CHANGCHAI COMPANY, LIMITED THE THIRD QUARTERLY REPORT 2009 Oct. 2009CHANGCHAI COMPANY, LIMITED THE THIRD QUARTERLY REPORT 2009 § 1 Important Notes 1.1 The Board of Directors, the Supervisory Board, directors, supervisors and senior management staff of Changchai Company, Limited (hereinafter referred to as “the Company”) hereby confirm that this report contains no false information, misleading statements or material omission, and accept, individually and collectively, the responsibilities for the factuality, accuracy and completeness of the contents of this report. 1.2 None of the directors, supervisors, or senior management demonstrated uncertainty or disagreement about the factuality, accuracy, and completeness of this quarterly report. 1.3 Director Mr. Xu Zhenping was absent from the Board meeting due to business trip, entrusted Director Mr. Xue guojun to vote on his behalf. 1.4 The Financial Report of this quarterly report has not been audited by a CPA firm. 1.5 Mr. Xue Guojun, Person-in-charge of the Company, Mr. He Jianguang, Person-in-charge of the accounting work and Mr. Tang Jianzhong, Person-in-charge of the accounting department hereby confirm that the Financial Report enclosed in the Quarterly Report is factual and complete. §2 Company Profile 2.1 Major accounting data and financial indexes Unit: (RMB) Yuan 2009.9.30 2008.12.31 Increase/decrease(%) Total assets 2,681,086,734.86 1,897,782,775.32 41.27% Owners’ equity (or shareholders’ equity) 1,595,199,278.16 1,147,886,088.12 38.97% share capital 561,374,326.00 374,249,551.00 50.00% Net assets per share attributable to shareholders of listed company 2.84 3.07 -7.49% Jul.-Sept. 2009 Increase/decrease over same period of last year Jan.-Sept. 2009 Increase/decrease over same period of last year Total operation revenue 640,188,106.36 33.49% 1,887,700,868.96 15.82% Net profit attributable to shareholders of listed company 17,046,937.86 205,767,404.12 Net cash flows generated from operating activities - - 361,351,822.96 Net cash flows per share generated from operating activities - - 0.64Basic earnings per share 0.03 0.367 Diluted earnings per share 0.03 0.367 Fully diluted return on net assets 1.07% 2.80% 12.90% 14.29% Fully diluted return on net assets after deducting extraordinary gains and losses 1.04% 2.46% 5.12% 6.05% Items of extraordinary gains and losses Extraordinary gains and losses From year-begin to the end of report period Gains and losses from disposal of non-current assets 155,696,100.51 Governmental subsidies recorded into the current gains and losses 2,111,756.76 Gains and losses from changes in fair value of the held tradable financial assets and liabilities, and investment income from disposal of tradable financial assets and liabilities and available-for-sale financial assets 14,709,375.00 Other non-business income and expenses-net -7,135,329.55 effect of extraordinary gains and losses on income tax -41,345,475.68 Total 124,036,427.04 2.2 Total number of shareholders at period-end and shareholding of top ten shareholders holding tradable shares Unit: share Total number of shareholders at period-end 106833 Shareholding of top ten shareholders holding tradable shares Name of shareholder (full name) Number of tradable shares held at period-end Type of share STATE-OWNED ASSETS SUPERVISION AND ADMINISTRATION COMMISSION OF CHANGZHOU MUNICIPAL GOVERNMENT 170,897,736 RMB ordinary shares SONG MIAOFANG 1,161,000 RMB ordinary shares YU YAOJIN 1,133,300 RMB ordinary shares YU XIAOPING 1,103,650 Domestically listed foreign shares TOYO SECURITIES ASIA LIMITED-A/C CLIENT. 