HUBEI SANONDA CO., LTD. SUMMARY of ANNUAL REPORT 2005 (B-Share)

Hubei Sanonda Co., Limited Stock Code: 000553, 200553 Short Form of the Stock: Sanonda A, Sanonda B No.: 2006-008 HUBEI SANONDA CO., LTD. SUMMARY OF ANNUAL REPORT 2005 (B-share) §1. Important Notice 1.1 The Board of Directors, the Supervisory Committee, directors, supervisors and senior executives of Hubei Sanonda Co., Ltd. (hereinafter referred to as the Company) individually and collectively accept responsibility for the correctness, accuracy and completeness of the contents of this report and confirm that there are no material omissions or errors which would render any statement misleading. 1.2 All directors attended the Board meeting. 1.3 This report has been prepared in Chinese version and English version respectively. In the event of difference in interpretation between the two versions, the Chinese report shall prevail. 1.4 Hong Kong Ho and Ho & Company audited the financial report of the Company and produced the standard unqualified Auditors’ Report for the Company. 1.5 Chairman of the Board of the Company Mr. Li Zuorong, General Manager Mr. Zheng Xianhai and person in charge of Accounting and Principal in charge of Accounting Organ Mr. He Xuesong hereby confirm that the Financial Report enclosed in the Annual Report is true and complete. §2. Company Profile 2.1 Basic information Short form of the stock Sanonda A, Sanonda B Stock code 000553, 200553 Listed stock exchange Shenzhen Stock Exchange Registered address and Office address Registered address: No. 93, Beijing East Road, Jingzhou, Hubei Office address: No. 93, Beijing East Road, Jingzhou, Hubei Post code Post code of registered address: 434001 Post code of office address: 434001 Internet web site of the Company http://www.sanonda.com.cn E-mail of the Company [email protected] 2.2 Contact person and method Secretary of the Board Securities Affairs Representative Name Li Zhongxi Hu Haosong Hubei Sanonda Co., Limited Contact address No. 93, Beijing East Road, No. 93, Beijing East Road, Jingzhou, Jingzhou, Hubei Hubei Telephone 86-716-8208632 86-716-8208232 Fax 86-716-8208899 86-716-8208899 E-mail [email protected] [email protected] §3. Summary of Accounting Data and Financial Indexes 3.1 Major accounting data Unit: RMB’000 Increase/decrease 2005 2004 2003 over last year（％） Income from main operations 1,261,835 1,134,082.00 11.26% 858,705 Total profit 8,474.00 61,738.00 -86.27% 6,017 Net profit 181.00 63,131.00 -99.71% 8,482 Net cash flow arising from 80,383.00 55,648.00 44.45% 34,627 operating activities Increase/decrease At the end of At the end of At the end of over the end of last year 2005 year 2004 year 2003 year（％） Total assets 1,650,082.00 1,541,286.00 7.06% 1,516,367 Shareholder’s equity 857,395.00 856,856.00 0.06% 793,725 (excluding minority interests) 3.2 Major financial indexes Unit: RMB Increase/decrease 2005 2004 2003 over last year（％） Earnings per share 0.001 0.21 -99.52% 0.03 Return on equity 0.02% 7.37% -7.35% 1.07% Net cash flow per share arising 0.27 0.19 42.11% 0.12 from operating activities Increase/decrease At the end At the end At the end from the end of last of year 2005 of year 2004 of year 2003 year（％） Net assets per share 2.89 2.89 0 2.67 Note: Earnings per share was calculated based on new share capital if share capital was changed from the end of the report period to disclosure date of the report. Items of non-recurring gains and losses Hubei Sanonda Co., Limited □Applicable √Inapplicable 3.3 Difference of net profit as audited by PRC Accounting Rules and Regulations and IFRS √Applicable □Inapplicable Unit: RMB’000 CAS IAS 5,165 181 Net profit Net profit (deficit) under the PRC Accounting Rules and Regulations 5,165 Adjustments: Income from short equity investment - Provision for bad and doubtful debt of receivables - Explanation on Provision for depreciation for fixed assets not ready for use - difference Provision for impairment loss of fixed assets - Amortization of specific allocate funds 160 Adjustment for unrealized loss on investment (1,287) Others (3,857) Net profit under IFRS 181 §4. Changes in Share Capital and Particulars about Shareholders 4.1 Statement of change in shares Unit: share Before the Before the change After the change change Number of Proportion Subtotal Number of Proportion shares (%) shares (%) I. Nontradable shares 84,729,334 28.53% 84,729,334 28.53% 1. Sponsors’ shares Including: Shares held by the State 84,729,334 28.53% 84,729,334 28.53% Share held by domestic legal person Share held by foreign legal person Others 2. Raised legal person’s shares 3. Inner employees shares 4. Preference shares or others II. Tradable shares 212,232,276 71.47% 212,232,276 71.47% 1. RMB ordinary shares 97,232,276 32.74% 97,232,276 32.74% 2. Domestically listed foreign shares 115,000,000 38.73% 115,000,000 38.73% 3. Overseas listed foreign shares Hubei Sanonda Co., Limited 4. Others III. Total shares 