CHANGCHAI COMPANY, LIMITED SEMI-ANNUAL REPORT 2009 August 2009Important Notes The Board of Directors, the Supervisory Committee as well as Directors, Supervisors and Senior Executives of the Changchai Company, Limited (hereinafter referred to as “the Company”) warrant that this report does not contain any false or misleading statements or omit any material facts and shall take individual and joint responsibility for the accuracy, truth and completeness of its contents. All Directors of the Company attended this Board meeting. Person in charge of the Company Mr. Xue Guojun, person in charge of the accounting work Mr. He Jianguang and person in charge of accounting organization Mr. Tang Jianzhong hereby confirm that the Financial Report enclosed in this Semi-Annual Report was true and complete. Jiangsu Gongzheng Certified Public Accountants Co., Ltd has audited this Semi-Annual Report 2009 of the Company and issued a standard unqualified Auditors’ Report for the Company.Contents I. Company Profile-------------------------------------------------------------------------------4 II. Major Financial Highlights and Indices---------------------------------------------------5 III. Changes in Share Capital and Shares Held by Principal Shareholders---------------6 IV. Particulars about Directors, Supervisors and Senior Executives ---------------------9 V. Discussion and Analysis of the Management --------------------------------------------9 VI. Significant Events -------------------------------------------------------------------------11 VII. Financial Report---------------------------------------------------------------------------15 VIII. Documents Available for Reference --------------------------------------------------74I. Company Profile (I). Legal Name of the Company In Chinese: 常柴股份有限公司 In English: CHANGCHAI COMPANY, LIMITED Abbr.: CHANGCHAI CO., LTD. (II) Legal Representative: Mr. Xue Guojun (III) Secretary of the Board of Directors: Mr. Shi Jianchun Securities Affairs Representative: Mr. He Jianjiang Contact Address: No. 123, Huaide Middle Road, Changzhou, Jiangsu, China Tel: (86) 519-86603656-3155, (86) 519-86610041 Fax: (86) 519-86630954 E-mail: sjc000570@changchai.com, hjj000570@changchai.com (IV) Registered Address and Office Address: No. 123, Huaide Middle Road, Changzhou, Jiangsu, China Post Code: 213002 Internet Website: http://www.changchai.com.cn E-mail: cctqm@public.cz.js.cn (V) Newspapers Chosen for Disclosing Information of the Company: Securities Times and Ta Kung Pao The Place Where the Semi-annual Report is Prepared and Placed: Secretariat of the Board Internet Website Designated by CSRC for Publishing the Semi-annual Report of the Company: http://www.cninfo.com.cn (VI) Stock Exchange Listed with: Shenzhen Stock Exchange Short Form of the Stock: Suchangchai A Stock Code: 000570 Suchangchai B 200570 (VII) Other Relevant Information of the Company 1. Initial registration date: May 5, 1994; The registered institution with: Changzhou Municipal Administration Bureau for Industry and Commence 2. The changed registration date: May 27, 2009 The registered institution with: Changzhou Municipal Administration Bureau for Industry and Commence 3. Registered number of the business license: 320400000004012 4. Registered number of tax: 320401137155863 5. Name of the Certified Public Accountants engaged by the Company: Domestic: Jiangsu Gongzheng Certified Public Accountants Co., Ltd. Office address: 10/F, Yingtong Business Bldg., Changzhou, JiangsuII. Major Financial Highlights and Indices 1. Major accounting data and financial indices: Unit: RMB Yuan At the end of this report period At the period-end of last year Increase/decrease of the end of this report period compared with the period-end of last year (%) Total assets 2,679,363,499.62 1,897,782,775.32 41.18% Shareholders’ equity attributable to listed company 1,565,301,429.88 1,147,886,088.12 36.36% Share capital 374,249,551.00 374,249,551.00 0.00% Net assets per share attributable to shareholders of listed company (Yuan/share) 4.18 3.07 36.16% The report period (Jan. -Jun.) The same period of last year Increase/decrease of current period year-on-year (%) Operating revenue 1,247,512,762.60 1,150,292,907.96 8.45% Operating profit 217,621,227.57 -897,044.55 —— Total profit 218,623,563.05 -3,016,734.49 —— Net profit attributable to shareholders of listed company 188,720,466.26 3,958,454.06 4,667.53% Net profit attributable to shareholders of listed company after deducting non-recurring gains and losses 60,359,887.38 6,078,143.96 893.06% Basic earnings per share (Yuan/share) 0.50 0.011 4,445.45% Diluted earnings per share (Yuan/share) 0.50 0.011 4,445.45% Net return on equity (%) 12.06% 0.34% 11.72% Net cash flow arising from operating activities 279,337,848.92 -38,175,536.53 —— Net cash flow per share arising from operating activities (Yuan/share) 0.75 -0.10 —— Items of non-recurring gains and losses Amount Gains and losses from disposal of non-current assets 155,696,100.51 Government subsidies recorded into gains and losses in current period 1,861,756.76 Gains and losses from changes of fair value of transaction financial assets and transaction financial liabilities, and investment income from disposal of transaction financial assets, transaction financial liabilities and financial assets available for sale 14,709,375.00 Net non-operating income and expenses -1,800,756.38 Total 170,466,475.89 Less: Impact on income tax 42,105,897.01 Total 128,360,578.88 2. Impact on net profit and net assets after the adjustment under IFRS: (Unit: RMB Yuan) Items Net profit Net assets Under PRC GAAP 188,720,466.26 188,720,466.26 Under IFRS 1,565,301,429.88 1,565,301,429.88 Difference No difference 3. Calculating the return on equity and earnings per share according to No. 9 Guidelines onContents and Format for Information Disclosure of Companies That Make Public Offering of Securities issued by CSRC (Revised in 2007) Return on Equity (%) Earnings per Share (Yuan/share) Profit in report period Fully diluted Weighted average Fully diluted Weighted average Net profit attributable to shareholders of ordinary shares of the Company 12.06 13.86 0.50 0.50 Net profit attributable to shareholders of ordinary shares of the Company after deducting non-recurring gains and losses 3.86 4.43 0.16 0.16 III. Changes in Share Capital and Shares Held by Principal Shareholders (I) Changes in share capital 1. On 26 Jun. 2009, 80,206868 shares subject to trading moratorium were released from the trading moratorium for trade. Before the change Increase/decrease in this time After the change Quantity (share) Proportio n (%) Listing shares subject to trading moratorium Othe r Subtotal Quantity (share) Proport ion (%) I. Shares subject to moratorium 80,212,493 21.43 -80,206,868 -80,206,868 1. Shares held by the State 80,206,868 21.43 -80,206,868 -80,206,868 2. Shares held by state corporation 3. Shares held by other domestic investors 5,625 0.00 5,625 0.00 Among which: Shares held by domestic corporation Shares held by domestic natural persons 5,625 0.00 5,625 0.00 4. Shares held by foreign investors Among which: Shares held by overseas corporation Shares held by overseas natural persons II. Shares not subject to moratorium 294,037,058 78.57 80,206,868 80,206,868 374,243,926 100.00 1. RMB ordinary shares 194,037,058 51.85 80,206,868 80,206,868 274,243,926 73.28 2. Domestically listed foreign shares 100,000,000 26.72 100,000,000 26.72 3. Overseas listed foreign shares 4. Others III. Total shares 374,249,551 100.00 0 0 0 374,249,551 100.00 2. Listing date for trade of shares subject to trading moratorium Date Additional shares can be listed for trading after Balance of shares subject to trading Balance of shares not subject to trading Remarkexpiration moratorium moratorium 21 Jun. 2007 27,096,478 100,606,846 273,642,705 Implemented 12 Nov. 2007 1,680,000 98,919,346 275,322,705 Implemented 30 Jun. 2008 18,712,478 80,206,868 294,042,683 Implemented 26 Jun. 2009 80,206,868 0 374,249,551 Implemented (II) Number of shares held by the top ten shareholders subject to trading moratorium and condition of the trading moratorium (Unit: Share) No. Name of shareholders subject to trading moratorium Number of shares subject to trading moratorium Date on which shares can be listed for trading Additional shares can be listed for trading Condition of the trading moratorium 21 Jun. 2007 18,712,478 30 Jun. 2008 18,712,478 1 State-owned Assets Supervision and Administration Commission of Changzhou Municipal Government 117,631,824 26 Jun. 2009 80,206,868 Note 1 Note 1: ① Non-tradable shares held by State-owned Assets Supervision and Administration Commission of Changzhou Municipal Government would not be traded or transferred within 12 months from the date when the Share Merger Reform Plan was implemented; ② After expiration of the aforesaid period promised, State-owned Assets Supervision and Administration Commission of Changzhou Municipal Government could sell original non-tradable shares through listing and trading on the Shenzhen Stock Exchange, but proportion of number of shares could be sold shall not exceed 5 percents of total shares of the Company within 12 months, as well as not exceed 10 percents within 24 months. ③ As long as number of shares sold through listing and trading on Shenzhen Stock Exchange reach one percent of total shares, the Company must disclose the public notice within two working days as of the date when the said fact happened, but could continue sell shares during period of the public notice. (III) Particular about shareholders 1. Number of shareholders and shares held Total number of shareholders 57235 shareholders in total (39651 shareholders of A-share and 17584 shareholders of B-share) Particulars about shares held by the top ten shareholders Name of shareholder Nature of shareholders Proportio n in total shares Total number of shares held Increase/decr ease in the report period Shares subject to moratorium held Shares pledged or frozen 1. State-owned Assets Supervision and Administration Commission of Changzhou Municipal Government State-owned shareholder 31.43% 117,631,824 0 56,137,432 2. BOCI SECURITIES LIMITED Foreign corporation 0.66% 2,456,863 0 Unknown 3. East Asia Union Holding (Group) Domestic corporation 0.48% 1,790,000 0 UnknownCo., Ltd 4. Guosen Securities Co., Lts Domestic corporation 0.47% 1,750,026 0 Unknown 5. China Construction Bank-ICBC Credit Suisse Selected Balanced Mixed Fund Domestic corporation 0.35% 1,299,931 0 Unknown 6. Guotai Junan Securities Co., Ltd. Domestic corporation 0.32% 1,200,000 0 Unknown 7. SONG MING QIN Domestic natural person 0.28% 1,055,098 0 Unknown 8. Shanghai East Asia Union Investment Consulting Co., Ltd Domestic corporation 0.27% 1,009,900 0 Unknown 9. HOU JIAN GANG Domestic natural person 0.24% 900,000 0 Unknown 10. SHEN YOU BING Domestic natural person 0.21% 776,000 0 Unknown Particulars about shares held by the top ten shareholders not subject to trading moratorium Name of shareholders Number of shares subject to trading moratorium held Type of shares 1. State-owned Assets Supervision and Administration Commission of Changzhou Municipal Government 117,631,824 Renminbi ordinary shares 2、BOCI SECURITIES LIMITED 2,456,863 Domestically listed foreign shares 3. East Asia Union Holding (Group) Co., Ltd 1,790,000 Renminbi ordinary shares 4. Guosen Securities Co., Lts 1,750,026 Renminbi ordinary shares 5. China Construction Bank-ICBC Credit Suisse Selected Balanced Mixed Fund 1,299,931 Renminbi ordinary shares 6. Guotai Junan Securities Co., Ltd. 1,200,000 Renminbi ordinary shares 7. SONG MING QIN 1,055,098 Renminbi ordinary shares 8. Shanghai East Asia Union Investment Consulting Co., Ltd 1,009,900 Renminbi ordinary shares 9. HOU JIAN GANG 900,000 Renminbi ordinary shares 10. SHEN YOU BING 776,000 Renminbi ordinary shares Explanation on associated relationship and action-in-concert among the top ten shareholders It is unknown whether there was any associated relationship among the top ten tradable shareholders and among the top ten shareholders not subject to moratorium, or whether there is any action-in-concert among them as described by Measures for the Administrative of Disclosure of Shareholder Equity Changes. Note: 56,137,432 shares held by State-Owned Assets Supervision and Administrative Commission of Changzhou Municipal Government has been pledged to Bank of Jiangsu Co., Ltd Changzhou branch. 2. Particulars about changes in the controlling shareholder and actual controller During the report period, the controlling shareholder and actual controller remained unchanged.IV. Particulars about Directors, Supervisors and Senior Executives 1. In the report period, there was no change in shares held by directors, supervisors and senior executives of the Company. 2. In the report period, there was no engagement or dismissal of directors, supervisors and senior executives. V. Discussion and Analysis of the Management 1. Overall operation of the Company in the report period For the first half year of 2009, the Company accumulatively sold various diesel engines and power generation sets amounting to 536,400 sets in total, an increase of 5.47% year-on-year, including 60,900 sets multi-cylinder diesel engines, up 17.12% year-on-year. The Company realized sales revenues of RMB 1,247,512,762.60, an increase of 8.45% year-on-year and realized a net profit of RMB 188,720,466.26, up 4,667.53% year-on-year. In the report period, the operating achievements increased obviously over last year, and the main reasons were as following: firstly, owing to influence of subsidiary policy for farm machinery, sales volume of the products increased over the same period of last year. Secondly, the Company enhanced management, adjusted product structure, so that the product cost was controlled and profit from main business increased. Thirdly, the Company sold 4,500,000 stocks of Foton Motor, which was recorded as transaction financial assets, so the income before tax of the first half year of 2009 accumulatively increased RMB 14,805,000. Fourthly, 35,117,105 shares of *ST Kaima B held by the Company has transferred to China Hengtian Group Co., Ltd at the consideration of RMB 5.33 Yuan per share. 2. Analysis on operation of the Company in the report period The Company belongs to the industry of machinery manufacturing, which is mainly engaged in manufacturing and sales of single-cylinder diesel engines, multi-cylinder diesel engines, fittings of diesels and power generation sets and etc. (1) In the report period, the composing of the Company’s income from main operations classified according to product was as follows: Indices Income from operation Cost of operation Gross profit ratio Products Amount (RMB) Amount (RMB) (%) Diesel engines and fittings 1,233,742,110.79 1,069,130,141.92 13.34 Subtotal of other operating income and expenses 13,770,651.81 14,708,107.19 -6.81 Total 1,247,512,762.60 1,083,838,249.11 13.12(2) In the report period, the composing of the Company’s income from main operations classified according to area was as follows: Area Income from operation (RMB) Increase/decrease of income from operation year-on-year (%) East China 579,747,990.57 2.74 Northeast 74,118,447.95 10.78 Southwest 134,844,014.08 77.90 Central China 122,236,326.92 -1.40 North China 88,859,945.72 -14.11 Northwest 41,052,742.52 14.41 South China 80,120,943.65 6.06 Export 59,414,433.05 -31.38 (3) During the report period, gross profit ratio of main business of the Company increased to 13.34% from 9.64% at the same period of last year, mainly because price of raw material dropped over the same period of last year, and the Company enhanced internal management control, adjusted product structure, product cost was effectively controlled and profitability of main business increased. (4) Other operating activities which had significant influence to net profit in the report period In the report period, the Company sold the 4,500,000 shares of Foton Motor held by it as tradable financial assets and earned a pre-tax profit of RMB 14,805,000. Meanwhile, it also gained another investment income of RMB 155 million by selling the 35,117,105 shares of *ST Kama B held by it. (5) Problems and difficulties encountered in operation Considering the unfavorable impact brought by the global financial crisis on the Company’s export business, the Company must try harder to expand the international market and increase its export. Meanwhile, the Company should pay attention to building up a talent team and adjusting the human resource structure, so as to provide a guarantee for the Company’s technological upgrade and rapid development. 3. Investments made by the Company in the report period (1) The Company had not raised any funds during the past three years. (2) The Company did not launch any project invested by non-raised funds in the report period.VI. Significant Events 1. Corporate governance in report period In strict compliance with regulatory documents such as the Company Law and the Code of Corporate Governance for Listed Companies, the Company kept perfecting its corporate governance structure and operating in a regulated way. At present, the corporate governance structure of the Company is considered basically in line with the regulatory documents concerning the corporate governance of listed companies issued by CSRC. 2. As reviewed and approved at the 16th Meeting of the 5th Board of Directors of the Company, the Board planned to, based on the Company’s total shares of 374,249,551 shares as at 30 Jun. 2009, distribute a cash dividend of RMB 0.80 (tax included) and 5 shares for each 10 shares to all shareholders. 3. In the report period, the accumulative capital in relation to the lawsuits and arbitrations in which the Company was involved reached RMB 56,010,400. And the said lawsuits and arbitrations were all cases carried down from the previous years to the report period. For more details, please refer to the notes of the financial statements in this report. 