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HUBEI SANONDA CO., LTD ANNUAL REPORT 2010 March 2011

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HUBEI SANONDA CO., LTD ANNUAL REPORT 2010 March 2011 HUBEI SANONDA CO., LTD ANNUAL REPORT 2010 March 2011 Important Notes 1. The Board of Directors and the Supervisory Board as well as Directors, Supervisors and Senior Executives of Hubei Sanonda Co., Ltd. (hereinafter referred to as the Company) hereby confirm that no omission, misstatement, or misleading information exists in this report, and accept, individually and collectively, the responsibilities for the authenticity, accuracy and completeness of the contents of this report. 2. All directors attended and voted at the 24th Session of the 5th Board of Directors of the Company. 3. RSM China Certified Public Accounts Co., Ltd. has audited the 2010 Financial Reports of the Company and issued an unqualified Auditors’ Report for the Company. 4. Mr. Li Zuorong, Chairman of the Board of the Company, Mr. He Xuesong, Chief Financial Officer and concurrently Person who is in Charge of Accounting Organ, hereby confirm that the Financial Report enclosed in this Annual Report is true and complete. Content Content Page Section I Company Profile 1 Section II Summary of Accounting Highlight and Business Highlight 2 Section III Changes in Capital Shares and Particulars about Shareholders 3 Section IV Particulars about Directors, Supervisors, Senior Management and Employees 8 Section V Corporate Governance Structure 13 Section VI Brief Introduction to the Shareholders’ General Meeting 19 Section VII Report of the Board of Directors 20 Section VIII Report of the Supervisory Committee 33 Section IX Significant Events 35 Section X Financial Report 39 Section XI Documents Available for Inspection 129 Section I. Company Profile 1. Legal name of the Company: In Chinese: 湖北沙隆达股份有限公司 Abbr. in Chinese: 沙隆达 In English: HUBEI SANONDA CO., LTD. Abbr. in English: SANONDA 2. Legal Representative: Li Zuorong 3. Secretary of the Board of Directors: Li Zhongxi Securities Affairs Representative: Liang Jiqin Tel: (86) 0716-8208632, 8208632 Fax: (86) 0716-8321099 E-mail: [email protected] Contact Address: No. 93, Beijing East Road, Jingzhou, Hubei 4. Registered Address: No. 93, Beijing East Road, Jingzhou, Hubei Office Address: No. 93, Beijing East Road, Jingzhou, Hubei Post Code: 434001 Internet Website of the Company: http://www.sanonda.cn E-mail of the Company: [email protected] 5. Newspaper for Disclosing the Information Chosen by the Company: China Securities Journal, Securities Times and Ta Kung Pao Internet Website Designated by CSRC for Publishing the Annual Report of the Company: http://www.cninfo.com.cn The Place Where the Annual Report is Prepared and Placed: Office of the Company 6. Stock Exchange Listed With: Shenzhen Stock Exchange Short Form of the Stock: Sanonda A, Sanonda B Stock Code: 000553, 200553 7. Other Relevant Information of the Company Date of initial registration: Nov. 30, 1993 Initial registration organization: Hebei Province Administration Bureau for Industry and Commerce Date of latest change of registration: Dec. 27, 2009 Registration code of corporate business license: 420000400004491 Organization Code: 70696228-7 Registration code of taxation: 421001706962287 Name and office address of Certified Public Accountants engaged by the Company: Domestic: RSM China Certified Public Accounts Co., Ltd. Office Address: 8-9/F, Block A, Corporate Square, 35 Financial Street, Xicheng District, Beijing, PRC 1 Section II. Summary of Accounting Highlight and Business Highlight I. Accounting highlight in fiscal year of 2010 Unit: RMB Yuan Operating profit 29,767,081.14 Total profit 31,880,662.34 Net profit attributable to shareholders of listed company 23,807,551.48 Net profit attributable to shareholders of listed company after deducting 25,817,333.08 non-recurring gains and losses Net cash flow from the operation activities 70,222,290.82 Note: Impact on net profit due from non-recurring gains and losses was RMB -2,009,781.60, the composing are as follows: Unit: RMB Yuan Items Amount Note (if applicable) Gains and losses from disposal of non-current assets -1,302,788.12 Government subsidies recorded into current gains and losses, excluding those related closely to the routine business of the Company 4,781,047.84 and continuously enjoyed by the Company at fixed amounts or ratios according to state policies and regulations Other non-operating income/expense -1,364,678.52 Fees paid by the Company to Sanonda Group Corporation and China Other items of gains and losses fitting the definition of non-recurring -4,850,000.00 National Agrochemical gains and losses Corporation for guarantees they provided for the Company Income tax effects 684,104.70 Minority interests effects 42,532.50 Total -2,009,781.60 - II. Key accounting data and financial indexes in the