Share’s name: Jiangling Motors Share’s code: 000550 No.: 2009-027 Jiangling B 200550 Jiangling Motors Corporation, Ltd. 2009 Third Quarter Report §1 Important Note 1.1 The Board of Directors and its members, the Supervisory Board and its members, and the senior executives are jointly and severally liable for the truthfulness, accuracy and completeness of the information disclosed in the report and undertake that the information disclosed herein does not contain false statements, misrepresentations or major omissions. 1.2 The Directors, Supervisors, and Senior Management undertake and have no objection to the truthfulness, accuracy and completeness of the contents of the Third Quarter Report. 1.3 Approval of this report was obtained by a paper meeting. Mr. Cui Yunjiang resigned from his directorship in the Company due to work reason. All other directors signed the resolution of this meeting. 1.4 The financial statements in this Quarterly Report are not audited. 1.5 Chairman Wang Xigao, President Yuan-Ching Chen, CFO Joseph Verga and Chief of Finance Department, Wu Jiehong, confirm that the financial statements in this Quarterly Report are truthful and complete. 1.6 All financial data in this Quarterly Report are prepared under International Financial Reporting Standards (‘IFRS’) unless otherwise specified. 1§2 Brief Introduction 2.1 Main accounting data and financial indicators Unit: RMB’000 At the end of reporting period At the end of the previous year Change (%) Total Assets 7,438,040 5,963,778 24.72 Shareholder’s equity Attributable to the Equity Holders of the Company 4,556,750 4,050,382 12.50 Share Capital 863,214 863,214 0 Net Assets Per Share Attributable to the Equity Holders of the Company (RMB) 5.28 4.69 12.50 Reporting period (2009 third quarter) Change (%) Beginning of year to end of reporting period Change (%) Revenue 2,776,585 30.94 7,499,031 11.84 Profit Attributable to the Equity Holders of the Company 335,480 213.53 765,332 20.05 Net Cash Generated From Operating Activities - - 2,355,716 888.10 Net Cash Flow Per Share from Operating Activities (RMB) - - 2.73 888.10 Basic Earnings Per Share (RMB) 0.39 213.53 0.89 20.05 Diluted Earnings Per Share (RMB) 0.39 213.53 0.89 20.05 Return on Net Asset Ratio (%) 7.36 Up 4.54 percentage points 16.80 Up 0.78 percentage points 22.2 Total number of shareholders and top ten shareholders holding unlimited tradable shares as at the end of reporting period Total shareholders at the end of reporting period JMC had 23,218 shareholders, including 14,263 A-share holders and 8,955 B-share holders, as of September 30, 2009. Top ten shareholders holding unlimited tradable shares Name Shares as of September 30, 2009 Share Type Jiangling Motor Holding Co., Ltd. (”JMH”) 354,176,000 A share Ford Motor Company 258,964,200 B share Bosera Thematic Sector Equity Securities Investment Fund 13,304,508 A share Shanghai Automotive Co., Ltd. 13,019,610 A share Bosera Emerging Growth Securities Investment Fund 8,700,000 A share Dragon Billion China Master Fund 8,089,221 B share Abn Amro Teda Evaluation Securities Investment Fund 6,990,004 A share First State Cinda Leaders Growth Equity Securities Investment Fund 5,995,987 A share Bank of Communications Schroder Blue Chip Securities Investment Fund 5,975,711 A share Changsheng Tongde Thematic Growth Securities Investment Fund 5,500,928 A share §3 Major Events 3.1 Causes and explanations of major changes of financial indicators compared with those of previous reporting period □√Applicable □Not Applicable In the first nine months of 2009, the Company achieved a sales volume of 82,718 units, including 34,403 JMC-brand trucks, 24,795 JMC-brand pickups and SUVs, and 23,520 Ford-brand commercial vehicles. Total sales volume was up 10% from the same period last year. Under IFRS, revenue and net profit for the first nine months of 2009 was RMB 7,499 million and RMB 765 million, up 11.84% and 20.05% respectively from the same period last year. In the third quarter of 2009, net profit was RMB 335 million, up 213.53% from the same period last year, and gross profit margin was 26%, approximately up 6 percentage points from the same period last year, primarily reflecting sales volume increase and material