4. Significant asset acquisition and sale in report period On 27 May 2009, the Company signed the Stock Transfer Agreement with China Hengtian Group Co., Ltd., transferring the 35,117,105 shares of *ST Kama B (Stock code: 900953) held by it to the latter at the price of RMB 187,174,169.65. The said stock transfer was examined and approved at the provisional meeting of the Board of Directors on 1 Jun. 2009, and then at the 1st Provisional Meeting in 2009 of Shareholders’ General Meeting on 17 Jun. 2009. And the stock transfer transaction was confirmed when the Company received on 29 Jun. 2009 the Confirmation Letter for Stock Transfer issued by the Shanghai Branch of China Securities Depository and Clearing Co., Ltd.. 5. In the report period, the Company did not conduct any significant related transaction with its actual controller or its subsidiaries. 6. In the report period, the Company provided loan guarantees of RMB 14.50 million for its holding subsidiary—Changchai Benniu Diesel Engine Fittings Co., Ltd., including a 9.5-million guarantee with the term from 29 Oct. 2008 to 29 Oct. 2009 and a 5-million guarantee with the term from 31 Oct. 2008 to 31 Oct. 2009. 7. Securities investment in report period (1) Transactional financial assets Seque nce No. Securitie s variety Stock code Short form of stock Initial investment amount (RMB) Number of shares held (share) Book value at period-end (RMB)) Proportion in total securities investment at Profits or losses in report period (RMB)period-end (%) Other securities investment held at period-end 0 0 0 0 0 Profits or losses from securities investment sold in report period — — — — 14,709,375.00 Total 0 — 0 0 14,709,375.00 (2) Equity held by the Company of other listed companies Stock code Short form of stock Initial investme nt amount (RMB) Proporti on of shareho lding Book value at period-end (RMB) Profits or losses in report period (RMB) Change of owner’ s equity in report period Accounting item Source of stock 600166 Foton Motor 41784000.00 3. 94 % 478656250.00 0.00 304895000.00 Financial assets available for sale Exchange assets of Changcai Group in 1999 600377 Ninghu Expresswa y 90500.00 317500.00 0.00 45500.00 Financial assets available for sale Transfer by agreement Total 41874500.00 — 478973750.00 0.00 304940500.00 (2) Equity held by the Company of non-listed financial enterprises and companies to be listed Name of the held party Initial investment amount (RMB) Number of shares held (share) Proportion in equity of the held party Book value at period-end (RMB) Profits or losses in report period (RMB) Change of owner’ s equity in report period Account ing item Source of stock Bank of Jiangsu 38000000.00 38000000 0.48% 38000000.00 0 0 Long-ter m equity investm ent Sponsor’s shares Total 38000000.00 38000000 0.48% 38000000.00 0 0 8. In the report period, the Company did not sign any significant contract. 9. Researches, interviews and visits received in report period Time of reception Place of reception Way of reception Visitor Main discussion and materials provided 5 Feb. 2009 The 3rd Meeting Room of the Company Field research Huabaoxingye Fund and Shenwanbali Fund The Company’s main operation, the influence of macro-policies on the Company and the Company’s futuredevelopment 6 Feb. 2009 The 3rd Meeting Room of the Company Field research Changjiang Securities The Company’s main operation, the influence of macro-policies on the Company and the Company’s future development 9 Feb. 2009 The 3rd Meeting Room of the Company Field research Guoxin Securities The Company’s main operation and its future development 10. Implementation of commitments Commitments made by the originally non-tradable shareholders in the share merger reform, as well as their implementation: Serial No. Name of shareholder Commitment Implementation 1 the State-owned Assets Supervision and Administration Commission of Changzhou People’s Government 1. No trading and transfer of the held non-tradable shares would be conducted within 12 months as of the date when the share merger reform was implemented; 2. After expiration of the aforesaid undertaking, the originally non-tradable shares could be sold through listing and trading on Shenzhen Stock Exchange, but the proportion of the sold shares in total shares of the Company shall not exceed 5 percent within 12 months, as well as not exceed 10 percent within 24 months. As approved, 18,712,478 shares were released from the trading moratorium on 21 Jun. 2 Shareholders of raised legal person’s shares No trading and transfer shall be conducted within 12 months as of the date when the share merger reform was implemented. As approved, 10,064,000 shares were released from trading moratorium on 21 Jun. 2007. 11. No shareholders holding over 5% of the Company’s shares made any further commitments concerning the trading moratorium on shares in 2008. 12. In the report period, the Company, the Board of Directors of the Company and its directors received no investigations, administrative punishment, criticism by circular from CSRC, and no official criticism from the stock exchange; meanwhile, the directors and management staff of the Company were not adopted any judicial compulsory measure on. 13. Special explanation and independent opinion from independent directors on the capital occupation by the Company’s related parties and its provision of external guarantees There existed no non-operational occupation of the Company’s capital by the holding shareholder or other related parties.In the report period, the Company provided external guarantees and controlled the relevant risks in strict compliance with relevant regulations. There existed no violation of the Circular on Regulating Provision of External Guarantees by Listed Companies. The Company only provided guarantees for the funds needed in the normal production and operation of its holding subsidiaries, with a legal and reasonable decision-making procedure for the said guarantees, which thus did no harm to the interests of the Company and its shareholders. 14. Other matters (1) In the report period, no shareholders holding 30% of the Company’s shares put forward or implemented plans of stock increase; (2) In the report period, no relevant parties made compensation due to the commitments made in the Company’s share merger reform and significant asset reorganization.VII. Financial Report To all the shareholders of Changchai Company, Limited We have audited the attached financial statements of Changchai Company, Limited (hereinafter refer to as “the Company”) which comprise consolidated balance sheet and balance sheet of parent company as at 30 Jun. 2009, and consolidated income statement, income statement of parent company, consolidated statement on changes in equity, statement on equity of parent company, consolidated cash flow statement, statement on cash flow of parent company from Jan. to Jun. 2009 and notes to financial statements. I. Directors’ responsibility for the financial statements The directors are responsible for the preparation and the true and fair presentation of these financial statements in accordance with Accounting Standards for Business Enterprises and Accounting System for Business Enterprises of the People’s Republic of China. These responsibilities include (1) designing, implementing and maintaining internal control relevant to the preparation and the true and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; (2) selecting and applying appropriate accounting policies; (3) making accounting estimates that are reasonable in the circumstances. II. Auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit and to report our opinion solely to you, as a body and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. We conducted our audit in accordance with Independent Audit Standards promulgated by the Chinese Institute of Certified Public Accountants. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and true and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. III. Audit opinion In our opinion, the financial statements give a true and fair view of the state of affairs of the Company as at 30 Jun. 2009 and of operating achievements and cash flows of the Company from Jan. to Jun. 2009 in accordance with the Accounting Standards for Business Enterprise and the Accounting System for Enterprises of the People’s Republic of China. Jiangsu Gongzheng Tianye Certified Public Accountants Certified Public Accountant of China CPA: Wang Wenkai, Dai Weizhong China · Wuxi 10 Aug. 2009Balance Sheet Prepared by Changchai Company, Limited 30 Jun. 2009 Unit: RMB Yuan Amount at the period-end Amount at the period-begin Items Consolidation Parent company Consolidation Parent company Current assets: Monetary funds 849,987,171.26 802,218,005.31 402,778,967.15 378,820,707.08 Settlement fund reserve Dismantle fund Transaction financial asset 21,645,000.00 21,645,000.00 Notes receivable 31,584,198.04 30,334,198.04 27,121,088.60 26,721,088.60 Account receivable 298,330,508.28 258,257,469.52 204,208,036.51 160,990,383.74 Account paid in advance 12,615,992.45 11,207,206.15 9,683,253.18 8,569,751.19 Premium receivables Receivables from reinsurers Reinsurance contract reserve receivables Interest receivable Dividend receivable Other account receivable 25,577,192.58 24,197,413.65 28,063,069.38 27,899,889.79 Financial assets purchased under agreements to resell Inventories 262,912,117.34 217,126,353.76 323,777,713.81 289,425,993.52 Non-current assets due within 1 year 0.00 0.00 Other current assets 108,206.30 Total current assets 1,481,115,386.25 1,343,340,646.43 1,017,277,128.63 914,072,813.92 Non-current assets: Loans and advance Available for sale financial assets 478,973,750.50 478,973,750.50 174,033,250.00 174,033,250.00 Held to maturity investments 0.00 0.00 Long-term account receivable 0.00 0.00 Long-term equity investment 61,769,522.61 112,109,322.61 93,179,255.93 143,519,055.93 Investing property 71,635,245.23 71,635,245.23 72,739,415.63 72,739,415.63 Fixed asset 367,189,360.79 310,966,295.02 364,125,318.48 308,323,648.71 Project in construction 112,785,188.74 109,454,588.74 69,705,698.81 67,525,098.81 Engineering material Fixed asset disposal Bearer biological asset Oil assets Intangible assets 104,742,159.86 102,427,636.45 106,102,470.72 103,756,831.97 Development expense Goodwill Long-term expense to be apportioned Deferred tax assets 1,152,885.64 1,152,885.64 620,237.12 620,237.12 Other non-current assets Total of non-current assets 1,198,248,113.37 1,186,719,724.19 880,505,646.69 870,517,538.17Total assets 2,679,363,499.62 2,530,060,370.62 1,897,782,775.32 1,784,590,352.09 Current liabilities: Short-term borrowings 47,500,000.00 51,200,000.00 Borrowing from Central Bank Deposits and due to banks and other financial institutions Placements from banks and other financial institutions Transaction financial liabilities Notes payable 226,859,800.00 194,250,000.00 136,103,600.00 126,990,000.00 Account payable 425,650,890.14 390,991,084.33 361,368,076.43 334,431,191.26 Account received in advance 44,265,465.88 42,271,823.44 24,690,165.89 24,543,763.01 Financial assets sold under agreements to repurchase Handling charges and commission payable Employee’s compensation payable 25,330,203.36 21,799,018.78 25,369,781.88 21,831,003.69 Tax payable 16,991,333.79 20,965,709.94 -29,212,801.62 -27,781,020.54 Interest payable dividend payable Other account payable 141,976,215.94 141,132,524.50 88,548,123.52 89,518,212.18 Due to reinsurers Insurance contract reserve Customer deposits Amount payables under security underwriting Non-current liabilities due within 1 year 0.00 0.00 Other current liabilities 4,198,258.83 3,250,004.97 4,654,904.31 3,771,298.47 Total current liabilities 932,772,167.94 814,660,165.96 662,721,850.41 573,304,448.07 Non-current liabilities: Long-term borrowings 62,000,000.00 62,000,000.00 42,000,000.00 42,000,000.00 Debentures payable Long-term payables Specific purpose account payables 690,000.00 690,000.00 690,000.00 690,000.00 Provisions for contingent liabilities Deferred tax liabilities 109,274,812.50 109,274,812.50 37,149,762.50 37,149,762.50 Other non-current liabilities Total non-current liabilities 171,964,812.50 171,964,812.50 79,839,762.50 79,839,762.50 Total liabilities 1,104,736,980.44 986,624,978.46 742,561,612.91 653,144,210.57 Owner’s equity (or shareholders’ equity) Paid-in capital (or share capital) 374,249,551.00 374,249,551.00 374,249,551.00 374,249,551.00 Capital surplus 501,179,061.76 510,868,747.95 272,484,186.26 282,163,372.45 Less: Treasury Stock Reserved fund General risk provision 240,369,344.92 240,369,344.92 240,369,344.92 240,369,344.92 Retained earnings Foreign exchange difference 449,503,472.20 417,947,748.29 260,783,005.94 234,663,873.15Total owners' equity attributable to holding company 1,565,301,429.88 1,543,435,392.16 1,147,886,088.12 1,131,446,141.52 Minority interest 9,325,089.30 7,335,074.29 Total owner’s equity 1,574,626,519.18 1,543,435,392.16 1,155,221,162.41 1,131,446,141.52 Total liabilities and owner’s equity 2,679,363,499.62 2,530,060,370.62 1,897,782,775.32 1,784,590,352.09 Income statement Prepared by Changchai Company, Limited Jan.-Jun. 2009 Unit: RMB Yuan In current period The same period of last year Items Consolidation Parent company Consolidation Parent company I. Total sales 1,247,512,762.60 1,255,320,258.61 1,150,292,907.96 1,156,432,821.16 Including: Sales 1,247,512,762.60 1,255,320,258.61 1,150,292,907.96 1,156,432,821.16 Interests income Premium income Handling charges and commission income II. Total cost of sales 1,201,087,846.36 1,214,002,985.79 1,125,204,769.57 1,132,945,611.59 Including: Cost of sales 1,083,838,249.11 1,106,419,500.15 1,034,337,620.32 1,050,826,375.33 Interests expenses Handling charges and commission expenses Claim expenses-net Provision for insurance liability reserve Expenses for reinsurance accepted Payments on surrenders Policyholder dividends Taxes and associate charges 111,622.19 201,587.58 0.00 Selling and distribution expenses 55,539,292.48 53,477,331.68 34,745,959.68 33,246,772.52 Administrative expenses 61,026,897.65 54,740,529.53 67,773,996.60 62,159,675.43 Financial expense -3,217,766.99 -4,533,199.69 -7,853,289.41 -9,286,106.49 Impairment loss 3,789,551.92 3,898,824.12 -4,001,105.20 -4,001,105.20 Add: gain/(loss) from change in fair value (“-” means loss) -16,440,300.00 -16,440,300.00 -30,060,000.00 -30,060,000.00 Gain/(loss) from investment (“-” means loss) 187,636,611.33 187,636,611.33 4,074,817.06 4,074,817.06 Including: income form investment on affiliated enterprise and jointly enterprise Foreign exchange difference (“-” means loss) III. Business profit (“-” means loss) 217,621,227.57 212,513,584.15 -897,044.55 -2,497,973.37 Add: non-business income 6,169,392.10 3,377,541.64 2,996,118.31 2,123,161.75 Less: non-business expense 5,167,056.62 5,167,056.62 5,115,808.25 5,008,425.60 Including: loss from non-current asset disposal IV. Total profit (“-” means loss) 218,623,563.05 210,724,069.17 -3,016,734.49 -5,383,237.22 Less: Tax expense 27,909,581.78 27,440,194.03 -7,515,000.00 -7,515,000.00 V. Net profit (“-” means loss) 190,713,981.27 183,283,875.14 4,498,265.51 2,131,762.78 -Attributable to parent company 188,720,466.26 183,283,875.14 3,958,454.06 2,131,762.78 -Minority interest 1,993,515.01 539,811.45VI. Earnings per share (I) basic earnings per share 0.50 0.011 (II) diluted earnings per share 0.50 0.011 Cash Flow Statement Prepared by Changchai Company, Limited Jan.