yuan compared with the beginning of the period, with a

growth rate of 38.11%, mainly due to the increase of member points in the current period;

6. Non-operating expenses: a decrease of 151,700 yuan on a year-on-year basis, with a growth rate of -46.84%, mainly because the

loss of non-current assets disposed in the current period has reduced on a year-on-year basis;

7. Tax refunds received: an increase of 3,753,300 yuan on a year-on-year basis, with a growth rate of 1,125.52%, mainly because the

increase of the amount of exports in the last year has led to an increase of amount of export rebates in the current period;

8. Other cash paid relating to operating activities: a decrease of 24,517,900 yuan on a year-on-year basis, with a growth rate of

-30.29%, mainly due to the decrease of cash outflow related to expenses on a year-on-year basis;

9. Net cash flow from operating activities: a decrease of 283 million yuan on a year-on-year basis, with a growth rate of -155.14%,

mainly because the cash paid for the purchase of goods and the service payments has increased on a year-on-year basis;

10. Net cash received by disposing fixed assets, intangible assets and other long-term assets: an increase of 2,126,900 yuan on a

year-on-year basis, with a growth rate of 9,524.51%, mainly due to an increase of fixed assets income disposed in the current period

on a year-on-year basis;

11. Sub-total of cash inflows from investing activities: an increase of 2,126,900 yuan on a year-on-year basis, with a growth rate of

9,524.51%, mainly due to an increase of fixed asset income disposed in the current period on a year-on-year basis;

12. Cash paid for the purchase and construction of fixed assets, intangible assets and other long-term assets: a decrease of 17,563,300

yuan, with a growth rate of -35.57%, mainly due to a decrease in expenditures for acquisition of fixed assets in the current period on

a year-on-year basis;

13. Other cash paid relating to investing activities: an increase of 26,502,400 yuan on a year-on-year basis, with a growth rate of

10,516.81%, mainly because the earnest money for transferring the stock rights of subsidiaries has been returned in the current

period;

14. Cash received by absorbing investments: a decrease of 1.47 million yuan on a year-on-year basis, with a growth rate of -100.00%,

mainly because there were investment funds paid to minority shareholders of subsidiaries at the same period of last year but there is

no such business in the current period;

15. Cash received from debts: an increase of 46,309,900 yuan on a year-on-year basis, mainly due to an increase in bank loans in the

current period on a year-on-year basis;

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国药集团一致药业股份有限公司 2016 年第一季度报告全文

16. Other cash received relating to financing activities: an increase of 112 million yuan on a year-on-year basis, mainly because the

supply chain financing funds received in the current period have increased on a year-on-year basis;

17. Sub-total of cash inflows from financing activities: an increase of 157 million yuan on a year-on-year basis, with a growth rate of

10,671.16%, mainly because the supply chain financing funds received in the current period have increased on a year-on-year basis;

18. Other cash paid relating to financing activities: a decrease of 27,930,600 yuan on a year-on-year basis, with a growth rate of

-96.27%, mainly because the supply chain financing funds received in the current period have decreased on a year-on-year basis;

19. Net cash flow from financing activities: an increase of 175 million yuan on a year-on-year basis, with a growth rate of 149.72%,

mainly because the supply chain financing funds received in the current period have increased on a year-on-year basis;

20. Effects of exchange rate changes on cash and cash equivalents: a decrease of 9,250.41 yuan on a year-on-year basis, with a

growth rate of -100.00%, mainly due to a decrease in foreign currency holdings on a year-on-year basis.

21. Net increase in cash and cash equivalents: a decrease of 115 million yuan on a year-on-year basis, with a growth rate of -721.18%,

mainly because the net cash flow from operating activities has decreased by 283 million yuan on a year-on-year basis.

II. Analysis and explanation of significant events and their influence and solutions

√Applicable □Not applicable

The company held the 13th meeting of the seventh board of directors on March 9, 2016 which reviewed and

approved the "Proposal on the company’s asset sale, issue of shares and cash purchase of assets and the raise of

matching funds and the program of related transaction", "Proposal on the asset sale, issue of shares and cash

purchase of assets and the raise of matching funds and the related transaction plan of China National Accord

Medicines Corporation Ltd." and other related proposals, and released the announcement about "Asset sale, issue

of shares and cash purchase of assets and the raise of matching funds and the related transaction plan of China

National Accord Medicines Corporation Ltd." on the designated information disclosure media on March 10, 2016.

On March 17, 2016, the company received the "Inquiry letter about the restructuring of China National Accord

Medicines Corporation Ltd." (XKLCZWXH No. [2016] 22) issued by Shenzhen Stock Exchange. The company

has replied the questions involved in the inquiry letter and revised the relevant documents of this major asset

restructuring plan, please see the relevant replies and revision of relevant documents on “Revision announcement

about the asset sale, issue of shares and cash purchase of assets and the raise of matching funds and the related

transaction plan of China National Accord Medicines Corporation Ltd.”, and “Asset sale, issue of shares and cash

purchase of assets and the raise of matching funds and the related transaction plan of China National Accord

Medicines Corporation Ltd.” released on the designated information disclosure media on March 25, 2016.