1,055,098 Domestically listed foreign shares LIU HUI 985,257 RMB ordinary shares NORGES BANK 898,350 Domestically listed foreign shares LI TAO 838,391 Domestically listed foreign shares XIE FENGXIA 784,674 RMB ordinary shares MENG NINA 682,595 RMB ordinary shares § 3 Significant Events3.1 Particulars about major changes of main accounting statement items and financial indicators, as well as reasons for the changes √Applicable □Inapplicable 1. Monetary funds increased considerably over that at the year-begin mainly because in the report period, the Company sold 4.5 million shares of Foton Motor and transferred 35,117,105 shares of Kaima B, which resulted in the increase of bank deposits. 2. The decrease of transactional financial assets was due to that in the report period, the Company sold 4.5 million shares of Foton Motor held by it, which had been recorded as transactional financial assets. 3. The accounts receivable increased over that at the year-begin mainly because in the report period, the Company sold its goods on credit in an appropriate degree according to relevant agreements and plans so as to expand the market. 4. Inventories decreased compared to the year-begin mainly because the inventories that the Company reserved for this quarter at the year-begin were sold as scheduled in the report period. 5. Available-for-sale financial assets increased compared to the year-begin mainly because the market value of 36,125,000 shares of Foton Motor held by the Company rose along with the rise of the secondary market stock price in the report period. 6. Long-term equity investment decreased over the year-begin because in the report period, the Company sold the 35,117,105 shares of Kaima B held by it. 7. Notes payable was up compared to that at the year-begin mainly because in the report period, the Company paid its suppliers more often via banker’s acceptance bills. 8. Payroll payable registered a significant reduction over that at the year-begin mainly because the Company withdrew some salary reserves at the period-begin, which were paid in the report period. 9. Other accounts payable grew much higher than that at the year-begin mainly because the Company would probably increase its selling concession and service expenses so as to expand the market and improve the after-sale service. 10. Deferred income tax liabilities were higher than that at the year-begin mainly due to the fair value rise of the Foton Motor shares and Jiangsu Expressway shares held by the Company in the report period. 11. Share capital increased because in the report period, the Company implemented the 2009 interim dividend plan, i.e. to distribute 5 shares and cash of RMB 0.8 for every 10 shares. As a result, the capital share of the Company rose from 374,249,551 shares to 561,374,326 shares. 12. Capital reserves increased over that at the year-begin mainly because the market value of 36,125,000 shares of Foton Motor held by the Company rose along with the rise of the secondary market stock price in the report period. 13. Investment gains increased because in the report period, the Company sold its 4.5 million shares of Foton Motor recorded as transactional financial assets and transferred its 35,117,105 shares of Kaima B to China Hengtian Group Co., Ltd. at the price of RMB 5.33 per share. 14. Net profit increased significantly over last year mainly because: 1) In the report period, the sales of the Company improved compared with the same period of last year. Meanwhile, the product cost was controlled and the profit from the main businesses increased; 2) In the first half of 2009, the Company sold its 4.5 million shares of Foton Motor recorded as transactionalfinancial assets, which generated an accumulative income before tax amounting to RMB 14,805,000 for the first three quarters of 2009; and 3) The Company transferred its 35,117,105 shares of Kaima B to China Hengtian Group Co., Ltd. at the price of RMB 5.33 per share, which generated a total income before tax reaching RMB 155,467,758.02. 