-Jun. 2009 Unit: RMB Yuan In current period The same period of last year Items Consolidation Parent company Consolidation Parent company I. Cash flows for operating activities: Cash received from sales of goods or rending of services 1,381,845,211.20 1,362,060,681.86 1,218,357,703.77 1,221,635,379.61 Cash received on deposits and from banks and other financial institutions Net increased cash received on borrowings from central bank Cash received on placements from other financial institutions Premium received Cash received from reinsurance Net increased amount received on policyholder deposit and investment Cash received from disposal of held for trading financial assets Interests, handling charges and commission received Cash received on placements from bank, net Cash received under repurchasing, net Refund of tax and fare received 8,197,024.83 5,794,682.48 Other cash received relating to operating activities 3,436,274.54 2,970,907.40 6,505,478.02 5,985,126.63 Sub-total of cash inflows 1,393,478,510.57 1,370,826,271.74 1,224,863,181.79 1,227,620,506.24 Cash paid for goods and services 975,548,726.70 1,006,219,223.95 1,109,256,002.47 1,116,103,871.60 Loans and advances drawn Cash paid to central bank, banks and other financial institutions, net Claims paid Interests, handling charges and commission paid Dividends paid to policyholders Cash paid to and on behalf of employees 99,411,807.47 89,838,515.04 99,258,631.04 91,689,506.52 Tax and fare paid 9,855,748.36 4,997,007.37 17,569,632.30 16,010,653.80 Other cash paid relating to operating activities 29,324,379.12 24,909,039.56 36,954,452.51 35,884,879.01 Sub-total of cash outflows 1,114,140,661.65 1,125,963,785.92 1,263,038,718.32 1,259,688,910.93 Net cash flow from operating activities 279,337,848.92 244,862,485.82 -38,175,536.53 -32,068,404.69 II. Cash Flows from Investment Activities: Cash received from return of investments 36,911,141.63 36,911,141.63 Cash received from investment income 187,339,903.02 187,339,903.02 4,074,817.06 4,074,817.06Net cash received from disposal of fixed assets, intangible assets and other long-term assets 177,877.01 177,877.01 2,195,800.31 2,071,694.19 Proceeds from sale of subsidiaries and other operating units Other cash received relating to investment activities Sub-total of cash inflows 224,428,921.66 224,428,921.66 6,270,617.37 6,146,511.25 Cash paid for acquiring fixed assets, intangible assets and other long-term assets 67,712,080.24 63,680,764.75 59,254,790.36 56,927,559.17 Cash paid for acquiring investments 0.00 0.00 Net cash used in loans Net cash used in acquiring subsidiaries and other operating units Other cash paid relating to investment activities Sub-total of cash outflows 67,712,080.24 63,680,764.75 59,254,790.36 56,927,559.17 Net cash flow from investing activities 156,716,841.42 160,748,156.91 -52,984,172.99 -50,781,047.92 III. Cash Flows from Financing Activities: Cash received from absorbing investment Including: Cash received from increase in minority interest Cash received from borrowings 57,700,000.00 20,000,000.00 28,500,000.00 0.00 Cash received from issuing debentures Other proceeds relating to financing activities 11,345,239.60 11,345,239.60 Sub-total of cash inflows 57,700,000.00 20,000,000.00 39,845,239.60 11,345,239.60 Cash paid for settling debt 41,400,000.00 25,500,000.00 0.00 Cash paid for distribution of dividends or profit or reimbursing interest 4,033,686.23 2,213,344.50 29,015,883.32 28,068,716.33 Including: dividends or profit paid to minority interest Other cash payments relating to financing activities 1,112,800.00 Sub-total of cash outflows 46,546,486.23 2,213,344.50 54,515,883.32 28,068,716.33 Net cash flow from financing activities 11,153,513.77 17,786,655.50 -14,670,643.72 -16,723,476.73 IV. Effect of foreign exchange rate changes V. Increase in cash and cash equivalents 447,208,204.11 423,397,298.23 -105,830,353.24 -99,572,929.34 Add : Cash and cash equivalents at year-begin 400,278,967.15 378,820,707.08 443,234,034.61 417,975,515.87 VI. Cash and cash equivalents at the end of the year 847,487,171.26 802,218,005.31 337,403,681.37 318,402,586.53Statement of Change in Owners’ Equity Prepared by Changchai Company, Limited 30 Jun. 2009 Unit: RMB Yuan Amount in current period Amount in last year Owners’ equity attributable to parent company Owners’ equity attributable to parent company Items Pain-up capital (or share capital) Capital reserve Lessen: treasury stock Surplus public reserve General risk reserve Retaine d profits Others Minorit y equity Total of owners’ equity Pain-up capital (or share capital) Capital reserve Lessen: treasury stock Surplus public reserve General risk reserve Retaine d profits Others Minorit y equity Total of owners’ equity I. Balance as at the end of last year 374,249,55 1.00 272,484, 186.26 240,369, 344.92 260,783, 005.94 7,335,07 4.29 1,155,22 1,162.41 374,249,5 51.00 495,672, 761.92 240,369, 344.92 372,844, 737.18 8,014,96 7.89 1,491,15 1,362.91 Add: Change in accounting policy Correction of previous accounting errors II. Balance as at the year begin 374,249,55 1.00 272,484, 186.26 240,369, 344.92 260,783, 005.94 7,335,07 4.29 1,155,22 1,162.41 374,249,5 51.00 495,672, 761.92 240,369, 344.92 372,844, 737.18 8,014,96 7.89 1,491,15 1,362.91 II. Increase/decrease in this year (“-” means loss) 228,694, 875.50 188,720, 466.26 1,990,01 5.01 419,405, 356.77 -223,18 8,575.66 -112,06 1,731.24 -679,89 3.60 -335,93 0,200.50 (I) Net profit 188,720, 466.26 1,993,51 5.01 190,713, 981.27 -83,993, 014.91 -1,396,8 89.21 -85,389, 904.12 (II) Gain/loss recorded in owners’ equity directly 228,694, 875.50 -3,500.0 0 228,691, 375.50 -223,18 8,575.66 716,995. 61 -222,47 1,580.05 1. Net amount on changes in fair value of financial assets available for sale 304,940, 500.50 304,940, 500.50 -300,45 2,750.00 -300,45 2,750.00 2. Effect on changes in other owners’ equity of invested units under equity method -10,500. 00 -10,500. 00 2,150,98 6.84 2,150,98 6.843. Effect of income tax recorded in owners’ equity -76,235, 125.00 -76,235, 125.00 75,113,1 87.50 75,113,1 87.50 4. Other -3,500.0 0 -3,500.0 0 716,995. 61 716,995. 61 Subtotal of (I) and (II) 228,694, 875.50 188,720, 466.26 1,990,01 5.01 419,405, 356.77 -223,18 8,575.66 -83,993, 014.91 -679,89 3.60 -307,86 1,484.17 (III)Input and reduced capital of owners 1. Capital input by owners 2. Amount of shares-based payment recorded in owner’s equity 3. Other (IV) Profit distribution -28,068, 716.33 -28,068, 716.33 1. Appropriating surplus reserve 2. Appropriating general risk reserve 3. Distribution to owners (shareholders) -28,068, 716.33 -28,068, 716.33 4. Other (V) Internal carry-over of owner’s equity 1. Transferring capital reserve into capital (share capital) 2. Transferring surplus reserve into capital (share capital)3. Making up losses with surplus reserve 4. Other IV. Balance as at the period-end 374,249,55 1.00 501,179, 061.76 240,369, 344.92 449,503, 472.20 9,325,08 9.30 1,574,62 6,519.18 374,249,5 51.00 272,484, 186.26 240,369, 344.92 260,783, 005.94 7,335,07 4.29 1,155,22 1,162.41Note 1: General information Changchai Company Limited (the Company for short hereafter) was founded in People’s Republic of China in 1994. The domestic A share and the overseas B share of the Company were respectively listed in 1994 and 1996. The Company mainly engaged in the production and sales of small and medium-sized single cylinders and multi-cylinder diesel engine with the label of “Changchai” Brand. The diesel engine produced and sold by the Company were mainly used in tractors, combine harvest models, light commercial vehicle, farm equipment, small-sized construction machinery, generator units and shiplifts, etc. There were such departments as Office Room of the Company, Financial Department, Political Department, Investment and Development Department, Enterprise Management Department, Human Recourses Department, Production Department, Procurement Department, Sales Company, Chief Engineer Office, Technology Center, Quality Assurance Department, Foundry Branch, Machine Processing Branch, Single-cylinder Engineer Branch, Multi-cylinder Engineer Branch and Overseas Business Division in the Company . Note 2: Declaration on following Accounting Standard for Business Enterprises Declaration from the Company: the Financial Report prepared by the Company was in line with requirements of Accounting Standard for Busienss Enterprise, which reflected the financial status, business result and cash flow of the Company truly and objectively. Note 3: Compiling foundation of financial statements With going-concern assumption as the basis, the Company prepares its financial statement in light of the actual transactions and matters, as well as recognition and measurement in line with the accounting standard for business enterprise and its application guidelines promulgated by the Ministry of Finance of PRC on 15 Feb. 2006. The financial statements shall be presented in line with the provision in the Accounting Standard for Business Enterprise No. 30 – Presentation of Financial Statement, in which the accounting information shall be prepared in light of the accounting policies and accounting estimated of the Company. Such accounting policies and accounting estimated shall be drawn up at the accounting standard for business enterprises and the actual status of the Company. Note 4: The main accounting policies and accounting estimation of the Company 1. Accounting periods The accounting periods were divided into accounting year and metaphase, the accounting year was from Jan. 1 to Dec. 31 and as the metaphase included monthly, quarterly and semi-yearly periods. 2. Functional currency RMB was the functional currency of the Company.3. The items of the statements of which the measurement attributes changed and the adopted measurement attributes in the report period. The Company measured according to the canonical accounting measurement attributes. In the report period, measurement attributes were not changed. The Company conducted the measurement of the accounting elements commonly by historical cost. If using the way of replacement cost, net realizable value, present value and fair value, the measurement should be on the basis of the amount of the accounting element which could be obtained and measured reliably. 4. The standard for recognizing cash equivalent when making cash flow statement Cash equivalent means the highly liquid, very safe investment which can be easily converted into cash, and the company can hold it for a very short time (3 months from the date of purchase). 5 Method of foreign currency translation When foreign currency translation occurs, the spot exchange rate on the date of translation (i.e., the middle price of the intraday foreign exchange rate of RMB published by People’s Bank of China) shall be converted into RMB for keeping accounts while the occurred foreign currency exchange or the foreign exchange transactions shall be translated according to exchange rate adopted in actual transactions. On the balance sheet date, the foreign currency monetary items and foreign currency non-monetary items shall be treated in accordance with the following provisions: The foreign currency monetary items shall be translated at the spot exchange rate on balance sheet date, of which happen during the normal business period shall be recorded into gains and losses at the current period; of which happen during organization period shall be recorded into long-term deferred expense. The exchange gains or losses caused by the borrowing belonging to acquiring fixed assets shall be treated by the capitalization of borrowing costs. Currency monetary items refer to the currency funds, assets charged from the fixed or confirmed amount or debt payable, including cash on hand, bank deposit, accounts receivable, other accounts receivable, long-term accounts receivable, short-term accounts receivable, account payable, other account payable, long-term borrowing, debentures payable and long-term account payable, etc. Foreign currency non-monetary items shall be translated at spot rate on the date of transaction, not changing the amount of functional currency. Foreign currency non-monetary items refer to the items other than the monetary ones. The foreign currency non-monetary items measured through fair value shall be translated at the spot rate on the date of confirming the fair value. The difference between the amount of functional currency after translation and that of originalfunctional currency shall be treated as fair value fluctuation (exchange rate fluctuation), being recorded into gains of losses at the current period. 6. The recognition and measurement of financial instruments and the transfer of the financial instruments 1) Recognition of the financial assets When an enterprise becomes a party to a financial instrument, it shall recognize a financial asset or financial liability. Where a financial asset satisfies any of the following requirements, the recognition of it shall be terminated: (1) Where the contractual rights for collecting the cash flow of the said financial assets are terminated; (2) Where the said financial asset has been transferred and meets the conditions for recognizing the termination of financial assets as provided for in Accounting Standard for Business Enterprises No. 23 – Transfer of Financial Assets. Only when the prevailing obligations of a financial liability are relieved in all or in part may the recognition of the financial liability be terminated in all or partly. 2) The classification, recognition and measurement of financial assets and financial liabilities The financial assets or financial liabilities got or born by the Company are measured according to the following classifications: (1) The financial assets or financial liabilities which are measured at their fair value and the variation of which is recorded into the profits and losses of the current period The interest rate or cash dividend which was gained in the period when the financial assets held by the Company are measured at its fair value and of which the variation is recorded into the profits and losses in the current period shall be recognized as investment income. On balance sheet date, the in change in the fair value of the financial asset or financial liability which is measured at its fair value and of which the variation is recorded into the profits and losses of the current period, shall be recorded into the profits and losses of the current period; When the said financial assets of financial liabilities are on disposal, the difference between the fair value and the amount in initial account shall be recognized as investment income, meanwhile, the profits and losses arising from the change in fair value shall be adjusted. (2) The investments which will be held to their maturity The investments which will be held to their maturity will regard the sum between the gained fair value and the transaction expense thereof as the initially recognized amount. The interest on bonds in payment, of which the mature interest is not drawn, shall be solely recognized as the receivables. The interest revenue which is measured and recognized by the amortized cost and actual interest rate during the period of the investments which will be held to their maturity shall be recorded into investment income. The actual interest rate which is recognized in the period of gaining the investments which will be held to their maturity, shall maintain unchanged within the predicted term of existence or within ashorter applicable term of the said investment which will be held to their maturity. The little difference between actual interest rate and coupon rate of which interest revenue can be measured at the coupon rate shall be recorded into the profits of losses in the current period. When the investments which will be held to their maturity are on disposal, the difference between the obtained price and investment book value shall be recorded into the profits and losses in the current period. (3) The accounts receivables The creditor’s right receivable formed during the Company selling commodity outside or offering labor shall be regarded as the initially recognize amount in according with the receivable price stipulated in the contract or agreement signed between the Company and the buyers. When the Company recovers or disposes the accounts receivable, the difference between the obtained price and the book value of the accounts receivable shall be recorded into the profits and losses in the current period. (4) Financial assets available for sale The financial assets available for sale will be regarded as the initial recognized amount in according with the sum between the fair value obtained from the said financial assets and the transaction expense thereof. The interest on bonds of which the mature interest rate is not drawn in the payment or the cash dividend which is declared but not extended in the payment shall be solely recognized as the receivables. The interest rate or cash dividend gained during the period of holding the financial assets available for sale shall be recorded into investment income. On balance sheet date, the financial assets shall be measured through fair value, while the change in fair value is recorded into capital reserves (other capital reserves). When the financial assets are on disposal, the difference between the obtained price and the book value of the financial assets shall be recorded into investment income, meanwhile, the amount on proposal transferring out from the accumulated amount which is directly recorded into shareholders’ equity and arises from the variation of the fair value, shall be recorded into investment income. (5) Other financial liabilities Other financial liabilities are regarded as the initial recognized amount in accordance with the sum between the fair value and the transaction expense thereof. The Company shall make subsequent measurement on other financial liabilities on the basis of the post-amortization costs. 3) Main recognition method for the fair value of the financial assets or financial liabilities (1) The quotation in the active market shall be used to recognize the fair value of the financial assets or financial liabilities existing in active market. (2) If the financial instruments do not exist in the active market, the fair value shall be recognized by value appraisal techniques. (3) As for the financial assets initially obtained of produced at source and the financial liabilities assumed, the fair value thereof shall be determined on the basisof the transaction price of the market. (4) Main impairment test method of the financial assets and impairment provision method The recognition standard for impairment provision of the financial assets: the Company shall carry out an inspection, on the balance sheet day, on the carrying amount of the financial assets other than those measured at their fair values and of which the variation is recorded into the profits and losses of the current period. Where there is any objective evidence proving that such financial asset has been impaired, an impairment provision shall be made. The withdrawal method for impairment provision of the financial assets: as for the impairment provision of the financial assets is measured on the basis of post-amortization costs, if the current value of the predicted future cash flow of the financial assets is below the difference in the carrying amount of the said financial asset, the impairment provision of the financial assets shall be made; as for the impairment provision of the financial assets available for sale, if the recoverable amount is below the difference in the carrying amount, the impairment provision shall be made. Where a sellable financial asset is impaired, even if the recognition of the financial asset has not been terminated, the accumulative losses arising from the decrease of the fair value of the owners’ equity which was directly included shall be transferred out and recorded into the profits and losses of the current period. 