296,961,610 100.00% 296,961,610 100.00% 4.2 Statement of shares held by the top ten shareholders and the top ten shareholders of tradable share Unit: share Total number of shareholders at the end of report period 39170 Particulars about shares held by the top ten shareholders Total Number of Share Type of Full name of Shareholder Proportion number of nontradable pledged or shareholders shares held shares held frozen SANONDA GROUP State-owned 27.52% 81,726,625 81,726,625 42,110,000 CORPORATION shareholder QICHUN COUNTY STATE-OWNED ASSETS State-owned 1.01% 3,002,709 3,002,709 0 ADMINISTRATION shareholder BUREAU Foreign ABN AMRO BANK NV 0.42% 1,250,000 0 0 shareholder Foreign SHEN YING 0.34% 1,020,800 0 0 shareholder TAIJI INVESTMENT CO., Foreign 0.33% 1,000,000 0 0 LTD. shareholder GUANGQI INVESTMENT Foreign 0.33% 1,000,000 0 0 CO., LTD. shareholder WANG ZHI CHANG Other 0.33% 977,585 0 0 FINANCING CO., LTD. Foreign 0.29% 864,550 0 0 shareholder TAN DONG SHAN Foreign 0.25% 740,860 0 0 shareholder HUANG JUN YUE Foreign 0.22% 664,570 0 0 shareholder Particulars about shares held by the top ten tradable shareholders Name of shareholders Numbers of tradable Type of shares shares held ABN AMRO BANK 1,250,000 Domestically listed foreign shares NV SHEN YING 1,020,800 Domestically listed foreign shares Hubei Sanonda Co., Limited TAIJI INVESTMENT 1,000,000 Domestically listed foreign shares CO., LTD. GUANGQI INVESTMENT CO., 1,000,000 Domestically listed foreign shares LTD. WANG ZHI CHANG 977,585 RMB ordinary share FINANCING CO., 864,550 Domestically listed foreign shares LTD. TAN DONG SHAN 740,860 Domestically listed foreign shares HUANG JUN YUE 664,570 Domestically listed foreign shares XIE XI XIAN 664,500 Domestically listed foreign shares CHEN CHAO MING 649,700 Domestically listed foreign shares Explanation on The Company was unknown whether there is any associated associated relationship relationship among the top ten shareholders of tradable share, or among the above whether there is any action-in-concert among them as described by shareholders or the Administrative Rules on Information Disclosure about Changing acting-in-concert of Shareholding Status. 4.3 Particulars about holding shareholders and actual controller of the Company 4.3.1 Particulars about change in holding shareholders and actual controller of the Company √Applicable □Inapplicable Name of new controlling shareholder Name of new actual controller ChemChina Agrochemical Corporation Changing date Changing date of new actual controller: Oct. 20, 2005 Disclosure date and newspaper of the changing of controlling shareholder Disclosure date and newspaper of Sep. 10, 2005 the changing of actual controller China Securities Journal, Securities Times and Ta Kung Pao 4.3.2 Introduction of especial situation for holding shareholder and other actual controller 1. The controlling shareholder Name of the controlling shareholder: Sanonda Group Corporation Legal representative: Li Zuorong Registered capital: RMB 240.66 million Date of foundation: 1994 Hubei Sanonda Co., Limited Scope of business: manufacturing and sales of chemical products and pharmaceutical products; import and export trade of pesticide, chemical products and chemical mechanical equipments and fittings; manufacturing and sales of chemical mechanical equipments; production and fixing of steel construction; fixing of chemical engineering and lease of housing. 2.Actual controller Name of the actual controller: ChemChina Agrochemical Corporation Registered capital: RMB 300 million ChemChina Agrochemical Corporation is a large-scale stated-owned sole company subordinate to ChemChina Group Corporation, as well as the wholly-owned subsidiary of ChemChina Group Corporation and one of the specialized companies under ChemChina Group Corporation, who is engaged in investment, development, production and operation of pesticides, chemical fertilizers, fine chemical products and minerals products. ChemChina Group Corporation subordinates to SASAC of State Council, which is state-owned large-scale corporation established after approval by the State Council in 2004. 4.3.3 Property right and controlling relationship between the actual controller of the Company and the Company are as follows: SASAC of State Council 100% ChemChina Group Corporation 100% ChemChina Agrochemical Corporation 100% Sanonda Group Corporation 27.52% Hubei Sanonda Co., Ltd. Hubei Sanonda Co., Limited §5. Particulars about Directors, Supervisors and Senior Executives 5.1 Change in shares held by directors, supervisors and senior executives Drawing Total payment payment drawn from the Holding Holding from the Increase/ Reason Company in shares at shares at shareholding Name Title Sex Age Office term decrease for the report the the companies or of shares change period (after year-begin year-end other related tax parties or not RMB’0000) (Yes / No) Jun.

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