3.2 Progress and influence of significant events, as well as the analysis on solutions □Applicable √Inapplicable 3.3 Fulfillment of commitments made by the Company, shareholders and the actual controller □Applicable √Inapplicable 3.4 Warnings of possible losses or major changes of the accumulative net profit achieved during the period from year-begin to the end of the next report period compared with the same period of last year, as well as explanation on reasons □Applicable √Inapplicable 3.5 Other significant events that need to be explained 3.5.1 Securities investment √Applicable □Inapplicable No. Type of stock Code of stock Short form of stock Initial investment (RMB) Shares held (share) Book value at period-end Proportion in total securities investment at period-end (%) Gains/losses in report period Other securities investment held at period-end 0 0 0 0 0 Gains and losses from securities investment sold in report period — — — — 14,709,375.00 Total 0 — 0 0 14,709,375.00 3.5.2 Equity of other listed companies held by the Company √Applicable □Inapplicable Stock code Short form of stock Initial investment Proportion in total equity of the invested company Book value at period-end Gains/losses in report period Changes of owners’ equity in report period 600166 Foton Motor 41,784,000.00 3.94% 535,733,750.00 0.00 361,972,500.000 600377 Jiangsu Expressway 90,500.00 294,500.00 0.00 22,500.00 Total 41,874,500.00 — 536,028,250.00 0 361,995,000.00 3.5.3 Researches, interviews and visits received in report period √Applicable □Inapplicable Date Place Way of reception Visitor Main discussion and materials provided by the Company 5 Feb. 2009 The 3rd Meeting Room of the Company Field research Fortune SGAM Fund Management and SYWG BNP PARIBAS Asset Main operation of the Company, influence of macro-policies on it and its future developmentManagement 6 Feb. 2009 The 3rd Meeting Room of the Company Field research Changjiang Securities Main operation of the Company, influence of macro-policies on it and its future development 9 Feb. 2009 The 3rd Meeting Room of the Company Field research Guosen Securities Main operation of the Company and its future development 8 Sept. 2009 The 3rd Meeting Room of the Company Field research Naito Securities Main operation of the Company and its future development§ 4 Attachments 4.1 Balance sheet Prepared by: Changchai Company, Limited 30 Sept. 2009 Unit: (RMB) Yuan Amount at period-end Amount at period-begin Items Consolidation Parent company Consolidation Parent company CURRENT ASSETS: 819,953,100.24 772,348,444.06 402,778,967.15 378,820,707.08 Monetary capital Settlement fund reserves Lendings to banks and other financial institutions 21,645,000.00 21,645,000.00 Transactional financial assets 41,434,568.80 40,284,568.80 27,121,088.60 26,721,088.60 Notes receivable 350,799,084.99 318,514,428.75 204,208,036.51 160,990,383.74 Accounts receivable 7,617,028.17 6,003,364.13 9,683,253.18 8,569,751.19 Prepayments Premium receivables Receivables from reinsurance Reinsurance contract reserve receivables Interest receivables Other receivables 15,718,300.58 15,088,285.61 28,063,069.38 27,899,889.79 Financial assets purchased under agreements to resell Inventories 195,139,925.86 145,645,197.07 323,777,713.81 289,425,993.52 Non-current assets due within 1 year 0.00 0.00 Other current assets 405,379.50 TOTAL CURRENT ASSETS 1,431,067,388.14 1,297,884,288.42 1,017,277,128.63 914,072,813.92 NON-CURRENT ASSETS: Loans and advances Available-for-sale financial assets 536,028,250.00 536,028,250.00 174,033,250.00 174,033,250.00 Investments held to maturity 0.00 0.00 Long-term receivables 0.00 0.00 Long-term equity investments 61,769,522.61 112,109,322.61 93,179,255.93 143,519,055.93 Investment properties 71,083,160.03 71,083,160.03 72,739,415.63 72,739,415.63 Fixed assets 367,979,401.99 310,528,490.51 364,125,318.48 308,323,648.71 Construction in progress 107,925,887.52 105,574,905.32 69,705,698.81 67,525,098.81 Construction materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 104,080,238.93 