recent 3 years 1. Major accounting data Unit: RMB Yuan Increase/decrease 2010 2009 2008 year-on-year (%) Gross revenues (Yuan) 1,570,114,175.60 1,650,444,264.94 -4.87% 2,217,343,196.68 Total profit (Yuan) 31,880,662.34 30,791,072.35 3.54% 220,160,318.39 Net profit attributable to the Company’s 23,807,551.48 19,310,850.13 23.29% 159,892,332.65 shareholders (Yuan) Net profit attributable to the Company’s shareholders after 25,817,333.08 832,707.17 3,000.41% 172,732,029.22 deducting non-recurring gains and losses (Yuan) Net cash flows from operating activities 70,222,290.82 188,263,787.62 -62.70% 352,801,347.00 (Yuan) Increase/decrease 31 Dec. 2010 31 Dec. 2009 31 Dec. 2008 year-on-year (%) Total assets (Yuan) 2,014,857,636.00 2,039,070,607.41 -1.19% 2,049,481,852.69 Owners’ equity attributable to the 1,105,608,076.51 1,087,987,662.96 1.62% 1,098,118,236.94 Company’s 2 shareholders (Yuan) Share capital (share) 593,923,220.00 593,923,220.00 0.00% 593,923,220.00 2. Major financial indexes Unit: RMB Yuan Increase/decrease 2010 2009 2008 year-on-year (%) Basic earnings per share 0.0401 0.0325 23.38% 0.2692 (Yuan/share) Diluted earnings per share 0.0401 0.0325 23.38% 0.2692 (Yuan/share) Basic earnings per share after deducting non-recurring gains 0.0435 0.0014 3,007.14% 0.2908 and losses (Yuan/share) Weighted average return on 2.17% 1.77% 0.40% 15.91% net assets (%) Weighted average return on net assets after deducting 2.35% 0.08% 2.27% 17.18% non-recurring gains and losses (%) Net cash flows per share from operating activities 0.12 0.32 -62.50% 0.59 (Yuan/share) Increase/decrease 31 Dec. 2010 31 Dec. 2009 2008 年末 year-on-year (%) Net assets per share attributable to the Company’s 1.86 1.83 1.64% 1.85 shareholders (Yuan/share) 3. Difference under PRC GAAP and IAS Unit: RMB Yuan Net profit attributable to shareholders of the listed Owners’ equity attributable to shareholders of the company listed company Amount in 2010 Amount in 2009 Closing amount Opening amount Under IAS 23,807,551.48 19,310,850.13 1,105,608,076.51 1,087,987,662.96 Under PRC GAAP 23,807,551.48 19,310,850.13 1,105,608,076.51 1,087,987,662.96 Adjusted under IAS: Total difference under 0.00 0.00 0.00 0.00 PRC GAAP and IAS Explanation on the difference under PRC No difference GAAP and IAS 3 Section III. Changes in Capital Shares and Particulars about Shareholders I. Changes in share capital 1. Statement of changes in share capital Unit: Share Subsequent to the Prior to the change Increase/decrease (+,-) change Capitalizat Issuance Bonus ion of Number Proportion of new Other Subtotal Number Proportion shares reserved shares fund I. Shares subject to 42,712 0.01% 42,712 0.01% trading moratorium 1. Shares held by the state 2. Shares held by state-owned corporations 3. Shares held by other domestic investors Including: Shares held by domestic non-state-owned corporations Shares held by domestic natural persons 4. Shares held by overseas investors Including: Shares held by overseas corporations Shares held by overseas natural persons 5. Shares held by 42,712 0.01% 42,712 0.01% senior executives II. Shares not subject 593,880,50 593,880,50 to trading 99.99% 99.99% 8 8 moratorium 1. RMB ordinary 363,880,50 363,880,50 61.27% 61.27% shares 8 8 2. Domestically 230,000,00 230,000,00 38.73% 38.73% listed foreign shares 0 0 3. Overseas listed foreign shares 4. Others III. Total number of 593,923,22 10 593,923,22 100.00% shares 0 0.00% 0 2. There were no changes in shares subject to trading moratorium in the reporting period. 3. Particulars about issuance and listing of shares (1) Over the previous three years as at the end of the reporting period, neither issuance 4 of securities nor listing occurred in the Company. (2) In the reporting period, the total shares and equity structure remained unchanged. (3) There were no employ shares in the Company at present. II. Particulars about the shareholders 1. Particulars about the shares held by the top ten shareholders and statement on shares not subject to trading moratorium held by the top ten shareholders Unit: Share Total number of shareholders 75295 Shares held by the top ten shareholders Shareholding Shares subject to Shares pledged or Name of shareholder Nature Total shares held ratio (%) trading moratorium held frozen State-owned Sanonda Group Corporation 20.02% 118,887,202 0 0 corporation State-owned Assets On behalf of the Administration Bureau of 0.70% 4,169,266 0 0 state Qichun County Domestic natural Li Dongliang 0.52% 3,105,223 0 0 person Domestic natural Yuan Haixiang 0.51% 3,002,349 0 0 person Domestic natural Huang Yangsheng 0.45% 2,678,950 0 0 person Domestic Jingzhou Shashi District Union non-state-owned 0.42% 2,500,000 0 0 Rural Credit Cooperation corporation Domestic natural Luo Qian 0.41% 2,435,666 0 0 person Domestic natural Hong Qina 0.41% 2,412,494 0 0 person Domestic natural
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