7. The recognition standard and the withdrawal method for the bad debt provision of the accounts receivable 1) Receivables are considered uncollectible after liquidation with statutory procedures for debtors are in canceling or bankrupt, due death of debtors who has no bequest and no undertaker on obligation, or caused by debtors fail to perform their obligation to pay a debt over three years, and it will be recognized as bad debt. 2) Allowance method shall be adopted by the company in the computation of the bad debts. An independent impairment test shall be carried out on the accounts receivable with significant single amounts (including accounts receivable and other receivables, single amount is recognized as RMB 1 million), and provision for bad debts shall be withdrawn on the basis of the balance between the current values of the predicted future cash flow lower than book value. The accounts receivable with significant single amounts but without occurring impairment shall be incorporated in accounts receivable after deducting accounts receivable with significant single amounts, and provision for bad debts shall be withdrawn in light of the aging analysis of closing balance. In accordance with such situations as real financial status and cash flow arising from debtors, the provision for bad debts shall be recognized based on aging analysis combining individual recognition, and then recorded into the gains and losses of the current period. 3) Withdrawal proportion of bad debts in every aging stage Aging Proportion taking up the bad debt provision for the accounts Proportion taking up the bad debt provision for the other accountsreceivable (%) receivable (%) Within one year 2 2 1-2 years 5 5 2-3 years 15 15 3-4 years 30 30 4-5 years 60 60 Over 5 years 100 100 Withdrawal policies for bad debt reserves of related parties: according to the 9th meeting of the 4th Board of Directors, as for the accounts receivable of the related party of the Company with continuous operation ability, the withdrawal of bad debt reserves could not excess 60% at most. 8. The classification, pricing and accounting methods for inventories; the recognition standard and withdrawal method of the inventories falling price reserves 1) Classification of the inventories: inventories refer to the raw material, packing material, unfinished products, finished products and low-value consumption which have not been sold and consumed in the production operation process. 2) The inventory system is on the basis of perpetual inventory method. 3) The cost of various inventories shall be measured in light of planned cost when buying in and putting in storage, while the cost shall be recorded in light of weighted average when issuing from the storage; the cost of good manufactured shall be carried forward at actual cost of the current period, while sales cost shall be carried forward at weighted average method. Low value consumables shall be amortized by employing the one-off write-off method when claiming. 4) As for the inventory falling price reserve: the inventories at the end of the report period will be priced according to the lower of the product cost and the net realizable value. When all the inventories are checked roundly, those which were destroyed, outdated in all or in part, sold at a loss, etc, shall be withdrawn the inventory falling price reserve. Where the coat of the single inventory item is higher than the net realizable value, the inventory falling price reserve shall be withdrawn and recorded into profits and losses of the current period. The net realizable inventory falling price reserve refers to the value minus the predicted expense needed in the process of completing the production and sales from the predicted price for sale when the Company runs normally. If the value of the inventory with inventory falling price reserve can be resumed, the inventory falling price reserve and the current income shall be adjusted in line with the increase amount by being resumed (the increase amount should be limited by the original withdrawal amount). 9. The method for measuring long-term equity investment Long-term equity investment includes the equity investment to its subsidiaries by the Company, the equity investment to the joint enterprises and the associated enterprises by the Company, and the long-term equity investment of the Companythat does not do join t control or does not have significant influences on the invested entity, and has no offer quotation in the active market and its fair value cannot be reliably measured. 1) Equity investment to the subsidiaries Subsidiary refers to the invested entity that can be controlled by the Company, i.e., the Company has the rights to decide the policies of finance and operation also can be benefited from such operating activities. When ascertaining whether or not it is able to control an invested entity, the Company shall take into consideration the invested entities’ current convertible corporate bonds and the current executable warrants held by the Company, as well as other potential factors concerning the voting rights. As for the investment to the subsidiary, the amount recognized on the basis of cost method shall be listed in the individual financial statements of the Company, and shall be merged after making an adjustment by employing the equity method when it works out consolidated financial statements. The price of a long-term equity investment measured by employing the cost method shall be included its initial investment cost. The dividends or profits declared to distribute by the invested entity shall be recognized as the current investment income. The recognized investment income shall be limited to the amount received from the accumulative net profits or cash dividends obtained by the investing entity exceeds the aforesaid amount, it shall be regarded as recovery of initial investment cost. The Company purchased a few equity held by the minority shareholders of the Company. When the Company made the consolidated financial statements, goodwill was recognized by the difference between attributable share of the fair value of the subsidiaries’ identifiable net assets on the transaction date which was measured and recognized by employing the new equity proportion, and the increase long-term equity investment cost owing to buying the equity. Apart from the part for goodwill, the difference between the increase long-term investment cost and the attributable share of the fair value of the subsidiaries’ identifiable net assets which began to account constantly since the purchase date (or combination date) and was measured and recognized by employing the new equity proportion, was adjusted to capital reserves and retained earnings. 2) The investment to the joint enterprise and the associated enterprise Where the Company and other parties do joint control over an invested entity, the invested entity shall be their joint enterprise; where the Company is able to have significant influences on an invested entity, the invested entity shall be its associated entity. The initial measurement of the joint enterprise and the associated enterprise is carried out on the basis of historical cost, and the subsequent measurement of them is conducted by employing the equity method. If initial investment cost in more than the investing enterprise’ attributable share of the fair value of the invested entity’s identifiable net assets for the investment, the difference shall be included in the initial investment cost. If the initial investment cost is less than the investing enterprise’ attributable share of the fair value of the invested entity’s identifiable net assets for the investment, the difference shall be included in the current profits andlosses and the investment cost shall be adjusted simultaneously. When measuring by employing equity method, the Company firstly makes an adjustment for the net profits and losses of the invested entity, including the adjustment on the basis of the fair value of the invested entity’s identifiable net capital when obtaining the investment, and the adjustment conducted during the period of unifying the accounting and its policies, then recognized the investment profits and losses of the current period according to the attributable share of the net profits and losses of the invested entity. The Company shall recognize the net losses of the invested enterprise until the book value of the long-term equity investment and other long-term rights and interests which substantially form the net investment made to the invested entity are reduced to zero. However, the Company has the obligation to undertake extra losses, the investment losses and predicted liabilities shall be recognized continuously. The other change in shareholders’ equity of the invested entity except the net profits and losses, shall be directly recorded into capital reserve by the Company in accordance with attributable or undertaken part measured by employing the proportion of holding equity, which are carried out under the condition of unchanged proportion of holding equity. The Company shall, in the light of the profits or cash dividends declared to distribute by the invested entity, calculate the proportion it shall obtain, and shall reduce the book value of the long-term equity investment correspondingly. 3) Other long-term equity investment An long-term equity investment of the Company that does not do joint control or does not have significant influences on the invested entity, and has no offer in the active market and its fair value cannot be reliably measured, which was measured by employing cost method. 10. The measure of measuring investment real estates 1) The classification of investment real estate The investment real estate includes the right to use land which has already been rented, the right to use any land which is held and prepared for transfer after appreciation, and the right to use any building which has already been rented. 2) The initial measurement of the investment real estate shall be made at its cost. (1) The cost of an investment real estate by acquisition consists of the acquisition price, relevant taxes, and other expense directly relegated to the asset. (2) The cost of a self-built investment real estate composes of the necessary expenses for building the asset to the hoped condition for use. (3) The cost of an investment real estate obtained by other means shall be recognized in accordance with the relevant accounting standards. 3) The investment real estate shall be measured by means of cost pattern on balance sheet date, depreciation or amortization for investment real estate shall be conducted in the light of such relevant policies as depreciation or amortization of fixed assets and intangible assets. 11. The method of measuring fixed assets1) The standard of fixed assets: are the houses, buildings, machines, engines, tanks, transportation vehicles and other equipments, apparatus and instruments related to production and operation which have been used over one year. So are the articles with value of over RMB 2000 and over two years’ service life, which do not belonged to the major equipments for production an operation. 2) The initial measurement of a fixed asset shall be made at its cost. The cost of a purchased fixed asset is based on the actual expense; the cost invested to a fixed asset by the investor shall be ascertained in accordance with the value as stipulated in the investment contract or agreement; the cost of a self-constructed fixed asset shall be formed by the necessary expenses incurred for bringing the asset to the expected condition for use; the costs of fixed assets acquired through the exchange of non-monetary assets, recombination of liabilities, merger of enterprises, and financial leasing shall be respectively ascertained in accordance with the Accounting Standard for Business Enterprises No. 7 - Exchange of Non-monetary Assets, the Accounting Standard for Business Enterprises No. 12 – Debt Restructuring, the Accounting Standard for Business Enterprises No. 21 – Leases. 3) If the relevant economic benefits are likely to flow into the enterprise and the cost of the fixed asset can be measured reliably, the subsequent expenses related to a fixed asset shall be included in the cost of fixed assets; otherwise, they shall be included in the current profits and losses. 4) The depreciation shall be made when the fixed assets reach to the expected condition for use, which shall be measured through straight-line method. expected life and annual depreciation rate of various fixed assets: Fixed assets Predicted useful life (year) Annual depreciation rate Houses and buildings 20-30 3.33%-5% Machine equipments 6-15 6.67%-16.67% Transportation equipments 5-10 10%-20% Other equipments 5-10 10%-20% For a fixed asset, the provision for depreciation has been made, the depreciable amount shall be measured on the basis of deducting the accumulative amount of the provision for impairment of the depreciated fixed asset. 5) The Company shall, at the end of each year, have a check on the useful life, expected net salvage and depreciation method of the fixed assets. If the fixed asset is in a state of disposal or the fixed asset is unable to generate any economic benefits through use or disposal as expected, the recognition of the fixed assets shall be terminated. When the Company sells, transfers or discards any fixed asset, or any fixed asset of the Company is damaged or destroyed, the Company shall deduct the book value and relevant taxes from the disposal income, and include the amount in the current profits and losses. If the recoverable amount of the fixed assets is less than the book value, the book value shall be reduced to the recoverable amount.12. The method of measuring construction in process The construction in process refers to the workshops, equipments and other facilities under construction, consisting of the necessary expense for building the asset to the hoped condition for use. The self-build one includes the material cost, direct labor, direct equipment construction cost, and the expense of building works and erection works in contract engineering, as well as the expense to be apportioned. The borrowing costs with the condition of capitalization shall be handled according to Accounting Standard for Business No. 17 – Borrowing Costs. The construction in process, of which the fixed assets reach to the predicted condition for use, shall carry forward fixed assets on schedule. The one that hasn’t audit the final accounting shall recognize the cost and make depreciation in line with valuation value. The construction in process shall adjust the original valuation value at its historical cost but not adjust the depreciation that has been made after auditing the final accounting. 13. The pricing and amortizing method of intangible assets 1) Pricing of the intangible assets The intangible assets shall be initially measured according to its cost. (1) The cost of outsourcing intangible assets shall include the purchase price, relevant taxes and other necessary expenditure directly attributable to intangible assets for the expected purpose. (2) The cost of self-developed intangible assets shall include the total expenditures incurred during the period from the time when it meets the following conditions to the time when the expected purposes of use are realized, except that the expenditures which have already been treated prior to the said period shall not be adjusted. ① It is feasible technically to finish intangible assets for use or sale; ② It is intended to finish and use or sell the intangible assets; ③ The usefulness of methods for intangible assets to generate economic benefits shall be proved, including being able to prove that there is a potential market for the products manufacturing by applying the intangible assets or there is a potential market for the intangible assets itself or the intangible assets will be used internally. ④ It is able to finish the development of the intangible assets, and able to use or sell the intangible assets, with the support of sufficient technologies, financial resources and other resources; ⑤ The development expenditures of the intangible assets can be reliably measured. (3) The cost invested into intangible assets by investors shall be determined according to the conventional value in the investment contract or agreement. (4) The costs of intangible assets acquired from non-monetary assets transaction, debt recombination, government subsides, and merger of enterprises shall be determined respectively according to the Accounting Standard for Business Enterprises No. 7 - Non-monetary Assets, Accounting Standard for Business Enterprises No. 12 – Debt Restructurings, Accounting Standard for Business Enterprises No. 16 – Government Grants and Accounting Standard for BusinessEnterprises No. 20 – Business Combinations. 