101,781,273.19 106,102,470.72 103,756,831.97 Development expendituresGoodwill Long-term deferred expenses Deferred income tax assets 1,152,885.64 1,152,885.64 620,237.12 620,237.12 Other non-current assets TOTAL NON-CURRENT ASSETS 1,250,019,346.72 1,238,258,287.30 880,505,646.69 870,517,538.17 TOTAL ASSETS 2,681,086,734.86 2,536,142,575.72 1,897,782,775.32 1,784,590,352.09 CURRENT LIABILITIES: Short-term borrowings 44,500,000.00 51,200,000.00 Borrowings from central bank Deposits received and held for others Borrowings from banks and other financial institutions Held-for-trading financial liabilities Notes payable 285,682,400.00 256,190,000.00 136,103,600.00 126,990,000.00 Accounts payable 380,006,648.26 347,621,753.89 361,368,076.43 334,431,191.26 Advances from customers 39,492,221.25 39,345,818.37 24,690,165.89 24,543,763.01 Financial assets sold under agreements to repurchase Fees and commissions payables Payroll payables 6,754,776.46 3,637,347.63 25,369,781.88 21,831,003.69 Taxes payable 1,102,550.15 5,481,235.42 -29,212,801.62 -27,781,020.54 Interest payables Other payables 184,759,936.54 181,858,754.02 88,548,123.52 89,518,212.18 Accounts due to reinsurance Insurance contract reserves Acting trading securities Acting underwriting securities Non-current liabilities due within 1 year 0.00 0.00 Other current liabilities 10,802,376.83 3,243,179.97 4,654,904.31 3,771,298.47 TOTAL CURRENT LIABILITIES 953,100,909.49 837,378,089.30 662,721,850.41 573,304,448.07 NON-CURRENT LIABILITIES Long-term borrowings 42,000,000.00 42,000,000.00 Bonds payable Long-term payables Special payables 690,000.00 690,000.00 690,000.00 690,000.00 Estimated liabilities Deferred income tax liabilities 123,538,437.50 123,538,437.50 37,149,762.50 37,149,762.50 Other non-current liabilities TOTAL NON-CURRENT LIABILITIES 124,228,437.50 124,228,437.50 79,839,762.50 79,839,762.50TOTAL LIABILITIES 1,077,329,346.99 961,606,526.80 742,561,612.91 653,144,210.57 OWNERS’ EQUITY (OR SHAREHOLDERS’ EQUITY) Paid-in capital (or share capital) 561,374,326.00 561,374,326.00 374,249,551.00 374,249,551.00 Additional paid-in capital 543,969,936.26 553,659,622.45 272,484,186.26 282,163,372.45 Less: treasury stock Earned surplus 240,369,344.92 240,369,344.92 240,369,344.92 240,369,344.92 General risk provision Retained earnings 249,485,670.98 219,132,755.55 260,783,005.94 234,663,873.15 Foreign exchange difference Total owners’ equity attributable to parent company 1,595,199,278.16 1,574,536,048.92 1,147,886,088.12 1,131,446,141.52 Minority interest 8,558,109.71 7,335,074.29 TOTAL OWNERS’ EQUITY 1,603,757,387.87 1,574,536,048.92 1,155,221,162.41 1,131,446,141.52 TOTAL LIABILITIES & OWNERS’ EQUITY 2,681,086,734.86 2,536,142,575.72 1,897,782,775.32 1,784,590,352.094.2 Income Statement as of this report period Prepared by: Changchai Company, Limited Jul.-Sept. 2009 Unit: (RMB) Yuan This report period Same period of last year Items Consolidation Parent company Consolidation Parent company 1. Total operation revenue 640,188,106.36 647,329,074.01 479,588,494.49 478,609,775.91 Including: sales revenue 640,188,106.36 647,329,074.01 479,588,494.49 478,609,775.91 Interest income Premium income Fee and commission income 2. Total operation cost 609,883,644.37 615,518,208.44 493,037,064.04 491,289,409.90 Including: cost of sales 549,402,165.52 560,889,465.92 442,283,861.61 444,760,518.99 Interest expenses Service charges and commission expenses Payments on surrenders Claim expenses-net Provision for insurance contract reserve-net Policyholder dividends Reinsurance expenses Business taxes and surcharges 126,102.63 0.00 80,978.35 0.00 Selling expenses 18,069,508.24 17,452,840.92 21,061,743.91 20,434,273.43 Administrative expenses 47,215,390.69 43,844,611.58 38,047,457.27 35,372,560.41 Financial expenses -1,139,970.79 -2,769,885.86 -8,436,977.10 -9,277,942.93 Asset impairment loss -3,789,551.92 -3,898,824.12 