Since the disclosure of this major asset restructuring plan, the company, transaction parties and engaged

intermediaries are actively promoting the audit, evaluation, and due diligence and other work related to the

restructuring, after the completion of above-mentioned work, the company shall establish the reports and other

documents related to this major asset restructuring, and reconvene the board meeting to consider the relevant

matters involving in this major asset restructuring.

Interim report disclosure website query

Overview of important matters Date of disclosure

index

"Proposal on the asset sale, issue of shares

and cash purchase of assets and the raise of

Juchao Website

matching funds and the related transaction 2016-03-10

(http://www.cninfo.com.cn)

plan of China National Accord Medicines

Corporation Ltd." etc.

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国药集团一致药业股份有限公司 2016 年第一季度报告全文

“Revision announcement about the asset

sale, issue of shares and cash purchase of

assets and the raise of matching funds and

the related transaction plan of China

National Accord Medicines Corporation Juchao Website

2016-03-25

Ltd.”, and revised “Asset sale, issue of (http://www.cninfo.com.cn)

shares and cash purchase of assets and the

raise of matching funds and the related

transaction plan of China National Accord

Medicines Corporation Ltd.”

III. Commitments from the Company or shareholders (with over 5% shares held) in or

occurred in the previous period but continued to reporting period

√Applicable □Not applicable

Type of

Commitment Commitment Implementatio

Commitments Promise commitment Content of commitments

date term n

s

Commitments for

Share Merger

Reform

As a large pharmaceutical

commercial enterprise whose

business involves pharmaceutical

wholesale and retail, Sinopharm

Holding may overlap with the

Company in geographical

segmentation during its future

business development. To avoid

the potential peer competition

brought by such geographical

Commitments in

Commitmen overlap, Sinopharm Holding Normally

report of Sinopharm Long-term

t of undertakes that, upon the transfer 2005-06-21 implement

acquisition or equity Holding effective

shareholders of shares of Sinopharm Holding

change

Guangzhou it held to Accord

Pharma, “1. it will not

newly-establish or broaden within

Guangdong any business

operation that actually compete

with that of Accord Pharma, or

set up any new subsidiaries or

subordinate enterprises who

engage in such business. 2. It will

enter into business delineation

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国药集团一致药业股份有限公司 2016 年第一季度报告全文

with Accord Pharma and

Sinopharm Holding Guangzhou,

thereby giving the three parties

clear geographical areas to carry

out pharmaceutical wholesale and

retail businesses, so as to avoid

potential peer competition. Apart

from above, Sinopharm Holding

will no longer newly-establish

any enterprise that may compete

with Accord Pharma in the

production and R&D of

pharmaceutical products.”

Commitments in

assets reorganization

Sinopharm Holding has

undertaken in the Letter of

Undertaking from Sinopharm

Group Co. Ltd. on Avoiding Peer

Competition that, “I. the

Company and the enterprises it

wholly-owns, controls or has de

facto control over (excluding Controlling

Sinopharm Accord and its shareholder

controlled enterprises, similarly is implement

hereinafter) do not exist any in real

business or operation that would earnest,

constitute substantive peer Sinopharm

Commitments make

Commitmen competition with Sinopharm Accord will

in initial public Sinopharm Long-term

t of Accord and its controlled 2013-09-05 actively urged

offering or Holding effective

shareholders enterprises. II. the Company and the

re-financing

the enterprises it wholly-owns, controlling

controls or has de facto control shareholder

over will not engage in, and actual

participate in or carry out in controller to

Guangdong and Guangxi any fulfill

business or activities that would commitments

constitute substantive competition

with the pharmaceutical

commercial businesses of

Sinopharm Accord. III. The

Company and the enterprises it

wholly-owns, controls or has de

facto control over will not engage

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国药集团一致药业股份有限公司 2016 年第一季度报告全文

in, participate in or carry out any

business or activities that would

constitute substantive competition

with the pharmaceutical industrial

businesses of Sinopharm Accord.

IV. The Company will not make

use of its control over Sinopharm

Accord to damage the legal

interests of Sinopharm Accord

and other shareholders (especially

minority shareholders). The

Letter of Undertaking takes effect

since the date of issue and will

remain effective during the entire

period when the Company has

been the controlling shareholder

or connected party of Sinopharm

Accord. During the validity of the

Undertaking, the Company will

indemnify in time Sinopharm

Accord from any loss which may

arise out of the Company’s

violation of the Undertaking.”