2) Amortization of the intangible assets (1) As for the intangible assets with limited service life, which are amortized by straight-line method when it is available for use within the service period, shall be recorded into the current profits and losses. The Company shall, at least at the end of each year, check the service life and the amortization method of intangible assets with limited service life. When the service life and the amortization method of intangible assets are different from those before, the years and method of the amortization shall be changed. (2) Intangible assets with uncertain service life may not be amortized. However, the Company shall check the service life of intangible assets with uncertain service life during each accounting period. Where there are evidences to prove the intangible assets have limited service life, it shall be estimated of its service life, and be amortized according to the above method mentioned in (1). (3) The rights to use land of the Company shall be amortized according to the rest service life. 14. The evidence and recognition method for withdraw the impairment provision of long-term assets (1) At the end of accounting period, the Company shall check the long-term assets. There may be an impairment of assets when the following signs occur. The recoverable amount shall be estimated and the asset impairment loss shall be made in light of the difference that the recoverable amount of assets is less than the book value when the impairment happens. The signs are stated as follows: (1) The current market price of assets falls, and its decrease is obviously higher than the expected drop over time or due to the normal use; (2) The economic, technological or legal environment in which the enterprise operates, or the market where the assets is situated will have any significant change in the current period or in the near future, which will cause adverse impact on the enterprise; (3) The market interest rate or any other market investment return rate has risen in the current period, and thus the discount rate of the enterprise for calculating the expected future cash flow of the assets will be affected, which will result in great decline of the recoverable amount of the assets; (4) Any evidence shows that the assets have become obsolete or have been damaged substantially; (5) The assets have been or will be left unused, or terminated for use, of disposed ahead of schedule; (6) Any evidence in the internal report of the enterprise shows that the economic performance of the assets has been or will be lower than the expected performance, for example, the net cash flow created by assets or the operating profit (or loss) realized is lower (higher) than the expected amount; (7) Other evidence indicates that the impairment of assets has probably occurred. 2) The evidences to withdraw the impairment provision of long-term investment,fixed assets, construction in process and intangible asset: at the end of the report period, the Company will withdraw the asset impairment provision according to the difference that the recoverable amount of single asset is less than the book value. The recoverable value shall be recognized according to the high one between the net amount of fair value deducting disposal charge and the current value of the expected future cash flow of assets. If the recoverable amount of the single asset cannot be obtained, the recoverable amount shall be recognized on the basis of the asset group to which the asset belongs. 3) The business reputation formed by merger of enterprises shall be distributed into the related asset group at the end of every year, then the asset group shall have the impairment test to measure the recoverable amount, comparing to the book value, if the recoverable amount of the asset group is less than the book amount, the difference shall first charge against the book value of the business reputation which is apportioned to the asset group; if the book value of the business reputation is not enough to charge against the difference, the uncharged balance shall be distributed by the other assets of the asset group in accordance with the book value. 4) The recognition of the asset group under impairment test: the related minimum of asset groups that can share the synergetic benefit brought from merger through the prediction of the Company. 5) The above impairment losses of assets cannot be reversed as soon as they are recognized. 15. The amortization method of long-term deferred expenses The long-term deferred expenses occurred in the Company shall be priced at its historical cost and conducted average amortization at the expected beneficial period. As for the long-term deferred expenses item that cannot bring benefit in the afterward accounting period, the amortized value in the said item shall be recorded into the current profits and losses in total when it is recognized. 16. Measurement method of borrowing costs 1) The borrowing costs of the Company shall include interest on borrowings, amortization of discounts or premiums on borrowings, ancillary expenses, and exchange balance on foreign currency borrowings. 2) Where the borrowing costs incurred to the Company can be directly attributable to the acquisition and construction or production of assets eligible for capitalization, it shall be capitalized and recorded into the costs of relevant assets. Other borrowing costs shall be recognized as expenses on the basis of the actual amount incurred, and shall be recorded into the current profits and losses. 3) The borrowing costs shall be capitalized when the asset disbursements, the borrowing costs and the acquisition and construction or production activities which are necessary to prepare the asset for its intended use or sale have already incurred. Where the acquisition and construction or production of a qualified asset is interrupted abnormally and the interruption period lasts for more than 3 months, the capitalization of the borrowing costs shall be suspended. When the acquisition andconstruction assets reach the predicted condition for use, the capitalization of the borrowing costs shall be suspended, and the borrowing costs occur afterwards which are used in the current period shall be recognized as profits and losses. 4) The to-be-capitalized amount in each accounting period shall be measured and recognized on the basis of the weighted average amount of the accumulative expenses from acquisition and construction assets and capitalization rate at the end of the current period. As for specifically borrowed loans for the acquisition and construction or production of assets eligible for capitalization, the to-be-capitalized amount of interests shall be determined in light of the actual cost incurred of the specially borrowed loan at the present period minus the income of interests earned on the unused borrowing loans as a deposit in the bank or as a temporary investment. Where a general borrowing is used for the acquisition and construction or production of assets eligible for capitalization, the enterprise shall calculate and determine the to-be-capitalized amount of interests on the general borrowing by multiplying the weighted average asset disbursement of the part of the accumulative asset disbursements minus the general borrowing by the capitalization rate of the general borrowing used. 17. Measurement method of estimated debts The obligation pertinent to Contingencies shall be recognized as estimated debts when the following conditions are satisfied simultaneously: (1) That obligation is a current obligation of the enterprise; (2) It is likely to cause any economic benefit to flow out of the enterprise as a result of performance of the obligation; (3) The amount of the obligation can be measured in a reliable way. The Company shall check the book value of the estimated debts on the balance sheet date. If there is any exact evidence indicating that the book value cannot really reflect the current best estimate, the Company will adjust the book value in accordance with the current best estimate. 18. Measurement method of the deferred income tax assets or the deferred income tax liabilities Where there is difference (temporary difference) between the carrying amounts of the assets or liabilities and its tax base, the deferred income tax assets or the deferred income tax liabilities shall be determined. According to tax law, the deductible loss and tax deduction which can deduct the taxable amount in the subsequent years, regarding as temporary difference, shall be recognized as the corresponding deferred income tax assets. As for the temporary difference arising from the initial recognition of the goodwill, the corresponding deferred income tax liabilities. When the temporary difference is arisen from the initial recognition of the assets or liabilities incurring in the transaction which is not business combination and does not affect the accounting profits or the taxable amount (or the deductible loss), the corresponding deferred income tax assets and deferred income tax liabilities shall not recognized. On the balance sheet date, the deferred income tax assets and deferred income taxliabilities shall be measured at the tax rate applicable to the period during which the assets are expected to be recovered or the liabilities are expected to be settled. The Company shall recognize the deferred income tax assets to the extent of the amount of the taxable income which it is likely to obtain and which can be deducted from the deductible temporary difference, deductible loss and tax deduction. The deferred income tax liabilities arising from the temporary differences related to the investments of subsidiary companies, associated enterprises and joint enterprises shall be recognized. However, the deferred tax income assets and deferred income tax liabilities shall not recognized which meet the conditions that the Company can control the time of the reverse of temporary differences which are likely to be reversed in the expected future. 19. Measurement method of revenues 1) The recognition of the revenue from selling goods: the revenue from selling shall be recognized by the following conditions: The significant risks and rewards of ownership of the goods have been transferred to the buyer by the Company; the Company retains neither continuous management right that usually keeps relation with the ownership nor effective control over the sold goods; the relevant amount of revenue can be measured in a reliable way; the relevant revenue and costs of selling goods can be measured in a reliable way. 2) The recognition of the revenue from providing labor services: When the total revenue and costs from providing labor can be measured in a reliable way; the relevant economic benefits are likely to flow into the enterprise; the schedule of completion under the transaction can be measured in a reliable way, the revenue from providing labor shall be recognized. 3) The recognition of the revenue from abalienating the right to use assets: When the relevant economic benefits are likely to flow into the enterprises and the amount of revenues can be measured in a reliable way, the revenue from abalienating the right to use assets shall be recognized. 20. The recognition and measurement of the transfer of financial assets 1) The recognition of the transfer of financial assets: Where the Company has transferred nearly all of the risks and rewards related to the ownership of the financial assets to the transferee under the following circumstances, it shall recognize the transfer of the financial assets and stop recognizing the financial asset. (1) The Company shall sell the financial assets without the right of recourse; (2) The Company shall sell the financial assets while signs the agreement with the buyer, and repurchase at the fair value of the intraday financial asset during stipulated time; (3) The Company shall sell the financial assets while signs the put option contract with the buyer, which is regarded as a significant out-of-money option judged by the contract items. 2) The measurement of the transfer of financial assets (1) The measurement of the transfer of the entire financial assets: The differencebetween the book value of the transferred financial asset and the sum of consideration received from the transfer, and the accumulative amount of the changes of the faire value originally recorded into the owners’ equity, shall be recorded into the profits and losses of the current period. (2) The measurement the transfer of partial financial asset: As for the transfer of partial financial asset, the entire book value of the transferred financial asset shall, between the portion whose recognition has been stopped and the portion whose recognition has not been stopped, be apportioned according to their respective relative fair value, and the difference between the book value of the portion whose recognition has been stopped and the portion of the accumulative amount of changes in the fair value originally recorded in the owners’ equity which corresponds to the portion whose recognition has been stopped, shall be recognized after the apportionment of the accumulative amount according to the relative fair value of the portion of financial asset whose recognition has been stopped the portion of financial asset whose recognition has not been stopped. 21. The accounting treatment of income tax expense The accounting treatment of income tax expense was adopted balance sheet debt method. The income taxes of the current period and deferred income tax of an enterprise shall be treated as income tax expenses or incomes, and shall be excluding the income tax incurred under the following circumstances: 1) The business combination; 2) The transactions or events directly recognized as the owners’ rights and interests. Note 5: Tax and its advantage The major tax categories and tax rates applicable to the Company are described as follows: (1) Turnover tax Tax on value added: the tax rate of selling farm diesel engine shall be 13% or 17%, while the tax rate of other sales income shall be 17%. Business tax: the tax rate of the business tax applicable to the common labor and other revenue shall be 5%. (2) Tax on city maintenance and construction and extra-charges for education Tax on city maintenance and construction, extra-charge for education: shall be paid by measuring according to the rules of the tax paying unit which belongs to the Local Taxation Bureau. 3) Income tax: income tax shall be measured at 25% in total. In accordance with Notice of Ministry of Finance, State Administration for Taxation and General Administration of Customs on the Tax Favorable Policies for Western Development, Changchai Wanzhou Diesel Engine Co., Ltd., a subsidiary company of the Company, shall pay corporate income tax at tax rate of 15% from 2001 to 2010. (4) Tax on real estate: the tax rate of the real estate for self-use of which tax is measured at 70% of the original value of the real estate at the end of last year, shall be 1.2%. The tax rate of the real estate for renting, of which tax is measuredaccording to the revenue from leasing real estate, shall be 12%. Note 6: Business merger and consolidated financial statement 1. Shareholding subsidiaries and joint-venture enterprises 1) Three shareholding subsidiaries under the Company as at 30 Jun. 2009: (Unit: RMB ten thousand) Name of subsidiaries Registration place Legal representative Registered capital Shareholding proportion Major business Changchai Wanzhou Diesel Engine Co., Ltd. (Changwan) No. 1101, Xiamen Road, Wanzhou, Chongqing Yin Lihou 3500 60% Production and sales of diesel engine Changzhou Changchai Benniu Diesel Engine Fittings Co., Ltd. (Benniu) Nanguan Village, Benniu Town, Wujin Qiang Jinlong 3378.64 75% Production and sales of diesel engine fittings Nanjing Changli Agricultural Machinery Fittings Co., Ltd. Economy Development Zone of Lishui County, Nanjing Xue Guojun 500 100% Agricultural mechanization production, electromechanical product, spare parts and maintenance service 2) Change in scope of the consolidated statement As at 30 Jun. 2009, the consolidation scope of the subsidiaries and the Company remained unchanged. 3) As at 30 Jun. 2009, there are no joint-venture enterprises in the Company. 2. Measure method of business combination 1) The business combination under the same control: the consideration paid by combining party and the net assets obtained by the combining party shall be measured according to the book value. As for the balance between the carrying amount of the net assets obtained by the combining party and the carrying amount of the consideration paid by it and the total par value of the shares issued, the additional paid-in capital shall be adjusted. The direct cost for the business combination of the combining party shall be recorded into the profits and losses at the current period. The bonds issued for a business combination or the handling fees, commissions and other expenses for assuming other liabilities shall be recorded into the amount of initial measurement of the bonds or other debts. 2) The business combination not under the same control: the combination costs of the acquirer and the identifiable net assets obtained by the acquirer shall be measured based on fair value. The acquirer shall recognize the positive balance between the combination costs and the fair value of the identifiable net assets it obtains from the acquiree as business reputation. The combination costs are less than the fair value of the identifiable net assets it obtains from the acquiree, it shall record the balance into the profits and losses of the current period. The direct cost for the business combination of the combining party shall be recorded into costs of business combination. The bonds issued for a business combination or the handling fees,commissions and other expenses for assuming other liabilities shall be recorded into the amount of initial measurement of the bonds or other debts. 