0.00 0.00 Add: gain/loss from changes in fair value (“-” for loss) 0.00 0.00 -5,580,000.00 -5,580,000.00 Gain/loss from investment (“-” for loss) -1,000,000.00 0.00 0.00 0.00 Including: investment gain from associates and joint ventures Gain/loss from foreign exchange difference (“-” for loss) 3. Operation profit (“-” for loss) 29,304,461.99 31,810,865.57 -19,028,569.55 -18,259,633.99 Add: non-operating incomes 1,909,443.03 1,845,715.27 305,593.03 132,837.76 Less: non-operating expenses 7,935,351.30 7,935,351.30 2,751,488.85 2,685,801.30 Including: loss from disposal of non-current assets 4. Total profit (“-” for total loss) 23,278,553.72 25,721,229.54 -21,474,465.37 -20,812,597.53Less: income tax expenses 7,002,095.45 7,471,483.20 -1,395,000.00 -1,395,000.00 5. Net profit (“-” for total loss) 16,276,458.27 18,249,746.34 -20,079,465.37 -19,417,597.53 Attributable to owners of parent company 17,046,937.86 -19,891,951.48 Minority interest -770,479.59 -187,513.89 6. Earnings per share (1) Basic EPS 0.03 -0.035 (2) Diluted EPS 0.03 -0.0354.3 Income statement as of the period from year-begin to the end of report period Prepared by: Changchai Company, Limited Jan.-Sept. 2009 Unit: (RMB) Yuan This period Same period of last year Items Consolidation Parent company Consolidation Parent company 1. Total operation revenue 1,887,700,868.96 1,902,649,332.62 1,629,881,402.45 1,635,042,597.07 Including: sales revenue 1,887,700,868.96 1,902,649,332.62 1,629,881,402.45 1,635,042,597.07 Interests income Premium income Fee and commission income 2. Total operation cost 1,810,971,490.73 1,829,521,194.23 1,618,241,833.61 1,624,235,021.49 Including: cost of sales 1,633,240,414.63 1,667,308,966.07 1,476,621,481.93 1,495,586,894.32 Interests expenses Service charges and commission expenses Payments on surrenders Claim expenses-net Provision for insurance contract reserve-net Policyholder dividends Reinsurance expenses Business taxes and surcharges 237,724.82 0.00 282,565.93 0.00 Selling expenses 73,608,800.72 70,930,172.60 55,807,703.59 53,681,045.95 Administrative expenses 108,242,288.34 98,585,141.11 105,821,453.87 97,532,235.84 Financial expenses -4,357,737.78 -7,303,085.55 -16,290,266.51 -18,564,049.42 Asset impairment loss 0.00 0.00 -4,001,105.20 -4,001,105.20 Add: gain/loss from changes in fair value (“-” for loss) -16,440,300.00 -16,440,300.00 -35,640,000.00 -35,640,000.00 Gain/loss from investment (“-” for loss) 186,636,611.33 187,636,611.33 4,074,817.06 4,074,817.06 Including: investment gain from associates and joint ventures Gain/loss from foreign exchange difference (“-” for loss) 3. Operation profit (“-” for loss) 246,925,689.56 244,324,449.72 -19,925,614.10 -20,757,607.36 Add: non-operating incomes 8,078,835.13 5,223,256.91 3,301,711.34 2,255,999.51 Less: non-operating expenses 13,102,407.92 13,102,407.92 7,867,297.10 7,694,226.90 Including: loss from disposal of non-current assets 4. Total profit (“-” for total loss) 241,902,116.77 236,445,298.71 -24,491,199.86 -26,195,834.75Less: income tax expenses 34,911,677.23 34,911,677.23 -8,910,000.00 -8,910,000.00 5. Net profit (“-” for total loss) 206,990,439.54 201,533,621.48 -15,581,199.86 -17,285,834.75 Attributable to owners of parent company 205,767,404.12 201,533,621.48 -15,933,497.42 -17,285,834.75 Minority interest 1,223,035.42 352,297.56 6. Earnings per share (1) Basic EPS 0.367 -0.028 (2) Diluted EPS 0.367 -0.0284.4 Cash flow statement as of the period from year-begin to the end of report period Prepared by: Changchai Company, Limited Jan.