Sinopharm Holding has

undertaken in the Letter of

Undertaking from Sinopharm

Group Co. Ltd. on Controlling

Standardization of the Connected shareholder

Transactions with China National is implement

Accord Medicines Corporation in real

Ltd. that, “I. during the period earnest,

when the Company takes control Sinopharm

Commitmen over Sinopharm Accord, the Accord will

Sinopharm Long-term

t of Company and the companies or 2013-09-05 actively urged

Holding effective

shareholders enterprises it directly or indirectly the

controls (hereinafter referred to as controlling

“Connected Party”) will strictly shareholder

standardize the connected and actual

transactions with Sinopharm controller to

Accord and its controlled fulfill

enterprises. II. for those commitments

connected transactions beyond

avoidance or out of reasonable

causes, the Company and

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国药集团一致药业股份有限公司 2016 年第一季度报告全文

Connected Party will enter into

standardized connected

transaction agreement with

Sinopharm Accord according to

law. Sinopharm Accord will

perform approval procedure

according to relevant laws, rules

and regulations, other

standardization documents and its

constitutional documents, and

fulfill its obligation to disclose

information on connected

transactions. III. For those

connected transactions beyond

avoidance or out of reasonable

causes, the Company and

Connected Party will determine

the prices of connected

transactions based on the prices

of same or similar transactions

entered into by independent third

parties of no connection while

following the principles of open,

fair and just to ensure the

fairness. IV. when the board or

shareholders’ meeting of

Sinopharm Accord votes on the

relevant connected transactions

involving the Company and other

enterprises it controls, the

Company will perform

obligations including that

necessary interested directors and

shareholders shall be abstained

from voting according to relevant

regulations, and follow the legal

procedures for approval of

connected transactions and fulfill

its information disclosure

obligation. V. the Company

guarantees to attend shareholders’

meeting according to the

constitutional documents of

Sinopharm Accord, exercise its

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国药集团一致药业股份有限公司 2016 年第一季度报告全文

corresponding rights and assumed

its corresponding obligations in

an equitable manner, not to take

advantage of its standing as

controlling shareholder to seek

unjust interests, or to use

connected transactions to illegally

transfer capital or profit out of

Sinopharm Accord, or to

prejudice the legal interests of

Sinopharm Accord and other

shareholders (especially minority

shareholders). VI. The Letter of

Undertaking takes effect since the

date of issue and will remain

effective during the entire period

when the Company has been the

controlling shareholder or

connected party of Sinopharm

Accord. During the validity of the

Undertaking, the Company will

indemnify in time Sinopharm

Accord from any loss that may

arise out of the Company’s

violation of the Undertaking.”

”Sinopharm Group has

undertaken in the Letter of

Undertaking from China National Controlling

Pharmaceutical Group shareholder

Corporation on Avoiding the Peer is implement

Competition with China National in real

Accord Medicines Corporation earnest,

Ltd. that, “I. in the coming five Sinopharm

Commitmen years, Sinopharm Group intends Accord will

Sinopharm Long-term

t of actual to take appropriate measures 2013-10-16 actively urged

Group effective

controller including replacement or the

acquisition of assets or equity controlling

reorganization to solve the shareholder

problem of peer competition and actual

between Weiqida and Sinopharm controller to

Accord. II. apart from the fulfill

matters disclosed in the past and commitments

in the Letter of Undertaking, the

Company and the enterprises it

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国药集团一致药业股份有限公司 2016 年第一季度报告全文

wholly-owns, controls or has de

facto control over (excluding

Sinopharm Accord and its

controlled enterprises, similarly

hereinafter) do not directly

engage in, participate in or carry

out within the PRC any business

or activities that would constitute

substantive competition with the

production and operation of

Sinopharm Accord. The relative

undertakings in respect of

avoiding peer competition given

by the Company in the past

remain valid. III. The Company

will not take advantage of its

control over Sinopharm Accord to

damage the legal interests of

Sinopharm Accord and other

shareholders (especially minority

shareholders). IV. The Letter of

Undertaking takes effect since the

date of issue and will remain

effective during the entire period

when the Company has been the

de facto controller or connected

party of Sinopharm Accord.”

Sinopharm Group has undertaken

in the Letter of Undertaking from Controlling

China National Pharmaceutical shareholder

Group Corporation on is implement

Standardization of the Connected in real

Transactions with China National earnest,

Accord Medicines Corporation Sinopharm

Commitmen Ltd that, “I. during the period Accord will

Sinopharm Long-term

t of actual when the Company takes control 2013-09-22 actively urged

Group effective

controller over Sinopharm Accord, the the

Company and the companies or controlling

enterprises it directly or indirectly shareholder

controls (hereinafter referred to as and actual

“Connected Party”) will strictly controller to

standardize the connected fulfill

transactions with Sinopharm commitments

Accord and its controlled

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国药集团一致药业股份有限公司 2016 年第一季度报告全文