3. Method for compiling consolidated financial statements The consolidation scope of the consolidated financial statements includes the Company and its subsidiaries. Since the actual control right of the subsidiary was obtained, the Company has started to bring it into combination, which shall be suspended since the actual control date ends. All the significant current balance, transactions and unrealizable profits of the Group shall be offset when the consolidated financial statements were made. The shareholder’s interest of the subsidiaries which doesn’t belong to the portion that the Company owns shall be represented solely as the minority interest in the shareholders’ interest of the consolidated financial statements. When the accounting policies or accounting period between the Company and its subsidiaries, when the consolidated financial statements are made, the financial statements of the subsidiaries shall be adjusted and combined according to the accounting policies or accounting period of the Company. As for the subsidiaries obtained from business combination not under the same control, when the financial statements are made, the specific financial statements shall be adjusted on the basis of the fair value of identifiable net assts on the acquisition date. As for the subsidiaries obtained from business combination under the same control, when the financial statements are made, the sides anticipated in the combination shall exist at the present situation when the final controller started to implement control.Note 7: Notes to major items of the consolidated financial statements (The following amount is expressed in RMB unless otherwise special explanation) 7-01 Monetary funds 1) Items 2009-6-30 2008-12-31 Cash 370,448.92 181,888.70 Bank deposit 849,469,063.33 402,469,454.96 Other 7,623.49 127,623.49 Total 849,847,135.74 402,778,967.15 2) Foreign currency funds in the monetary funds 2009-6-30 2008-12-31 Foreign currency Original currency Exchang e rate Converted into RMB Original currency Exchang e rate Converted into RMB USD 6,076,762.17 6.8319 41,657,926.21 1,383,044.95 6.8346 9,452,559.01 EURO 205,255.83 9.6408 1,968,049.84 148,543.65 9.659 1,434,783.12 43,625,976.05 10,887,342.13 7-02 Tradable financial assets Contents 2009-6-30 2008-12-31 Cost of Foton Motor’s shares 5,204,700.00 Change in fair value of Foton Motor’s shares 16,440,300.00 Total 21,645,000.00 Closing balance has decreased compared with the opening balance, which was mainly because that the Company sold 4,500,000 shares of Foton Motor that are divided in tradable financial assets. 7-03 Notes receivable 1) Items 2009-6-30 2008-12-31 Bank acceptance bills 31,584,198.04 27,121,088.60 Total 31,584,198.04 27,121,088.60 2) No notes with overdue account that hadn’t received, mortgage or frozen account occurred atthe end of reporting period, which would exist significant limitation to cashability. 7-04 Accounts receivable 1) Aging 2009-6-30 Amount Proportion (%) Withdrawal proportion (%) Bad debt provision Net amount of accounts receivable Within 1 year 282,694,147.74 49.33 2.19 6,195,260.07 276,498,887.67 1-2 years 4,018,408.25 0.70 44.26 1,778,577.98 2,239,830.27 2-3 years 27,107,975.55 4.73 34.20 9,272,023.09 17,835,952.46 3-4 years 17,125,585.91 2.99 96.94 16,601,740.00 523,845.91 4-5 years 6,604,223.37 1.15 81.35 5,372,231.40 1,231,991.97 Over 5 years 235,533,422.87 41.10 100.00 235,533,422.87 Total 573,083,763.69 100.00 274,753,255.41 298,330,508.28 2008-12-31 Amount Proportion (%) Withdrawal proportion (%) Bad debt provision Net amount of accounts receivable Within 1 year 178,103,561.43 37.21 2.24 3,985,046.13 174,118,515.30 1-2 years 6,004,102.65 1.25 31.44 1,887,837.70 4,116,264.95 2-3 years 30,547,662.17 6.38 31.65 9,667,501.77 20,880,160.40 3-4 years 18,843,431.63 3.94 90.84 17,117,093.72 1,726,337.91 4-5 years 11,944,438.32 2.50 71.81 8,577,680.37 3,366,757.95 Over 5 years 233,219,721.86 48.72 100.00 233,219,721.86 Total 478,662,918.06 100.00 274,454,881.55 204,208,036.51 2)Classified by account nature 2009-6-30 2008-12-31 Items Amount Propor tion Bad debt provision Amount Propor tion Bad debt provision(%) (%) Significant single amount 435,613,913.98 76.01 221,012,818.45 359,101,103.23 75.02 231,211,877.02 Insignificant single amount 137,469,849.71 23.99 53,740,436.96 119,561,814.83 24.98 43,243,004.53 573,083,763.69 100.00 274,753,255.41 478,662,918.06 100.00 274,454,881.55 Accounts receivable with significant single amounts (over RMB 1,000,000 Yuan) shall be subject to impairment test separately. There is the objective evidences indicated impairment, thus the Company withdrew reserve for bad debt of RMB 221,012,800 as at the end of reporting period. 3)Foreign currency accounts receivable in accounts receivable 2009-6-30 2008-12-31 Currency Original currency RMB converted to Original currency RMB converted to USD 2,232,012.56 15,248,886.63 1,909,749.38 13,052,372.86 Total 15,248,886.63 13,052,372.86 4)No arrearage from the shareholders holding over 5% (including 5%) of the equity of the Company existed in the balance of accounts receivable. 5)The arrearage total of the first five arrearage entities listed in the closing balance of accounts receivable was RMB 133,305,700, taking up 23.26% of the balance of accounts receivable. 7-05 Prepayment 2009-6-30 2008-12-31 1) Aging Amount Proportion (%) Amount Proportion (%) Within 1 year 11,232,918.38 89.04 8,304,653.35 85.76 1-2 years 184,642.12 1.46 180,429.32 1.86 2-3 years 332,002.26 2.63 331,740.82 3.43 3-4 years 4-5 years Over 5 years 866,429.69 6.87 866,429.69 8.95 Total 12,615,992.45 100.00 9,683,253.18 100.00 2) No account from shareholders holding over 5% (including 5%) of the equity of the Company existed in the prepayments at the end of reporting period. 3) The arrearage total of the first five arrearage entities listed in the prepayment at the end of reporting period was RMB 6,842,658.5, taking up 54.24% of the prepayment of the Company at the end of the report period.4) Closing balance increased by 30.29% compared with the opening balance, which was because the Company prepaid the part of payment for goods due to upward tendency in the price of raw materials. 7-06 Other receivables 1) Aging 2009-6-30 Amount Proportion (%) Withdrawal proportion (%) Bad debt provision Net amount of other receivables Within 1 year 19,704,527.80 25.13 2 394,090.54 19,310,437.26 1-2 years 2,446,329.50 3.12 5 122,316.47 2,324,013.03 2-3 years 3,340,551.41 4.26 15 501,082.71 2,839,468.70 3-4 years 95,900.19 0.12 83.63 80,204.78 15,695.41 4-5 years 31,922.32 0.04 71.19 22,726.32 9,196.00 Over 5 years 52,789,809.70 67.33 97.96 51,711,427.52 1,078,382.18 Total 78,409,040.92 100.00 52,831,848.34 25,577,192.58 2008-12-31 Amount Proportion (%) Withdrawal proportion (%) Bad debt provision Net amount of other receivables Within 1 year 12,429,346.16 16.85 2 248,586.92 12,180,759.24 1-2 years 4,562,462.58 6.19 5 228,123.13 4,334,339.45 2-3 years 251,585.40 0.34 15 37,737.81 213,847.59 3-4 years 203,768.18 0.28 89.46 182,285.18 21,483.00 4-5 years 90,078.12 0.12 63.97 57,619.80 32,458.32 Over 5 years 56,210,878.37 76.22 79.93 44,930,696.59 11,280,181.78 Total 73,748,118.81 100.00 45,685,049.43 28,063,069.38 2) No arrearage from the shareholders holding over 5% (including 5%) of the equity of the Company existed in other receivables at the end of the report period. 3) The arrearage total from the first five arrearage entities was RMB 34,990,200, taking up 44.63% of other accounts receivable of the Company at the end of report period. 4) Other accounts receivable with large amount were listed as follows:Entity Amount Nature of account Changzhou Vehicle Co., Ltd. 11,658,255.41 Borrowing Changzhou Investment Group Co., Ltd. 10,000,000.00 Borrowing Changchai Combined Harvester Co., Ltd. 5,391,910.91 Borrowing Lanzhou Changchai Northwest Vehicle Co., Ltd. 5,000,000.00 Borrowing Changzhou Compressor Co., Ltd. 2,940,000.00 Current payment 7-07 Inventory 1) Items 2009-6-30 Amount Proportion (%) Provision for falling price Net amount of inventory Raw material 83,913,032.69 31.48 3,622,296.71 80,290,735.98 Consigned materials for processing 1,527,223.00 0.57 1,527,223.00 Goods in process 80,710,438.60 30.28 80,710,438.60 Finished products 99,657,592.39 37.39 99,657,592.39 Low-value consumption 726,127.37 0.28 726,127.37 Total 266,534,414.05 100.00 3,622,296.71 262,912,117.34 2008-12-31 Raw material Amount Proportion (%) Provision for falling price Net amount of inventory Consigned materials for processing 105,308,232.52 31.18 13,005,393.08 92,302,839.44 Goods in process 3,038,765.60 0.90 3,038,765.60 Finished products 98,818,047.43 29.26 98,818,047.43 Low-value consumption 129,978,563.63 38.48 971,756.37 129,006,807.26 Total 611,254.08 0.18 611,254.08Raw material 337,754,863.26 100.00 13,977,149.45 323,777,713.81 2)On balance sheet date, the inventory is measured according to the lower between cost and the net realizable value. The inventory cost which was higher than the net realizable value should be withdrawn falling price reverses. The net realizable value should be recognized in accordance with the predicted price in the process of normal production and operation minus the amount of the cost which was estimated to happen at the time of completion, the estimated sales expenses and related tax expenses. 3)No capitalization amount of borrowing costs existed in the inventory of the Company, neither did such inventory of which right was restricted as mortgage in the inventory at the end of the report period. 7-08 Financial assets available for sale Items 2009-6-30 2008-12-31 Remark Cost on Foton Motor Stock 41,784,000.00 41,784,000.00 Holding 36,125,000 shares as at the end of the report period Change in fair value on Foton Motor Stock 436,872,250.50 131,977,250.00 Fair value is calculated based on the closing price as at the end of the report period. Cost on Jiangsu Expressway 90,500.00 90,500.00 Holding 50,000 shares as at the end of the report period. Change in fair value on Jiangsu Expressway 227,000.00 181,500.00 Fair value is calculated based on the closing price as at the end of the report period. Total 478,973,750.50 174,033,250.00 Closing balance has increased by 175.22% compared with the opening balance, which was because the fair value of shares of Foton Motor and Jiangsu Expressway held by the Company rise in the reporting period. 7-09 Long-term equity investment Name of investee units Invest ment term Ratio in the equity of the investee units Initial investment amount Equity for the current period Decrease for the current Accumulative equity Closing balance of impairment provision 30 Jun. 2009 Changzhou Fuji Changchai Robin Gasoline Engine Co., Ltd. 1999- 2049 33% 12,294,546.00 296,708.31 5,474,976.61 17,769,522.61 Beijing Tsinghua Industrial Investment Management Co., 1999- 2049 25% 2,500,000.00 -2,500,000.00 0.00Note: ①Notes: Others: RMB 20,000 was invested to Changzhou Economic and Technology Development Company, RMB 100,000 was invested to Changzhou Tractor Plant, RMB 200,000 was invested to Industry Fund Fraternity of Changzhou Economic & Trade Commission, RMB 90,000 was invested to Beijing Project Machine Agricultural Machinery Co., Ltd.. The above four items were hard to take back fully withdrawn impairment provision. ②Shenzhen Drgama Network System Co., Ltd. failed to do annual inspection for industry and commerce administration for four years. It is in disorganization actually, so the Company withdrawn impairment provision fully. ③In accordance with the resolutions of temporary meeting of the Board held on 1 Jun. 2009, of the 1st temporary shareholders’ general meeting held on 17 Jun. 2009 and of the equity transfer agreement signed on 27 May 2009, the Company transferred 35,117,105 shares of KAMA Co., Ltd. to China Hengtian Group Co., Ltd at the price of RMB 5.33 per share, totaling RMB 187,174,169.65 as equity transfer payment. 7-10 Investment properties Name of projects 2008-12-31 Increase for the current period Decrease for the current period 2009-6-30 Houses and buildings 87,632,571.14 87,632,571.14 Less: accumulative depreciation 14,893,155.51 1,104,170.40 15,997,325.91 Net value of 72,739,415.63 71,635,245.23 Ltd. Shenzhen Drgama Network System Co., Ltd. 1999- 2014 34% 2,388,157.00 5,048,232.00 7,436,389.00 0.00 Jiangsu Bank 38,000,000.00 38,000,000.00 Lanzhou Northwest Vehicle Corporation 5% 5,000,000.00 5,000,000.00 KAMA CO.,LTD. (Corporate B stock) 5.49% 31,706,441.63 31,706,441.63 0.00 Yangdong Co., Ltd. 0.43% 1,000,000.00 1,000,000.00 Chengdu Changwan Diesel Engine Markeing Corp. 510,000.00 510,000.00 0.00 Chongqing Wanzhou Changwan Diesel Engine Fitting Corp. 290,000.00 290,000.00 0.00 Other 410,000.00 410,000.00 0.00 Total 94,099,144.63 296,708.31 31,706,441.63 8,023,208.61 8,646,389.00 61,769,522.61investment properties In the reporting year, the investment property is Changchai Mansion, which was used for lease and shall be measured by employing historical cost. 7-11 Fixed assets 1) Increase or decrease change in fixed assets Original value 2008-12-31 Increase for the current period Decrease for the current period 2009-6-30 Houses and buildings 370,557,348.91 370,557,348.91 Machinery equipment 402,949,999.28 23,916,100.98 4,711,854.93 422,154,245.33 Transportation vehicle 23,187,028.08 639,225.40 1,821,999.00 22,004,254.48 Other equipment 39,094,597.35 2,593,388.48 467,155.00 41,220,830.83 835,788,973.62 27,148,714.86 7,001,008.93 855,936,679.55 Accumulative depreciation 2008-12-31 Increase for the current period Decrease for the current period 2009-6-30 Houses and buildings 148,904,523.47 6,653,685.84 155,558,209.31 Machinery equipment 264,547,866.52 12,153,543.37 3,962,564.03 272,738,845.86 Transportation vehicle 15,500,792.13 806,869.14 1,782,165.13 14,525,496.14 Other equipment 27,738,264.08 1,640,183.22 457,016.59 28,921,430.71 456,691,446.20 21,254,281.57 6,201,745.75 471,743,982.02 Impairment provision 2008-12-31 Increase for the current period Decrease for the current period 2009-6-30 Houses and buildings 11,344,597.44 1,983,964.80 13,328,562.24 Machinery equipment 3,627,611.50 47,163.00 3,674,774.50 Transportation vehicle Other equipment14,972,208.94 2,031,127.80 17,003,336.74 Net value of fixed assets 2008-12-31 2009-6-30 Houses and buildings 210,308,228.00 203,654,542.16 Machinery equipment 134,774,521.26 145,740,624.97 Transportation vehicle 7,686,235.95 7,478,758.34 Other equipment 11,356,333.27 12,299,400.12 364,125,318.48 369,173,325.59 2) The original value of fixed assets was RMB 23,420,487.89 from the construction in progress in the reporting period. 3) The increase of fixed assets in the reporting period is from the street properties and machinery equipment; while the decrease is caused by the disposal of end-of-life equipment. 4) No capitalization interest amount existed in the increase of the fixed assets. 5) Mortgage of the fixed assets Fixed assets pledged on 30 Jun. 2009 Assets Original carrying value Net carrying value Loan balance Houses and buildings 12,614,700 9,248,900 Machinery equipment 6,994,300 1,696,800 “Changwan borrowed RMB 8.5 million from Chongqin Sanxia Bank Gaosuntang Sub-branch Houses and buildings 4,776,200 2,277,500 Benniu borrowed RMB 2.0 million from Jiangsu Wujin Rural Commercial Bank Co., Ltd. Houses and buildings 23,881,300 11,387,300 Benniu borrowed RMB 10 million from Agricultural Bank of China Changzhou Wujin Sub-branch 48,266,500 24,610,500 6)The provision for impairment of fixed assets increased by RMB 2,031,127.80 in the reporting period. In accordance with the policies stated in No. 14 of Note 4 to the consolidated financial statement, the Company withdrew the provision for impairment of unused houses amounting to RMB 1,983,964.80. Changzhou Changchai Benniu Diesel Engine Fitting Co., Ltd. madeprovision for impairment of machinery equipment by RMB 47,163.00. 7-12 Construction in progress 1) Construction projects Opening balance Increase for the current period Transferring into fixed assets in the reporting period Closing balance Sources of capital Expansion capacity of multi-cylinder 11,784,770.08 16,484,493.01 15,595,056.08 12,674,207.01 Self-finan cing Experimental workshop of technology center 17,129,608.17 16,284,933.47 950,529.92 32,464,011.72 Self-finan cing Renovation of network of pipes 855,000.00 855,000.00 Self-finan cing Renovation of casting 20,760,295.15 10,279,042.16 31,039,337.31 Self-finan cing Other 19,176,025.41 23,451,509.18 6,874,901.89 35,752,632.70 Self-finan cing Total 69,705,698.81 66,499,977.82 23,420,487.89 112,785,188.74 2) Amount of interest capitalization in the construction in progress is RMB 1,869,051.00 in the reporting period; 3)At the end of period, the construction in progress is made a overall check, there exists no situation that the recoverable amount is lower than carrying value due to steady declines of market price, technological obsolescence, damage, long-term idling, as a result, the provision for impairment of the construction in progress shall not be withdrawn. 7-13 intangible assets Items Closing initial amount Opening balance Increase for the current period Withdrawal for the current period Transfer-out for the current period Closing balance Rest amortiza tion Period Land use right 131,158,184.40 106,058,876.72 1,320,991.86 104,737,884.86 35.-43.3year Special technology 43,500.00 43,594.00 39,319.00 4,275.00 Total 132,369,684.40 106,102,470.72 1,360,310.86 104,742,159.86Note: At the end of period, there was no provision for impairment that need to be withdrawn. 7-14 Deferred income tax assets 1) Deferred income tax assets recognized 2009-6-30 2008-12-31 Provision for bad debts 1,152,885.64 620,237.12 Total 1,152,885.64 620,237.12 2) Deductible temporary difference 2009-6-30 2008-12-31 Provision for bad debts 4,611,542.57 2,480,948.47 Total 4,611,542.57 2,480,948.47 7-15 Short-term borrowing 1)Category 2009-6-30 2008-12-31 Loan on security 22,000,000.00 14,500,000.00 Collateral loan 20,500,000.00 31,700,000.00 Commission loan 5,000,000.00 5,000,000.00 Total 47,500,000.00 51,200,000.00 2)Breakdown of collateral loan Loan bank Loan condition Annual interest rate Loan term Closing amount Chongqing Sanxia Bank Gaosuntang Sub-branch Mortgage and pledge 9.711 2008.8.7-2009.8.6 8,500,000.00 Agricultural Bank of China, Changzhou Wujin Sub-branch Mortgage 5.346 2009.2.16-2009.8.13 3,000,000.00 Agricultural Bank of China, Changzhou Wujin Sub-branch Mortgage 5.346 2009.6.4-2009.12.3 7,000,000.00 Jiangsu Wujin Rural Commercial Bank Co., Ltd. Mortgage 6.0003 2009.3.10-2009.12.25 2,000,000.00 20,500,000.00For details of mortgage, please refer to Note 7-11 (5) fixed assets. 