-Sept. 2009 Unit: (RMB) Yuan This period Same period of last year Items Consolidation Parent company Consolidation Parent company 1. Cash flows from operating activities Cash received from sales of goods or rending of services 2,103,147,059.06 2,052,107,399.67 1,718,824,600.85 1,732,055,837.23 Net increase of deposits received from and held for customers Net increase of borrowings from central bank Net increase of inter-bank loans from other financial institutions Cash received against original insurance contract Net Cash received from reinsurance Net increase of client deposits and investments Net increase in disposal of held-for-trading financial assets Interests, handling charges and commission received Net increase of inter-bank funds received Net increase of cash received under repurchasing Tax and fare refunded 2,402,342.35 Other cash received from operating activities 8,814,589.32 7,985,654.68 11,347,802.39 9,324,890.25 Sub-total of cash inflow from operating activities 2,114,363,990.73 2,060,093,054.35 1,730,172,403.24 1,741,380,727.48 Cash paid for goods and services 1,524,978,341.69 1,536,870,058.15 1,554,793,863.94 1,570,836,666.35 Net increase of loans and advances Net increase of deposits in central bank, banks and other financial institutions Cash paid for original contract claimCash paid for interests, fees and commissions Cash paid for policy dividends Cash paid to and for employees 139,579,439.02 125,182,969.62 129,823,459.01 121,721,783.38 Taxes and fares paid 44,199,585.48 38,901,672.50 20,564,569.69 18,859,094.86 Other cash paid relating to operating activities 44,254,801.58 36,505,974.90 49,059,569.54 46,862,783.03 Sub-total of cash outflows from operating activities 1,753,012,167.77 1,737,460,675.17 1,754,241,462.18 1,758,280,327.62 Net cash flows from operating activities 361,351,822.96 322,632,379.18 -24,069,058.94 -16,899,600.14 2. Cash flows from investing 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 4,074,817.06 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 177,877.01 177,877.01 3,546,989.15 2,985,452.36 Net cash received from disposal of subsidiaries and other operating units Other cash received relating to investing activities Sub-total of cash inflows of investing activities 224,428,921.66 224,428,921.66 7,621,806.21 7,060,269.42 Cash paid for acquiring fixed assets, intangible assets and other long-term assets 84,188,018.39 79,028,599.50 73,821,260.36 70,009,275.90 Cash paid for acquiring investments Net increase of pledge loans Net cash paid for acquisition of subsidiaries and other operating units Other cash paid relating to investing activities Sub-total of cash outflows of investing activities 84,188,018.39 79,028,599.50 73,821,260.36 70,009,275.90 Net cash flow from investing activities 140,240,903.27 145,400,322.16 -66,199,454.15 -62,949,006.483. Cash flows of financing activities Cash received from absorbing investments Including: Cash received from minority shareholders of subsidiaries Cash received from borrowings 74,200,000.00 20,000,000.00 42,000,000.00 Cash received from bonds issuing Other cash received relating to financing activities 18,564,049.42 18,564,049.42 Sub-total of cash inflows of financing activities 74,200,000.00 20,000,000.00 60,564,049.42 18,564,049.42 Cash paid for settling debts 122,900,000.00 62,000,000.00 34,000,000.00 Cash paid for distribution of dividends or profits or reimbursing interest 34,605,793.14 32,504,964.36 30,342,499.24 28,068,716.33 Including: dividends or profits paid to minority shareholders by subsidiaries Other cash paid relating to financing activities 1,112,800.00 Sub-total of cash outflows of financing activities 158,618,593.14 94,504,964.36 64,342,499.24 28,068,716.33 Net cash flows of financing activities -84,418,593.14 -74,504,964.36 -3,778,449.82 -9,504,666.91 4. Effect of foreign exchange rate changes 5. Net increase of cash and cash equivalents 417,174,133.09 393,527,736.98 -94,046,962.91 -89,353,273.53 Add: cash and cash equivalents at the beginning of this period 402,778,967.15 378,820,707.08 443,234,034.61 417,975,515.87 6. Cash and cash equivalents at period-end 819,953,100.24 772,348,444.06 349,187,071.70 328,622,242.34 4.5 Auditor’s report Audit opinion: Unaudited