enterprises. II. for those

connected transactions beyond

avoidance or out of reasonable

causes, the Company and

Connected Party will enter into

standardized connected

transaction agreement with

Sinopharm Accord according to

law. Sinopharm Accord will

perform approval procedure

according to relevant laws, rules

and regulations, other

standardization documents and its

constitutional documents, and

fulfill its obligation to disclose

information on connected

transactions. III. For those

connected transactions beyond

avoidance or out of reasonable

causes, the Company and

Connected Party will determine

the prices of connected

transactions based on the prices

of same or similar transactions

entered into by independent third

parties of no connection while

following the principles of open,

fair and just to ensure the

fairness. IV. when the board or

shareholders’ meeting of

Sinopharm Accord votes on the

relevant connected transactions

involving the Company and other

enterprises it controls, the

Company will perform

obligations including that

necessary interested directors and

shareholders shall be abstained

from voting according to relevant

regulations, and follow the legal

procedures for approval of

connected transactions and fulfill

its information disclosure

obligation. V. the Company

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国药集团一致药业股份有限公司 2016 年第一季度报告全文

guarantees not to take advantage

of its standing as actual controller

to seek unjust interests, or to use

connected transactions to illegally

transfer capital or profit out of

Sinopharm Accord, or to

prejudice the legal interests of

Sinopharm Accord and other

shareholders (especially minority

shareholders).”VI. The Letter of

Undertaking takes effect since the

date of issue and will remain

effective during the entire period

when the Company has been the

actual controller or connected

party of Sinopharm Accord.

Equity incentive

commitment

Other commitments

for medium and

small shareholders

Completed on time

Yes

or not

IV. Predict of the business performance from January to June 2016

Warnings and reasons of the predict that the cumulative net profit from the begin of the year to the end of next report period may be

loss or have great changes comparing with the same period of last year

□Applicable √Not applicable

V. Securities Investment

□ Applicable √ Not applicable

No security investment in the Period.

VI. Derivative investment

□ Applicable √ Not applicable

No derivative investment in the Period.

VII. Registration form for receiving research, communication and interview in the report period

√Applicable □ Not applicable

Date Method Type of investors Basic situation index of investigation

Research situation see “Investor relations

2016-01-13 Field research Institute activity record on 13 January 2016” that

the Company uploaded to Shenzhen

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国药集团一致药业股份有限公司 2016 年第一季度报告全文

stock exchange interactions

(http://irm.cninfo.com.cn/ssessgs/S0000

28/index.html)

VIII. Guarantee outside against the regulation

□Applicable √Not applicable

The Company had no guarantee outside against the regulation in the period.

IX. Non-operational fund occupation from controlling shareholders and its related party

□ Applicable √ Not applicable

The Company had no non-operational fund occupation form controlling shareholders and its related party in the period.

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国药集团一致药业股份有限公司 2016 年第一季度报告全文

Section IV. Financial Statement

I. Financial statement

1. Consolidate balance sheet

Prepared by China National Accord Medicines Corporation Ltd.

2016-03-31

In RMB

Item Balance at period-end Balance at period-begin

Current assets:

Monetary funds 1,476,829,805.83 1,570,706,970.51

Settlement provisions

Capital lent

Financial liability measured by fair

value and with variation reckoned into

current gains/losses

Derivative financial assets

Notes receivable 827,173,710.53 820,125,807.67

Accounts receivable 7,516,654,933.29 6,153,830,882.75

Accounts paid in advance 59,788,518.91 72,041,261.84

Insurance receivable

Reinsurance receivables

Contract reserve of reinsurance

receivable

Interest receivable

Dividend receivable

Other receivables 46,197,363.97 38,175,884.46

Purchase restituted finance asset

Inventories 2,241,114,541.67 2,533,160,758.28

Divided into assets held for sale 2,456,876.83

Non-current asset due within one

year

Other current assets 12,350,715.19 19,456,915.58

Total current assets 12,180,109,589.39 11,209,955,357.92

Non-current assets:

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国药集团一致药业股份有限公司 2016 年第一季度报告全文

Loans and payments on behalf

Finance asset available for sales

Held-to-maturity investment

Long-term account receivable

Long-term equity investment 190,892,496.96 180,831,714.55

Investment property 142,669,542.33 145,102,318.77

Fixed assets 1,098,019,776.18 1,079,412,437.53

Construction in progress 142,266,655.14 176,096,786.58

Engineering material

Disposal of fixed asset

Productive biological asset

Oil and gas asset

Intangible assets 136,860,507.21 137,720,156.55

Expense on Research and

5,619,315.47 5,619,315.47

Development

Goodwill 79,378,833.15 79,378,833.15

Long-term expenses to be

38,791,881.83 40,464,563.93

apportioned

Deferred income tax asset 84,499,424.29 88,210,062.44

Other non-current asset 73,220,793.01 75,558,188.42

Total non-current asset 1,992,219,225.57 2,008,394,377.39

Total assets 14,172,328,814.96 13,218,349,735.31

Current liabilities:

Short-term loans 1,327,167,887.16 1,212,959,267.74

Loan from central bank

Absorbing deposit and interbank

deposit

Capital borrowed

Financial liability measured by fair

value and with variation reckoned into

current gains/losses

Derivative financial liability

Notes payable 1,159,255,532.51 1,301,594,416.81

Accounts payable 4,744,168,373.49 4,036,910,159.14

Accounts received in advance 53,354,398.79 56,943,167.40

Selling financial asset of

repurchase

Commission charge and

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国药集团一致药业股份有限公司 2016 年第一季度报告全文

commission payable

Wage payable 96,127,182.14 164,315,934.17

Taxes payable 112,615,669.79 72,863,480.20

Interest payable 6,111,460.23 6,544,067.19

Dividend payable

Other accounts payable 576,015,459.88 468,450,153.85

Reinsurance payables

Insurance contract reserve

Security trading of agency

Security sales of agency

Divided into liability held for sale

Non-current liabilities due within 1

7,520,033.19 5,444,858.84

year

Other current liabilities

Total current liabilities 8,082,335,997.18 7,326,025,505.34

Non-current liabilities:

Long-term loans 72,495,172.30 72,495,172.30

Bonds payable

Including: preferred stock

Perpetual capital

securities

Long-term account payable 9,327,331.42 8,394,559.05

Long-term wages payable 2,549,520.00 2,499,100.00

Special accounts payable 1,287,000.00 1,287,000.00

Accrual liabilities

Deferred income 164,314,411.13 173,099,023.98

Deferred income tax liabilities 23,119,723.98 22,647,074.06

Other non-current liabilities 45,427,343.31 45,427,343.31

Total non-current liabilities 318,520,502.14 325,849,272.70

Total liabilities 8,400,856,499.32 7,651,874,778.04

Owner’s equity:

Share capital 362,631,943.00 362,631,943.00

Other equity instrument

Including: preferred stock

Perpetual capital

securities

20

国药集团一致药业股份有限公司 2016 年第一季度报告全文

Capital public reserve 1,863,894,533.34 1,863,894,533.34

Less: Inventory shares

Other comprehensive income

Reasonable reserve

Surplus public reserve 181,315,971.50 181,315,971.50

Provision of general risk

Retained profit 3,244,540,132.49 3,045,551,246.71

Total owner’s equity attributable to

5,652,382,580.33 5,453,393,694.55

parent company

Minority interests 119,089,735.31 113,081,262.72

Total owner’s equity 5,771,472,315.64 5,566,474,957.27

Total liabilities and owner’s equity 14,172,328,814.96 13,218,349,735.31

Legal Representative: Lin Zhaoxiong

Person in charge of accounting works: Wei Pingxiao

Person in charge of accounting institute: Wang Ying

2. Balance Sheet of Parent Company

In RMB

Item Closing balance Opening balance

Current assets:

Monetary funds 435,571,746.30 429,437,078.35

Financial liability measured by fair

value and with variation reckoned into

current gains/losses

Derivative financial liability

Notes receivable 6,797,635.32 43,896,287.87

Accounts receivable 606,415,383.70 381,093,808.53

Account paid in advance 1,789,968.89 5,452,046.55

Interest receivable 1,967,461.71 2,053,659.27

Dividends receivable

Other receivables 1,623,382,771.08 1,613,862,656.17

Inventories 163,105,942.26 182,659,794.51

Divided into assets held for sale

Non-current assets maturing within

one year

Other current assets 39,482.38 39,482.38

Total current assets 2,839,070,391.64 2,658,494,813.63

21

国药集团一致药业股份有限公司 2016 年第一季度报告全文

Non-current assets:

Available-for-sale financial assets

Held-to-maturity investments

Long-term receivables

Long-term equity investments 2,805,291,991.34 2,795,231,208.93

Investment property 4,177,792.46 4,379,786.84

Fixed assets 421,747,206.06 391,937,393.50

Construction in progress 98,147,535.71 129,851,067.29

Project materials

Disposal of fixed assets

Productive biological assets

Oil and natural gas assets

Intangible assets 35,507,533.83 35,678,610.77

Research and development costs

Goodwill

Long-term deferred expenses 7,083,730.42 7,417,691.74

Deferred income tax assets 2,906,189.80 2,906,189.80

Other non-current assets 35,700,861.50 34,856,698.50

Total non-current assets 3,410,562,841.12 3,402,258,647.37

Total assets 6,249,633,232.76 6,060,753,461.00

Current liabilities:

Short-term borrowings 190,000,000.00 106,000,000.00

Financial liability measured by fair

value and with variation reckoned into

current gains/losses

Derivative financial liability

Notes payable 171,340,931.37 285,394,838.22

Accounts payable 440,401,314.96 292,794,309.39

Accounts received in advance 5,361,477.29 5,841,769.74

Wage payable 15,529,796.84 22,441,125.24

Taxes payable 8,441,746.68 10,770,924.28

Interest payable 352,433.94 354,492.17

Dividend payable

Other accounts payable 737,363,557.74 680,741,770.79

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国药集团一致药业股份有限公司 2016 年第一季度报告全文