3) Breakdown of loan on security Loan bank Secured entity Annual interest rate Loan term Closing amount Bank of Communications Changzhou Branch Business Department Changchai Company, Limited 5.0445 2009.3.6-2010.3.6 5,000,000.00 Bank of Communications Changzhou Branch Business Department Changchai Company, Limited 5.0445 2009.3.11-2010.3.11 4,500,000.00 Bank of Communications Changzhou Branch Business Department Changchai Company, Limited 5.0445 2009.3.13-2010.3.13 5,000,000.00 Chongqing Sanxia Bank Gaosuntang Sub-branch State-owned Assets Guarantee Co., Ltd. of Wanzhou District, Chongqing 6.903 2009.4.21-2010.4.20 1,500,000.00 Chongqing Sanxia Bank Gaosuntang Sub-branch State-owned Assets Guarantee Co., Ltd. of Wanzhou District, Chongqing 6.903 2009.5.13-2010.5.12 3,000,000.00 Chongqing Sanxia Bank Gaosuntang Sub-branch State-owned Assets Guarantee Co., Ltd. of Wanzhou District, Chongqing 6.903 2009.6.3-2010.6.2 3,000,000.00 22,000,000.00 4) Breakdown of commission loan Loan bank Entrusted entity Annual interest rate Loan term Closing amount Chongqing Sanxia Bank Business Department Chongqing Wanzhou District State-owned Assets Guaranty Co., Ltd. 9.711 2008.9.11-2009.9.10 5,000,000.00 5,000,000.00 5)There was no overdue loan in the short-term loan as at the end of the report period.7-16 Notes payable 1)Category 2009-6-30 2008-12-31 Bank acceptance bills 226,859,800.00 136,103,600.00 Total 226,859,800.00 136,103,600.00 2)The main reason for the increase of closing balance by 66.68% compared to that of year-begin in the notes payable was because the Company paid the supplier for the payment for goods mostly by the means of bank acceptance bill. 7-17 Accounts payable 2009-6-30 2008-12-31 425,650,890.14 361,368,076.43 425,650,890.14 361,368,076.43 1)Classified by the nature of accounts payable 2009-6-30 2008-12-31 Amount Ratio (%) Amount Ratio (%) Operating accounts payable 422,033,858.11 99.15 357,873,444.40 99.03 Accounts payable for engineering 3,617,032.03 0.85 3,494,632.03 0.97 425,650,890.14 100.00 361,368,076.43 100.00 2)No account which was owed to the shareholders holding over 5% (including 5%) of the Company existed in the accounts payable. 7-18 Account collected in advance 2009-6-30 2008-12-31 44,265,465.88 24,690,165.89 44,265,465.88 24,690,165.89 1)No accounts collected in advance with large amount of which account age was over one year existed in the balance at the period-end 2) No account which was owed to the shareholders holding over 5% (including 5%) of the Company existed in the accounts collected in advance. 3) Closing balance has increased by 79.28% compared with the opening balance, which was mainly because the Company prepaid the part of payment for goods due to upward tendency in the price of raw materials..7-19 Payroll payable Items 2008-12-31 Increase for the current period Decrease for the current period 2009-6-30 Wages, bonuses, allowance and subsidies for the employees 19,571,464.03 46,285,553.23 64,596,704.15 1,260,313.11 Welfare expenses for the employees 4,614,815.89 4,614,815.89 Trade union funds and staff training expense 5,625,787.85 1,282,628.14 1,248,958.24 5,659,457.75 Social insurances 172,530.00 23,205,814.05 22,967,911.55 410,432.50 Of which: endowment insurance 16,988,308.64 16,988,308.64 Basic medical insurance 172,530.00 4,342,318.06 4,104,415.56 410,432.50 Unemployment insurance 980,322.59 980,322.59 Work injury insurance 521,475.81 521,475.81 Maternity insurance 373,388.95 373,388.95 Housing accumulation fund 4,733,348.00 4,733,348.00 Compensations for the cancellation of the labor relationship with the employees 1,184,483.00 1,184,483.00 25,369,781.88 81,306,642.31 99,346,220.83 7,330,203.36 7-20 Taxes and dues payable Items 2009-6-30 Rate of tax for the reporting period 2008-12-31 VAT -19,046,369.06 Note 5 under this notes to financial statement -32,856,189.17 Tax for municipal maintenance and construction 840,961.93 Note 5 under this notes to financial statement 959,173.65 Corporate income tax 33,001,645.12 Note 5 under this notes to financial statement 487,761.58 Housing property tax 268,718.15 Note 5 under this notes to financial statement 347,813.99 Individual income tax 20,095.18 Withhold and remit 14,065.47Educational expenses 128,810.79 Note 5 under this notes to financial statement 103,088.60 Synthesis fee 1,777,471.68 Note 5 under this notes to financial statement 1,731,484.26 Total 16,991,333.79 -29,212,801.62 Closing balance of taxes and dues payable has increased by 205.75% compared with the opening balance, which was mainly due to increase of income tax payable for making profit in the reporting period. 7-21 Taxes and dues payable 2009-6-30 2008-12-31 141,976,215.94 88,548,123.52 141,976,215.94 88,548,123.52 1)The closing balance increased by 60.34% than the opening balance, which was because the Company estimated that, in order to expand market and strengthen after-sales service, selling concession and fee for three-guarantee service shall be increased. 2) The account over one year with the larger amount mainly was margin for quality and performance guarantees. 3)No account which was owed to the shareholders holding over 5% (including 5%) of the Company existed in the other payables. 7-22 Other current liabilities Category 2009-6-30 2008-12-31 Accrued interest 576,645.48 Charges for disposing pollutants 300,000.00 180,000.00 Dividend on shares 3,898,258.83 3,898,258.83 Total 4,198,258.83 4,654,904.31 7-23 Long-term loan 1)Category 2009-6-30 2008-12-31 Credit loan 62,000,000.00 42,000,000.00 Total 62,000,000.00 42,000,000.00 2) Breakdown of loan Bank Annual interest rate Life of loan Closing amountChangzhou Branch, Bank of China benchmark interest rate 2008.10.15-2010.12.31 21,000,000.00 Changzhou Branch, Bank of China benchmark interest rate 2008.10.15-2011.9.25 21,000,000.00 China Construction Bank Changzhou Branch benchmark interest rate 2009.1.21-2012.1.20 20,000,000.00 62,000,000.00 3)Closing amount of long-term borrowing is a loan for technological renovation projects of trial production shop of technical centre and a loan for casting renovation projects. 7-24 Deferred income tax liabilities 1) Deferred income tax liabilities recognized 2009-6-30 2008-12-31 Gains and losses from change in fair value of tradable financial assets 4,110,075.00 Gains and losses from change in fair value of financial assets available for sales 109,274,812.50 33,039,687.50 Total 109,274,812.50 37,149,762.50 2) Temporary difference taxable 2009-6-30 2008-12-31 Gains and losses from change in fair value of tradable financial assets 16,440,300.00 Gains and losses from change in fair value of financial assets available for sales 437,099,250.00 132,158,750.00 Total 437,099,250.00 148,599,050.00 The reason for the increase of deferred income tax liabilities in the period was because the fair value of shares of Foton Motor and Jiangsu Expressway held by the Company rise in the reporting period. 7-25 Share capital Change in share capital in the reporting period (Unit: Share) Items 2008-12-31 Increase for the current period Decrease for the current period 2009-6-30 1. Shares subject to trading moratorium 80,212,493 80,206,868 5,625 2. Listed circulating shares 194,037,058 80,206,868 274,243,926(A-share) 3. Listed circulating shares (B-share) 100,000,000 100,000,000 Total 374,249,551 80,206,868 80,206,868 374,249,551 7-26 Capital reserve Items 2008-12-31 Increase for the current period Decrease for the current period 2009-6-30 Premium on capital stock 153,053,986.32 153,053,986.32 Other 119,430,199.94 228,705,375.50 10,500.00 348,125,075.44 Total 272,484,186.26 228,705,375.50 10,500.00 501,179,061.76 In the reporting period, the capital reserve has increase by RMB 228,705,375.50, which caused by changed amount in financial assets available for sales (shares of Foton Motor and Jiangsu Expressway) measured at the fair value and net amount of corresponding impact of deferred income tax. In the reporting period, the capital reserve has decrease by RMB 10,500.00, which was because of decrease of capital reserve of Benniu Company. 7-27 Surplus reserve Items 2008-12-31 Increase for the current period Decrease for the current period 2009-6-30 Statutory surplus reserves 227,212,487.02 227,212,487.02 Discretionary surplus reserve 13,156,857.90 13,156,857.90 Total 240,369,344.92 240,369,344.92 7-28 Retained profit Items 30 Jun. 2009 31 Dec. 2008 Closing balance as at 31 Dec. 2008 260,783,005.94 372,844,737.18 Add: Changes in accounting policies Opening balance as at 1 Jan. 2009 260,783,005.94 372,844,737.18 Add: net profit in 2008 188,720,466.26 -83,993,014.91 Profit available for distribution 449,503,472.20 288,851,722.27 Less: appropriating statutory surplus reserve appropriating discretionary surplus reserve Common stocks dividends payable 28,068,716.33Stock dividend transferred in stock capital Retained profit as at 30 Jun. 2009 449,503,472.20 260,783,005.94 7-29 Minority interest Jan.-Jun. 2009 Jan.-Jun. 2008 Minority interest 9,325,089.30 7,335,074.29 9,325,089.30 7,335,074.29 7-30 Operating revenue Revenue Cost Items Jan.-Jun. 2009 Jan.-Jun. 2008 Jan.-Jun. 2009 Jan.-Jun. 2008 Diesel engine and fittings 1,233,742,110.79 1,132,439,943.95 1,069,130,141.92 1,023,322,223.80 Subtotal of income and cost from main operations 1,233,742,110.79 1,132,439,943.95 1,069,130,141.92 1,023,322,223.80 Sale of raw materials 12,260,744.81 16,771,038.01 13,603,936.79 9,911,226.12 Rent 1,509,907.00 1,081,926.00 1,104,170.40 1,104,170.40 Subtotal of other operating income and expenses 13,770,651.81 17,852,964.01 14,708,107.19 11,015,396.52 Total 1,247,512,762.60 1,150,292,907.96 1,083,838,249.11 1,034,337,620.32 The total sales income of the first five clients of the Company was RMB 280,914,100, taking up 22.77% of the Company’s income from main operation. 7-31 Business tax and extra charges Items Jan.-Jun. 2009 Jan.-Jun. 2008 Paying standard Urban maintenance and construction tax 62,012.34 111,993.12 Please refer Note 5 of the financial statement for details Educational surtax 49,609.85 89,594.46 Please refer Note 5 of the financial statement for details Total 111,622.19 201,587.58 7-32 Financial expense Items Jan.-Jun. 2009 Jan.-Jun. 2008 Interest expenses 1,922,468.08 1,702,028.93 Less: interest income 2,569,172.80 1,205,141.59 Exchange gains or losses 49,441.11 1,560,763.63Other -2,620,503.38 -9,910,940.38 Total -3,217,766.99 -7,853,289.41 Compared with the last year, the financial expenses have increase by 59.03%, which was caused by a drop of sales promotion expenses received from supplier over the last period. 7-33 Loss of assets impairment Items Jan.-Jun. 2009 Jan.-Jun. 2008 Provision for Bad debts 12,113,276.86 -4,001,105.20 Provision for falling price of inventories -10,354,852.74 Provision for fixed assets impairment 2,031,127.80 Total 3,789,551.92 -4,001,105.20 Loss of assets impairment has increased by 194.71% over the last period, which was caused by switching back of provision for bad debt, provision for impairment of fixed assets and provision for impairment of inventories. 7-34 Gains and losses on change in fair value Items Jan.-Jun. 2009 Jan.-Jun. 2008 Gains and losses on change in fair value of tradable financial assets -16,440,300.00 -30,060,000.00 Gains and losses on change in fair value is mainly because that the Company sold 4,500,000 shares of Foton Motor that are divided in tradable financial assets, correspondingly, the gains and losses on change in fair value are switched back in the reporting period. 7-35 Investment income Items Jan.-Jun. 2009 Jan.-Jun. 2008 Dividend distributed at cost method 722,500.00 4,074,817.06 Income measured at equity method 296,708.31 Income form shares sold 186,617,403.02 Total 187,636,611.33 4,074,817.06 The investment income has increase by 4504.79% compared with last reporting period, which was because that the Company sold 4,500,000 shares of Foton Motor that are divided in tradable financial assets, also the Company transferred 35,117,105 shares of KAMA Co., Ltd. to China Hengtian Group Co., Ltd at the price of RMB 5.33 per share. 7-36 Non-operating incomeItems Jan.-Jun. 2009 Jan.-Jun. 2008 Income from disposal of fixed assets 280,205.15 1,904,420.96 Insurance indemnity 45,031.58 315,841.33 Penalty Incomes 33,711.55 Subsidize revenue 2,502,342.35 250,000.00 Other 3,308,101.47 525,856.02 Total 6,169,392.10 2,996,118.31 1) In the reporting period, non-operating income has increased by 105.91% compared with the last period, which was because that the Company disposed the rejected goods from the market and Benniu (the subsidiary company of the Company) received VAT returned. 2) Subsidize revenue for the current period: the fund of the Three Gorges Reservoir Area amounting to RMB 100,000.00 Changwan (Subsidiary of the Company) received Wanzhou Financial Bureau of Chongqing, as well as the payment for VAT returned totaling to 2,402,342.35 in accordance with CZSJT Zi [2009] No. 40 document. 7-37 Non-operating expense Items Jan.-Jun. 2009 Jan.-Jun. 2008 Losses on disposal of fixed assets 22,899.97 348,396.73 Grain risk fund and price subsidy 409,228.83 1,137,513.38 Donations 500,000.00 Amercement outlay 3,000.00 Losses on debt restructuring 1,389.67 Flood control security funds 847,122.60 1,137,513.38 Other 3,887,805.22 1,987,995.09 Total 5,167,056.62 5,115,808.25 7-38 Income tax expense Items Jan.-Jun. 2009 Jan.-Jun. 2008 Income tax expense for the current period 32,552,305.30 Deferred income tax expense -4,642,723.52 -7,515,000.00 Total 27,909,581.78 -7,515,000.00 The income tax expenses for the current have increase by 471.38% over the last period, which was because of increase of income tax payable in the current period. 7-39 Other cash received related to operating activities From Jan. to Jun. 2009, the amount occurred is RMB 3,436,300, of which the items with relatively larger amount are as below: (RMB ten thousand) Items Jan.-Jun. 2009Interest income 256.92 Repayment of current capital 50 7-40 Other cash paid related to operating activities The amount occurred from Jan. to Jun. 2009 is RMB 29,324,400, of which the items with relatively larger amount are as below: (RMB ten thousand) Items Jan.-Jun. 2009 Travel charge 729.63 Experimental development cost 331.30 Freight charges and repairs charge 454.26 Promotional expense and guarantee of repair 306.35 Administrative expense 184.06 7-41 Net increase of cash and cash equivalents Items Jan.-Jun. 2009 Jan.-Jun. 2008 Closing monetary fund 849,987,171.26 337,403,681.37 Less: pledged fixed deposit 2,500,000.00 Closing balance of cash 847,487,171.26 337,403,681.37 Opening monetary fund 402,778,967.15 443,234,034.61 Less: pledged 2,500,000.00 Opening balance of cash 400,278,967.15 443,234,034.61 Net increase of cash and cash equivalents 447,208,204.11 -105,830,353.247-42 Supplementary information to consolidated cash flow statement Items Jan.-Jun. 2009 Jan.-Jun. 2008 1. Adjusting net profit into cash flow arising from operating activities Net profit 190,713,981.27 4,498,265.51 Plus: Provision for assets impairment 3,789,551.92 -4,001,105.20 Depreciation of fixed assets, of oil-gas assets, of productive biological assets 22,358,451.97 17,092,542.09 Amortization of intangible assets 1,360,310.86 1,456,967.69 Amortization of long-term deferred expense 133,283.37 Loss on disposal of fixed assets, intangible assets and other long-term assets (income is listed as “-”) -257,305.18 601,564.36 Loss on retirement of fixed assets (income is listed as “-”) Losses on change in fair value (income is listed as “-”) 16,440,300.00 30,060,000.00 Financial expense(income is listed as “-”) 1,922,468.08 -7,853,289.41 Investment losses(income is listed as “-”) -187,636,611.33 -4,074,817.06 Decrease in deferred income tax assets(increase is listed as “-”) -532,648.52 Increase in deferred income tax liabilities(decrease is listed as “-”) -4,110,075.00 -67,899,875.00 Decrease of inventories (increase is listed as “-”) 71,220,449.21 70,509,480.44 Decrease in operating receivables (increase is listed as “-”) -110,860,564.01 -28,427,723.55 Increase in operating payables (decrease is listed as “-”) 274,929,539.65 -50,270,829.77 Other Net cash flows arising from operating activities 279,337,848.92 -38,175,536.53 2. Investing and financing activities that do not involving cash receipts and payment: Conversion of debt into capital Convertible bond due with one year Fixed assets financed by finance leases 3. Net increase in cash and cash equivalents: Closing balance of cash 847,487,171.26 337,403,681.37 Less: Opening balance of cash 400,278,967.15 443,234,034.61 Add: closing balance of cash equivalents Less: Opening balance of cash equivalents Net increase in cash and cash equivalents 447,208,204.11 -105,830,353.24Note 8: Notes to financial statement of parent company (The following amount is expressed in RMB unless otherwise special explanation) 8-01 Accounts receivable 2009-6-30 1)Aging Amount Proportion (%) Withdrawal proportion (%) Bad debt provision Net amount of accounts receivable Within 1 year 233,811,961.84 44.74 2.65 6,195,115.07 227,616,846.77 1-2 years 4,018,408.25 0.77 44.26 1,778,577.98 2,239,830.27 2-3 years 17,508,073.65 3.35 52.43 9,179,805.90 8,328,267.75 3-4 years 16,850,379.51 3.22 98.03 16,519,178.08 331,201.43 4-5 years 3,395,083.19 0.65 86.01 2,920,134.05 474,949.14 Over 5 years 247,049,079.55 47.27 92.20 227,782,705.39 19,266,374.16 Total 522,632,985.99 100.00 264,375,516.47 258,257,469.52 2008-12-31 Aging Amount Proportion (%) Withdrawal proportion (%) Bad debt provision Net amount of accounts receivable Within 1 year 126,565,462.95 29.54 3.15 3,985,046.13 122,580,416.82 1-2 years 5,855,998.83 1.37 32.11 1,880,432.51 3,975,566.32 2-3 years 23,847,353.03 5.57 40.09 9,560,697.80 14,286,655.23 3-4 years 16,957,837.57 3.96 97.60 16,551,415.50 406,422.07 4-5 years 3,398,383.19 0.79 86.02 2,923,434.05 474,949.14 Over 5 years 251,791,898.44 58.77 92.35 232,525,524.28 19,266,374.16 Total 428,416,934.01 100.00 267,426,550.27 160,990,383.74 2)Classified by account nature 2009-6-30 2008-12-31 Items Amount Propor tion (%) Bad debt provision Amount Propor tion (%) Bad debt provision Significant single amount 430,696,787.18 82.41 206,005,891.70 348,050,930.99 81.24 209,049,516.96Insignificant single amount 91,936,198.81 17.59 58,369,624.77 80,366,003.02 18.76 58,377,033.31 Total 522,632,985.99 100.00 264,375,516.47 428,416,934.01 100.00 267,426,550.27 Accounts receivable with significant single amounts (over RMB 1,000,000 Yuan) shall be subject to impairment test separately. There is the objective evidences indicated impairment, thus the Company withdrew reserve for bad debt of RMB 206,005,900 as at 30 Jun. 2009. 