cost decrease. Cash and cash equivalents at the end of the reporting period were increased by RMB 1,714 million, up 113% from the end of 2008, and net cash generated from operating activities in the first nine months of 2009 increased by 2,117 million, up 888% from the same period last year, primarily reflecting sales increase, reduction of receivables and inventories, increases in account & bills 3payables to suppliers, advances from dealers, and tax payable to tax authorities. Trade and other payables increased by RMB 942 million, up 60% from the end of 2008, primarily reflecting production volume increase. Income tax expenses in the reporting period were increased by RMB 36 million, up 165% compared with the same period last year, primarily reflecting the increase of PBT. 3.2 Analysis of major events, their impacts and resolutions □Applicable □√Not Applicable 3.3 Implementation of commitments made by the Company, shareholders or actual controlling parties Item Commitments’ Content Implementation of commitments Share reform * In the reporting period, JMH exercised its commitments sincerely and did not breach the promise. Shares trading restriction None N/A Acquisition report or Statement of changes in equity None N/A Major asset restructuring None N/A Initial Public Offering None N/A Other commitments (including additional commitments) None N/A *JMH, which holds 41.03% of JMC total shares, issued letters of commitment, and declared and promised the following: (1) according to the requirements of Rules on Implementing the Full Tradable Share Reform of the Listed Companies, legal commitments will be fulfilled in accordance with provisions of the stock exchange rules, regulations and laws; (2) the promisor ensures that it will compensate losses resulting from partial or complete non-fulfillment of its promises to other shareholders; and (3) the promisor will fulfill its commitments faithfully and accept relevant legal responsibility, and it will not transfer its shares unless the transferee agrees and accepts liability to undertake the responsibility of the promise. JMH promises specifically to pay the consideration on behalf of the unlisted-share holders who opposed the Share Reform or did not express their 4opinions. The above-mentioned unlisted-share holders should repay the consideration paid by JMH and the interest, or obtain written consent from JMH, if they want to list their shares. 3.4 Warning and explanations as to the situation that accumulated net profit during the period from year beginning to the end of next reporting period may be negative or, compared with the same period last year, may have a substantial change □Applicable □√Not Applicable 3.5 Explanations on other major events 3.5.1 External research and media interviews with the Company in the reporting period Date Place Communication Method Object Information discussed and sources offered July 8, 2009 In the Company Oral Communication Eleven analysts from Shenyin & Wanguo Securities Co., Ltd., Everbright Securities Co., Ltd., SYWG Bnp Paribas Asset Management Co., Ltd., Abn Amro Teda Fund Management Co., Ltd., Bosera Fund Management Co., Ltd., Huaan Fund Management Co., Ltd., Harvest Fund Management Co., Ltd. JMC Operating highlights July 22, 2009 In the Company Oral Communication Two analysts from GF Fund Management Co., Ltd., China Galaxy Securities Limited JMC Operating highlights August 4, 2009 In the Company Oral Communication Four analysts from BOC International (China) Limited, China Post Fund Management Co., Ltd., Soohow Asset Management Co., Ltd. JMC Operating highlights August 18, 2009 In the Company Oral Communication An analyst from Rongtong Fund Management Co., Ltd. JMC Operating highlights August 19, 2009 In the Company Oral Communication Two analysts from China Post Fund Management Co., Ltd., Lion Fund Management Co., Ltd. JMC Operating highlights August 27, 2009 In the Company Oral Communication Six analysts from Everbright Securities Co., Ltd., Changsheng Fund Management Co., Ltd., Harvest Fund Management Co., Ltd., PICC, Bosera Fund Management Co., Ltd., E Fund Management Co., Ltd. JMC Operating highlights 5September 9, 2009 In the Company Oral Communication Five analysts from Dongxing