Divided into liability held for sale

Non-current liabilities due within 1

year

Other current liabilities

Total current liabilities 1,568,791,258.82 1,404,339,229.83

Non-current liabilities:

Long-term loans 72,495,172.30 72,495,172.30

Bonds payable

Including: preferred stock

Perpetual capital

securities

Long-term account payable

Long-term wages payable 72,000.00 72,000.00

Special accounts payable 800,000.00 800,000.00

Projected liabilities

Deferred income 4,949,999.98 5,074,999.99

Deferred income tax liabilities 3,773,319.00 3,773,319.00

Other non-current liabilities

Total non-current liabilities 82,090,491.28 82,215,491.29

Total liabilities 1,650,881,750.10 1,486,554,721.12

Owners’ equity:

Share capita 362,631,943.00 362,631,943.00

Other equity instrument

Including: preferred stock

Perpetual capital

securities

Capital public reserve 1,869,692,921.70 1,869,692,921.70

Less: Inventory shares

Other comprehensive income

Reasonable reserve

Surplus reserve 181,315,971.50 181,315,971.50

Retained profit 2,185,110,646.46 2,160,557,903.68

Total owner’s equity 4,598,751,482.66 4,574,198,739.88

Total liabilities and owner’s equity 6,249,633,232.76 6,060,753,461.00

23

国药集团一致药业股份有限公司 2016 年第一季度报告全文

3. Consolidated Profit Statement

In RMB

Item Current Period Last Period

I. Total operating income 7,053,846,519.17 6,261,714,700.23

Including: Operating income 7,053,846,519.17 6,261,714,700.23

Interest income

Insurance gained

Commission charge and commission

income

II. Total operating cost 6,808,388,675.34 6,022,798,273.95

Including: Operating cost 6,519,978,864.87 5,727,401,760.21

Interest expense

Commission charge and commission

expense

Cash surrender value

Net amount of expense of

compensation

Net amount of withdrawal of

insurance contract reserve

Bonus expense of guarantee slip

Reinsurance expense

Operating tax and extras 14,380,933.14 13,110,911.30

Sales expenses 145,882,059.43 149,553,656.91

Administration expenses 103,771,187.01 101,713,713.18

Financial expenses 21,233,905.22 27,144,103.26

Losses of devaluation of asset 3,141,725.67 3,874,129.09

Add: Changing income of fair

value(Loss is listed with “-”)

Investment income (Loss is listed

10,060,782.41 12,709,847.11

with “-”)

Including: Investment income on

10,060,782.41 12,709,847.11

affiliated company and joint venture

Exchange income (Loss is listed

with “-”)

III. Operating profit (Loss is listed with

255,518,626.24 251,626,273.39

“-”)