3)Foreign currency accounts receivable in accounts receivable 2009-6-30 2008-12-31 Currency Original currency RMB converted to Original currency RMB converted to USD 2,232,012.56 15,248,886.63 1,909,749.38 13,052,372.86 Total 15,248,886.63 13,052,372.86 4)The arrearage total of the first five arrearage entities listed in the closing balance of accounts receivable was RMB 163,351,200, taking up 31.26% of the balance of accounts receivable. 5)No arrearage from the shareholders holding over 5% (including 5%) of the equity of the Company existed in the balance of accounts receivable. 8-02 Other receivables 2009-6-30 1)Aging Amount Proportion (%) Withdrawal proportion (%) Bad debt provision Net amount of other receivables Within 1 year 18,361,799.52 24.71 2.00 367,235.98 17,994,563.54 1-2 years 2,393,225.07 3.22 5.00 119,661.25 2,273,563.82 2-3 years 3,340,551.41 4.50 15.00 501,082.71 2,839,468.70 3-4 years 89,300.19 0.12 87.60 78,224.78 11,075.41 4-5 years 9,832.32 0.01 96.34 9,472.32 360.00 Over 5 years 50,117,950.94 67.44 97.85 49,039,568.76 1,078,382.18 Total 74,312,659.45 100.00 50,115,245.80 24,197,413.65 2008-12-31 Aging Amount Proportion (%) Withdrawal proportion (%) Bad debt provision Net amount of other receivables Within 1 year 12,316,348.66 17.39 2.00 246,326.97 12,070,021.69 1-2 years 4,529,733.40 6.40 5.00 226,486.67 4,303,246.73 2-3 years 251,585.40 0.36 15.00 37,737.81 213,847.59 3-4 years 175,078.18 0.25 99.20 173,678.18 1,400.004-5 years 86,912.32 0.12 64.11 55,720.32 31,192.00 Over 5 years 53,456,037.14 75.48 78.90 42,175,855.36 11,280,181.78 Total 70,815,695.10 100.00 42,915,805.31 27,899,889.79 2)No arrearage from the shareholders holding over 5% (including 5%) of the equity of the Company existed in other receivables at the end of the report period. 3)The arrearage total from the first five arrearage entities was RMB 34,990,200, taking up 47.09 % of other accounts receivable of the Company at the end of report period. 4) Other accounts receivable with large amount were listed as follows Entity Amount Nature of account Changzhou Vehicle Co., Ltd. 11,658,255.41 Borrowing Changzhou Trust Investment Co., Ltd. 10,000,000.00 Borrowing Changchai Combined Harvester Co., Ltd. 5,391,910.91 Borrowing Lanzhou Changchai Northwest Vehicle Co., Ltd. 5,000,000.00 Borrowing Changzhou Compressor Co., Ltd. 2,940,000.00 Current payment 8-03 Long-term equity investment Name of investee units Invest ment term Ratio in the equity of the investee units Initial investment amount Net amount as at 31 Dec. 2008 Increase for the current period Decrease for the current period Net amount as at 30 Jun. 2009 Closing balance of impairment provision Changchai Wanzhou Diesel Engine Co., Ltd. 1996- 2011 60% 21,000,000.00 21,000,000.00 21,000,000.00 Changzhou Changchai Benniu Diesel Engine Fittings Co., Ltd. 1996- 2011 75% 25,339,800.00 25,339,800.00 25,339,800.00 Nanjing Changli Agricultural Machinery Fittings Co., Ltd. 2007- 2022 100% 5,000,000.00 5,000,000.00 5,000,000.00 Changzhou Fuji Changchai Robin Gasoline Engine Co., Ltd. 1999- 2049 33% 12,294,546.00 17,472,814.30 296,708.31 17,769,522.61 Beijing Tsinghua Industrial Investment Management Co., 1999- 2049 25% 2,500,000.00The reason for increase in the reporting period was ① because Changzhou Fuji Changchai Robin Gasoline Engine Co., Ltd. measured at equity method, resulting in increase of investment income; the reason for decrease was because that the Company, in accordance with the resolutions of temporary meeting of the Board held on 1 Jun. 2009, of the 1st temporary shareholders’ general meeting held on 17 Jun. 2009 and of the equity transfer agreement signed on 27 May 2009, transferred 35,117,105 shares of KAMA Co., Ltd. to China Hengtian Group Co., Ltd at the price of RMB 5.33 per share, totaling RMB 187,174,169.65 as equity transfer payment. ②Others: RMB 20,000 was invested in Changzhou Economic and Technology Development Company, RMB 100,000 was invested in Changzhou Tractor Plant, RMB 200,000 was invested in Industry Fund Fraternity of Changzhou Economic & Trade Commission, RMB 90,000 was invested in Beijing Project Machine Agricultural Machinery Co., Ltd.. The above four items were hard to take back fully withdrawn impairment provision. ③ Net assets of Beijing Tsinghua Industrial Investment Management Co., Ltd. was negative, therefore, its long-term investment measured at equity method is reduced to zero;Shenzhen Drgama Network System Co., Ltd. failed to do annual inspection for industry and commerce administration for four years. It is in disorganization actually, so the Company withdrawn impairment provision fully. 8-04 Operating revenue Operating revenue Operating cost Items Jan.-Jun. 2009 Jan.-Jun. 2008 Jan.-Jun. 2009 Jan.-Jun. 2008 Diesel engine and fittings 1,242,540,082.16 1,139,513,572.49 1,091,941,451.32 1,040,524,748.48 Total of income and cost from main operations 1,242,540,082.16 1,139,513,572.49 1,091,941,451.32 1,040,524,748.48 Sales of raw materials 11,270,269.45 15,837,322.67 13,373,878.43 9,197,456.45 Rent 1,509,907.00 1,081,926.00 1,104,170.40 1,104,170.40 Total of other operating income and expense 12,780,176.45 16,919,248.67 14,478,048.83 10,301,626.85 Total 1,255,320,258.61 1,156,432,821.16 1,106,419,500.15 1,050,826,375.33 The total sales income of the first five clients of the Company was RMB 280,914,100, taking up Ltd. Shenzhen Drgama Network System Co., Ltd. 1999- 2014 34% 2,388,157.00 7,436,389.00 Jiangsu Bank 38,000,000.00 38,000,000.00 38,000,000.00 Lanzhou Northwest Vehicle Corporation 5% 5,000,000.00 5,000,000.00 5,000,000.00 KAMA CO.,LTD. (Corporate B stock) 5.49% 31,706,441.63 31,706,441.63 31,706,441.63 Other 410,000.00 410,000.00 Total 143,638,944.63 143,519,055.93 296,708.31 31,706,441.63 112,109,322.61 7,846,389.0022.61% of the Company’s income from main operations in the reporting period. 8-05 Investment income Items Jan.-Jun. 2009 Jan.-Jun. 2008 Dividend distributed at cost method 722,500.00 4,074,817.06 Income measured at equity method 296,708.31 Income form shares sold 186,617,403.02 Total 187,636,611.33 4,074,817.06 The investment income has increase by 4504.79% compared with last reporting period, which was because that the Company sold 4,500,000 shares of Foton Motor that are divided in tradable financial assets, also the Company transferred 35,117,105 shares of KAMA Co., Ltd. to China Hengtian Group Co., Ltd at the price of RMB 5.33 per share. 8-06 Supplementary information to consolidated cash flow statement Items Jan.-Jun. 2009 Jan.-Jun. 2008 1. Adjusting net profit into cash flow arising from operating activities Net profit 183,283,875.14 2,131,762.78 Plus: Provision for assets impairment 3,898,824.12 -4,001,105.20 Depreciation of fixed assets, of oil-gas assets, of productive biological assets 18,798,994.00 14,985,480.32 Amortization of intangible assets 1,329,195.52 1,427,540.12 Amortization of long-term deferred expense Loss on disposal of fixed assets, intangible assets and other long-term assets (income is listed as “-”) -141,574.40 564,698.05 Loss on retirement of fixed assets (income is listed as “-”) Losses on change in fair value (income is listed as “-”) 16,440,300.00 30,060,000.00 Financial expense(income is listed as “-”) -9,286,106.49 Investment losses(income is listed as “-”) -187,636,611.33 -4,074,817.06 Decrease in deferred income tax assets(increase is listed as “-”) -532,648.52 Increase in deferred income tax liabilities(decrease is listed as “-”) -4,110,075.00 -67,899,875.00 Decrease of inventories (increase is listed as “-”) 79,201,291.22 84,384,739.22 Decrease in operating receivables (increase is listed as “-”) -118,965,026.36 -32,110,051.55 Increase in operating payables (decrease is listed as “-”) 253,295,941.43 -48,250,669.88 Other Net cash flows arising from operating activities 244,862,485.82 -32,068,404.69 2. Investing and financing activities that do not involving cash receipts andpayment: Conversion of debt into capital Convertible bond due with one year Fixed assets financed by finance leases 3. Net increase in cash and cash equivalents: Closing balance of cash 802,218,005.31 318,402,586.53 Less: Opening balance of cash 378,820,707.08 417,975,515.87 Add: closing balance of cash equivalents Less: Opening balance of cash equivalents Net increase in cash and cash equivalents 423,397,298.23 -99,572,929.34Note 9: Relationship of related parties and associated transactions (I) Related parties with controlling relationship Name of enterprise Registered address Main business Relationship with the Company Nature of enterprise Legal representative Code of organization Changchai Wanzhou Diesel Engine Co., Ltd. (Changwan) No. 1101, Xiamen Road, Wanzhou, Chongqing Production and sales of diesel engine Shareholding subsidiary Limited liabilities Company Yin Lihou 20793370-5 Changzhou Changchai Benniu Diesel Engine Fittings Co., Ltd. (Benniu) Nanguan Village, Benniu Town, Wujin Production and sales of diesel engine fittings Shareholding subsidiary Limited liabilities Company Qiang Jinlong 25083232-8 Nanjing Changli Agricultural Machinery Fittings Co., Ltd. Economy Development Zone of Lishui County, Nanjing Agricultural mechanization production, electromechanical product, spare parts and maintenance service Wholly-owned subsidiary Limited liabilities Company Xue Guojun 66065240-X State-owned Assets Supervision and Administration Commission of Changzhou Municipal Government Actual controller Note: As at 30 Jun. 2009, State-owned Assets Supervision and Administration Commission of Changzhou Municipal Government holds 31.43% equities of the Company (state-owned equity), which is actual controller. (II) The registered capital of the aforesaid related parties with controlling relationships and its change Name of related parties 2008-12-31 Increase for the current period Decrease for the current period 2009-6-30 State-owned Assets Supervision and Administration Commission of Changzhou Municipal Government Changchai Wanzhou Diesel Engine Co., Ltd. (Changwan) 35,000,000 35,000,000 Changzhou Changchai Benniu Diesel Engine Fittings Co., Ltd. (Benniu) 33,786,400 33,786,400Nanjing Changli Agricultural Machinery Fittings Co., Ltd. 5,000,000 5,000,000 (III) The shares or equity held by the related parties with controlling relationships and its changes 2008-12-31 Increase/decrease for the current period 2009-6-30 Name of related parties Amount Percentage % Amount Percent age % Amount Percentage % State-owned Assets Supervision and Administration Commission of Changzhou Municipal Government 117,631,824 31.43 117,631,824 31.43 Changchai Wanzhou Diesel Engine Co., Ltd. (Changwan) 21,000,000 60 21,000,000 60 Changzhou Changchai Benniu Diesel Engine Fittings Co., Ltd. (Benniu) 25,339,800 75 25,339,800 75 Nanjing Changli Agricultural Machinery Fittings Co., Ltd. 5,000,000 100 5,000,000 100 (IV) Nature of related parties without controlling relationships Related parties Relationship with the Company Fuji Changchai Robin Diesel Engine Co., Ltd. Affiliated company of the Company Note 10: Contingent events (I) Lawsuits and arbitration in the reporting period Names of defendants Date of accepting & hearing Names of lawsuits & arbitration organs Involved sum (RMB’0000) Remarks Pending lawsuits carried down to the report period from the previous periods 1. Nanjing Jinwa Share-holding Co., Ltd. 9 Jul. 2002 Changzhou Intermediate People’s Court 1,419.00 Under execution 2. Shandong Hongli Group Co., Ltd. 27 Jun. 2001 Changzhou Intermediate People’s Court 1,436.00 During bankruptcy liquidation 3. Shandong Shuangli Group Co., Ltd. Jan. 2006 The 1st Intermediate People’s Court of Beijing 2,746.04 Total 6,094.10 Notes on the progress of the cases: 1. About the lawsuit case of Nanjing Jinwa Share-holding Co., Ltd.: The Company has signed a settlement agreement where Lishui County Public-owned Assets Operation Co., Ltd. shall pay the debt of RMB 14.19 million owed by Nanjing Jinwa Share-holding Co., Ltd. with 80 mu of land. And the agreement is currently in the course of execution.2. About the lawsuit case of Shandong Hongli Group Co., Ltd.: The accused company owed accumulatively RMB 14.36 million to the Company. The Company sued to Changzhou Intermediate People’s Court in 2001 and sued for compulsory execution in April, 2002. Currently, the defendant has started the procedure of bankruptcy. 3. The lawsuit case on the guarantee loan of Shangdong Shuangli Group Co., Ltd. was disclosed in the 2006 Annual Report of the Company. Owing to the poor management of Shuangli Group, Shangdong Liaocheng Intermediate People’s Court declared that Shuangli Group entered the bankruptcy and debt repayment procedure. The Company applied to the bankruptcy liquidation group of Shuangli Group for its privileged mortgage debt of RMB 27,460,400. The Company actively exercised the land use right involving 93454.43 ㎡ of land provided by Shuangli Group as a counter-guarantee for paying the debt. As at 30 June 2009, the Company has recalled RMB 19.8 million, and the balance of RMB 7,660,400 is in recovery. (II) Guarantee In the reporting period, the Company provided a loan guarantee of RMB 14.50 million for its controlling subsidiary—Changchai Benniu Diesel Engine Fittings Co., Ltd.. Of which, the guarantee period for RMB 9.50 million is from 29 Oct. 2008 to 29 Oct. 2009, while guarantee period for the other amount of RMB 5 million is from 31 Oct. 2008 to 31 Oct. 2009. Note 11: Non-adjusting events after balance sheet date On 10 Aug. 2009, the Company held the 16th meeting of the 5th Board of Directors, in which the profit distribution plan (bonus shares shall be allocated to all shareholders at the rate 5 for 10 and cash dividends of RMB 0.80 shall be distributed for every 10 shares (tax included) to all shareholders) was proposed. Such proposal shall be submitted to the 2nd Extraordinary Shareholders’ General Meeting 2009 for review. Note 12 Commitment events As at 30 Jun. 2009, there was no commitment event that needed to make explanation from the Company. Note 13 Return on equity (ROE) and earnings per share (EPS) 1)ROE and EPS Jan.-Jun. 2009 Jan.-Jun. 2008 ROE(%) Profit as of EPS(RMB Yuan) ROE(%) EPS(RMB Yuan) reporting period Fully diluted Weighted average Basic EPS Diluted EPS Fully diluted Weighted average Basic EPS Diluted EPS Net profit attributed to the ordinary shareholders of 12.06 13.86 0.50 0.50 0.29 0.31 0.011 0.011the Company Net profit attributed to the ordinary shareholders of the Company after deducting non-recurring profits and losses 3.86 4.43 0.16 0.16 0.44 0.48 0.016 0.016 (1) The numerator shall be the current net profit attributed to the ordinary shareholders of the Company when calculating earnings per share Jan.-Jun. 2009 Jan.-Jun. 2008 The current net profit attributed to the ordinary shareholders 188,720,466.26 3,958,454.06 Total 188,720,466.26 3,958,454.06 (2) The denominator shall be the weighted average number of common shares outstanding when calculating basic EPS, the process of measurement was as follows: Jan.-Jun. 2009 Jan.-Jun. 2008 Number of common shares outstanding at the year-begin 374,249,551.00 374,249,551.00 Add: weighted average number of common shares issued in the reporting period Less: weighted number of repurchase of common shares in the reporting period Number of common shares outstanding at the year-end 374,249,551.00 374,249,551.00 (3) The denominator shall be the weighted average number of common shares outstanding when calculating diluted EPS, the process of measurement was as follows: Jan.-Jun. 2009 Jan.-Jun. 2008 the weighted average number of ordinary shares in calculating the basic earnings per share 374,249,551.00 374,249,551.00 Add: weighted average of common share increasing on supposing that the diluted potential ordinary shares convert into ordinary shares already issued the weighted average number of ordinary shares in calculating the diluted earnings per share Total 374,249,551.00374,249,551.00 2)Extraordinary gains and losses Items Jan.-Jun. 2009 Jan.-Jun. 2008 Gains and losses from disposal of non-current assets 155,696,100.51 1,556,024.23 Government subsidies recorded into gains and losses in current period 1,861,756.76 Gains and losses from changes of fair value of transaction financial assets and transaction financial liabilities, and investment income from disposal of transaction financial assets, transaction financial liabilities and financial assets available for sale 14,709,375.00 Net non-operating income and expenses -1,800,756.38 -3,675,714.17 Total 170,466,475.89 -2,119,689.94 Less: Impact on income tax 42,105,897.01 Total 128,360,578.88 -2,119,689.94VIII. Documents Available for Reference The following documents are available for reference: 1. Text of 2009 Semi-Annual Report carrying the signature of Chairman of the Board; 2. Accounting statements carrying the signatures and seals of the person-in-charge of the Company, the person-in-charge of accounting and the person-in-charge of the accounting agency; 3. Originals of all the Company’s documents and public notices ever disclosed on Securities Times and Ta Kung Pao designated by CSRC in the report period; 4. Articles of Association of the Company. The aforesaid documents for reference are readily available in the Secretariat of the Board of Directors of the Company. This Semi-Annual Report was prepared both in Chinese and English. Should there be any difference in interpretation of the two versions, the Chinese version shall prevail. Board of Directors Changchai Company, Limited 12 Aug. 2009