Securities Co., Ltd., Huatai Securities Co., Ltd., China Galaxy Securities Limited, Guoyuan Securities Co., Ltd. JMC Operating highlights Board of Directors Jiangling Motors Corporation, Ltd. October 28, 2009 6Appendix Jiangling Motors Corporation, Ltd. Consolidated Balance Sheet (Prepared under International Financial Reporting Standards) (All amounts in RMB thousands) 30 September 2009* 31 December 2008 ASSETS Non-current assets Property, plant and equipment 2,471,358 2,362,871 Lease prepayment 286,024 290,916 Intangible assets 34,439 35,680 Investments in associates 15,658 16,136 Other non-current assets 200 300 Deferred income tax assets 96,813 105,233 2,904,492 2,811,136 Current assets Inventories 875,660 1,057,873 Trade and other receivables 432,559 583,161 Cash and cash equivalents 3,225,329 1,511,608 4,533,548 3,152,642 Total assets 7,438,040 5,963,778 EQUITY Capital and reserves attributable to the Company’s equity holders Share capital 863,214 863,214 Share premium 816,609 816,609 Other reserves 457,650 457,650 Retained earnings 2,419,277 1,912,909 4,556,750 4,050,382 Minority interest in equity 123,529 100,708 Total equity 4,680,279 4,151,090 LIABILITIES Non-current liabilities Borrowings 7,826 8,056 Retirement benefit obligations 67,069 72,602 Warranty provisions 121,213 99,079 196,108 179,737 Current liabilities Trade and other payables 2,522,256 1,580,530 Borrowings 25,447 39,117 Retirement benefits obligations 13,950 13,304 2,561,653 1,632,951 Total liabilities 2,757,761 1,812,688 Total equity and liabilities 7,438,040 5,963,778 *: Unaudited financial indexes 7Jiangling Motors Corporation, Ltd. Consolidated Income Statement (Prepared under International Financial Reporting Standards) (All amounts in RMB thousands) 2009.7.1- 2009.9.30* 2008.7.1- 2008.9.30* 2009.1.1- 2009.9.30* 2008.1.1- 2008.9.30* Revenue 2,776,585 2,120,529 7,499,031 6,705,259 Sales tax (50,892) (33,189) (127,137) (112,618) Cost of sales (1,998,445) (1,658,785) (5,548,357) (5,116,775) Gross profit 727,248 428,555 1,823,537 1,475,866 Distribution costs (215,850) (176,063) (535,004) (541,723) Administrative expenses (134,821) (146,059) (390,199) (398,562) Other income 3,050 687 5,343 167,514 Operating profit 379,627 107,120 903,677 703,095 Finance income 18,771 20,460 40,555 46,402 Finance costs (1,706) (1,262) (3,186) (2,682) Finance income -net 17,065 19,198 37,369 43,720 Share of profit of associates 1,899 1,280 3,816 4,774 Profit before income tax 398,591 127,598 944,862 751,589 Income tax expense (58,304) (21,995) (156,709) (110,004) Profit for the period 340,287 105,603 788,153 641,585 Attributable to: Equity holders of the Company 335,480 107,000 765,332 637,488 Minority interest 4,807 (1,397) 22,821 4,097 340,287 105,603 788,153 641,585 Earnings per share for profit attributable to the equity holders of the Company (expressed in RMB per share) - Basic and diluted 0.39 0.12 0.89 0.74 *: Unaudited financial indexes 89 Jiangling Motors Corporation, Ltd. Consolidated cash flow statement (Prepared under International Financial Reporting Standards) (All amounts in RMB thousands) 2009.7.1-2009.9.30* 2009.1.1-2009.9.30* Cash flows from operating activities Cash generated from operations 682,640 2,429,117 Interest paid (1,006) (1,887) Income Tax paid (65,208) (71,514) Net cash generated from operating activities 616,426 2,355,716 Cash flows from investing activities Purchase of property, plant and equipment(“PPE”) (234,549) (424,373) Proceeds from disposal of PPE 5,675 7,664 Interest received 13,175 36,184 Dividends received 4,294 11,238 Net cash used in investing activities (211,405) (369,287) Cash flows from financing activities Proceeds from borrowings 10,000 45,000 Repayments of borrowings (10,000) (58,901) Dividends paid to the Company’s shareholders (258,024) (258,024) Other cash paid relating to financing activities (554) (735) Net cash used in financing activities (258,578) (272,660) Net increase in cash and cash equivalents 146,443 1,713,769 Cash and cash equivalents at beginning of period - 1,511,608 Cash and cash equivalents at 30 June 2009 3,078,835 - Effects of exchange rate changes 51 (48) Cash and cash equivalents at end of period 3,225,329 3,225,329 *: Unaudited financial indexes