24

国药集团一致药业股份有限公司 2016 年第一季度报告全文

Add: Non-operating income 6,777,356.51 5,960,690.37

Including: Disposal gains of

1,484,859.51 2,827.43

non-current asset

Less: Non-operating expense 172,206.34 323,927.54

Including: Disposal loss of

34,377.22 121,498.58

non-current asset

IV. Total Profit (Loss is listed with “-”) 262,123,776.41 257,263,036.22

Less: Income tax expense 57,126,418.04 55,141,543.92

V. Net profit (Net loss is listed with “-”) 204,997,358.37 202,121,492.30

Net profit attributable to owner’s of

199,027,472.31 197,026,237.82

parent company

Minority shareholders’ gains and

5,969,886.06 5,095,254.48

losses

VI. Net after-tax of other comprehensive

income

Net after-tax of other comprehensive

income attributable to owners of parent

company

(I) Other comprehensive income

items which will not be reclassified

subsequently to profit of loss

1. Changes as a result of

re-measurement of net defined benefit

plan liability or asset

2. Share of the other

comprehensive income of the investee

accounted for using equity method which

will not be reclassified subsequently to

profit and loss

(II) Other comprehensive income

items which will be reclassified

subsequently to profit or loss

1. Share of the other

comprehensive income of the investee

accounted for using equity method which

will be reclassified subsequently to profit

or loss

2. Gains or losses arising

from changes in fair value of

available-for-sale financial assets

25

国药集团一致药业股份有限公司 2016 年第一季度报告全文

3. Gains or losses arising

from reclassification of held-to-maturity

investment as available-for-sale financial

assets

4. The effect hedging portion

of gains or losses arising from cash flow

hedging instruments

5. Translation differences

arising on translation of foreign currency

financial statements

6. Other

Net after-tax of other comprehensive

income attributable to minority

shareholders

VII. Total comprehensive income 204,997,358.37 202,121,492.30

Total comprehensive income

199,027,472.31 197,026,237.82

attributable to owners of parent Company

Total comprehensive income

5,969,886.06 5,095,254.48

attributable to minority shareholders

VIII. Earnings per share:

(i) Basic earnings per share 0.549 0.543

(ii) Diluted earnings per share 0.549 0.543

Legal Representative: Lin Zhaoxiong

Person in charge of accounting works: Wei Pingxiao

Person in charge of accounting institute: Wang Ying

4. Profit Statement of Parent Company

In RMB

Item Current Period Last Period

I. Operating income 749,904,714.81 682,110,778.60

Less: Operating cost 722,509,130.22 651,556,733.03

Operating tax and extras 1,619,254.47 1,291,426.07

Sales expenses 10,022,247.07 11,197,849.92

Administration expenses 11,851,048.63 10,188,227.73

Financial expenses -15,476,187.80 -15,344,108.10

Losses of devaluation of asset 181,694.80 142,228.63

Add: Changing income of fair

value(Loss is listed with “-”)

26

国药集团一致药业股份有限公司 2016 年第一季度报告全文

Investment income (Loss is

10,060,782.41 12,709,847.11

listed with “-”)

Including: Investment income

10,060,782.41 12,709,847.11

on affiliated company and joint venture

II. Operating profit (Loss is listed

29,258,309.83 35,788,268.43

with “-”)

Add: Non-operating income 125,086.40 2.62

Including: Disposal gains of

non-current asset

Less: Non-operating expense 0.01

Including: Disposal loss of

non-current asset

III. Total Profit (Loss is listed with

29,383,396.23 35,788,271.04

“-”)

Less: Income tax expense 4,830,653.45 5,769,605.99

IV. Net profit (Net loss is listed with

24,552,742.78 30,018,665.05

“-”)

V. Net after-tax of other comprehensive

income

(I) Other comprehensive income

items which will not be reclassified

subsequently to profit of loss

1. Changes as a result of

re-measurement of net defined benefit

plan liability or asset

2. Share of the other

comprehensive income of the investee

accounted for using equity method

which will not be reclassified

subsequently to profit and loss

(II) Other comprehensive income

items which will be reclassified

subsequently to profit or loss

1. Share of the other

comprehensive income of the investee

accounted for using equity method

which will be reclassified subsequently

to profit or loss

2. Gains or losses arising

from changes in fair value of

27

国药集团一致药业股份有限公司 2016 年第一季度报告全文

available-for-sale financial assets

3. Gains or losses arising

from reclassification of held-to-maturity

investment as available-for-sale

financial assets

4. The effect hedging

portion of gains or losses arising from

cash flow hedging instruments

5. Translation differences

arising on translation of foreign

currency financial statements

6. Other

VI. Total comprehensive income 24,552,742.78 30,018,665.05

VII. Earnings per share:

(i) Basic earnings per share

(ii) Diluted earnings per share

5. Consolidated Cash Flow Statement

In RMB

Item Current Period Last Period

I. Cash flows arising from operating

activities:

Cash received from selling

commodities and providing labor 6,388,288,249.42 6,225,835,431.92

services

Net increase of customer deposit

and interbank deposit

Net increase of loan from central

bank

Net increase of capital borrowed

from other financial institution

Cash received from original

insurance contract fee

Net cash received from reinsurance

business

Net increase of insured savings and

investment

Net increase of amount from

disposal financial assets that measured

28

国药集团一致药业股份有限公司 2016 年第一季度报告全文

by fair value and with variation

reckoned into current gains/losses

Cash received from interest,

commission charge and commission

Net increase of capital borrowed

Net increase of returned business

capital

Write-back of tax received 4,086,750.89 333,471.38

Other cash received concerning

23,407,284.10 29,217,661.76

operating activities

Subtotal of cash inflow arising from

6,415,782,284.41 6,255,386,565.06

operating activities

Cash paid for purchasing

commodities and receiving labor 6,089,255,619.56 5,644,089,272.34

service

Net increase of customer loans

and advances

Net increase of deposits in central

bank and interbank

Cash paid for original insurance

contract compensation

Cash paid for interest, commission

charge and commission

Cash paid for bonus of guarantee

slip

Cash paid to/for staff and workers 230,667,038.12 215,442,209.33

Taxes paid 139,883,077.94 132,719,577.58

Other cash paid concerning

56,438,014.78 80,955,899.11

operating activities

Subtotal of cash outflow arising from

6,516,243,750.40 6,073,206,958.36

operating activities

Net cash flows arising from operating

-100,461,465.99 182,179,606.70

activities

II. Cash flows arising from investing

activities:

Cash received from recovering

investment

Cash received from investment

income

29

国药集团一致药业股份有限公司 2016 年第一季度报告全文

Net cash received from disposal of

fixed, intangible and other long-term 2,149,217.61 22,330.68

assets

Net cash received from disposal of

subsidiaries and other units

Other cash received concerning

investing activities

Subtotal of cash inflow from investing

2,149,217.61 22,330.68

activities

Cash paid for purchasing fixed,

31,818,451.80 49,381,727.56

intangible and other long-term assets

Cash paid for investment

Net increase of mortgaged loans

Net cash received from

subsidiaries and other units obtained

Other cash paid concerning

26,754,358.77 252,000.00

investing activities

Subtotal of cash outflow from investing

58,572,810.57 49,633,727.56

activities

Net cash flows arising from investing

-56,423,592.96 -49,611,396.88

activities

III. Cash flows arising from financing

activities

Cash received from absorbing

1,470,000.00

investment

Including: Cash received from

absorbing minority shareholders’ 1,470,000.00

investment by subsidiaries

Cash received from loans 46,309,896.11

Cash received from issuing bonds

Other cash received concerning

112,026,204.05

financing activities

Subtotal of cash inflow from financing

158,336,100.16 1,470,000.00

activities

Cash paid for settling debts 80,100,000.00 63,839,764.78

Cash paid for dividend and profit

19,157,310.80 25,275,601.52

distributing or interest paying

Including: Dividend and profit of

30

国药集团一致药业股份有限公司 2016 年第一季度报告全文

minority shareholder paid by

subsidiaries

Other cash paid concerning

1,082,001.86 29,012,559.76

financing activities

Subtotal of cash outflow from

100,339,312.66 118,127,926.06

financing activities

Net cash flows arising from financing

57,996,787.50 -116,657,926.06

activities

IV. Influence on cash and cash

equivalents due to fluctuation in 9,250.41

exchange rate

V. Net increase of cash and cash

-98,888,271.45 15,919,534.17

equivalents

Add: Balance of cash and cash

1,569,226,304.36 854,212,006.84

equivalents at the period -begin

VI. Balance of cash and cash

1,470,338,032.91 870,131,541.01

equivalents at the period -end

6. Cash Flow Statement of Parent Company

In RMB

Item Current Period Last Period

I. Cash flows arising from operating

activities:

Cash received from selling

commodities and providing labor 649,815,583.17 711,445,698.87

services

Write-back of tax received

Other cash received concerning

7,378,429.80 3,324,178.44

operating activities

Subtotal of cash inflow arising from

657,194,012.97 714,769,877.31

operating activities

Cash paid for purchasing

commodities and receiving labor 660,517,729.80 697,915,966.60

service

Cash paid to/for staff and workers 21,139,613.30 18,182,948.12

Taxes paid 12,632,832.46 6,338,325.38

Other cash paid concerning

3,957,308.12 8,502,230.29

operating activities

31

国药集团一致药业股份有限公司 2016 年第一季度报告全文

Subtotal of cash outflow arising from

698,247,483.68 730,939,470.39

operating activities

Net cash flows arising from operating

-41,053,470.71 -16,169,593.08

activities

II. Cash flows arising from investing

activities:

Cash received from recovering

investment

Cash received from investment

17,461,541.74 15,334,120.54

income

Net cash received from disposal of

fixed, intangible and other long-term

assets

Net cash received from disposal of

subsidiaries and other units

Other cash received concerning

524,540,000.00 735,380,315.47

investing activities

Subtotal of cash inflow from investing

542,001,541.74 750,714,436.01

activities

Cash paid for purchasing fixed,

16,955,491.97 43,164,474.15

intangible and other long-term assets

Cash paid for investment

Net cash received from

subsidiaries and other units

Other cash paid concerning

551,283,252.00 765,721,572.00

investing activities

Subtotal of cash outflow from investing

568,238,743.97 808,886,046.15

activities

Net cash flows arising from investing

-26,237,202.23 -58,171,610.14

activities

III. Cash flows arising from financing

activities

Cash received from absorbing

investment

Cash received from loans 80,100,000.00 57,656,125.85

Cash received from issuing bonds

Other cash received concerning

1,356,395,860.16

financing activities

32

国药集团一致药业股份有限公司 2016 年第一季度报告全文

Subtotal of cash inflow from financing

1,436,495,860.16 57,656,125.85

activities

Cash paid for settling debts 80,100,000.00 10,000,000.00

Cash paid for dividend and profit

2,805,513.22 4,011,288.08

distributing or interest paying

Other cash paid concerning

1,280,165,006.05 2,000,160.00

financing activities

Subtotal of cash outflow from

1,363,070,519.27 16,011,448.08

financing activities

Net cash flows arising from financing

73,425,340.89 41,644,677.77

activities

IV. Influence on cash and cash

equivalents due to fluctuation in

exchange rate

V. Net increase of cash and cash

6,134,667.95 -32,696,525.45

equivalents

Add: Balance of cash and cash

429,437,078.35 257,173,314.81

equivalents at the period -begin

VI. Balance of cash and cash

435,571,746.30 224,476,789.36

equivalents at the period -end

II. Audit report

Whether the first quarterly report had been audited or not

□ Yes √ No

The first quarterly report of the Company had not been audited.

33

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