The First Quarterly Report 2010 of Changchai Company Limited 1 CHANGCHAI COMPANY, LIMITED THE FIRST QUARTERLY REPORT FOR YEAR 2010 §1 Important Notice 1.1 The Board of Directors, the Supervisory Committee, 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 all information set forth herein are true, accurate and complete. 1.2 None of the directors, supervisors, senior management staffs demonstrated uncertainty or disagreement about the truthfulness, accuracy, and completeness of this quarterly report. 1.3 All directors of the Company attended the Board meeting. 1.4 The first quarterly financial report has not been audited. 1.5 Person in charge of the Company Mr. Xue guojun, person in charge of the accounting Mr. He Jianguang and person in charge of accounting organizations Mr. Jiang He hereby confirm that the Financial Report enclosed in the Quarterly Report is true and complete. §2 Company Profile 2.1 Main accounting data and financial indicators Unit: RMB As at 31 Mar. 2010 As at 31 Dec. 2009 Increase/decrease (%) Total assets 3,019,331,501.89 2,940,087,431.89 2.70 Owners’ equity (shareholders’ equity) 1,879,223,887.47 1,797,529,734.74 4.54 Share capital 561,374,326.00 561,374,326.00 0.00 Net assets per share 3.35 3.20 4.69 Jan.-Mar. 2010 Jan.-Mar. 2009 Increase/decrease (%) Total sales 769,300,023.37 623,404,066.93 23.40 Net profit 39,894,552.73 33,923,390.49 17.60 Net cash flow arising from operating activities -4,050,892.81 176,366,986.69 -102.30 Net cash flow per share arising from operating activities -0.01 0.47 -102.13 Basic earnings per share 0.07 0.09 -22.22 Diluted earnings per share 0.07 0.09 -22.22 Return on equity (%) 2.12 2.58 Down 0.46 Return on equity after deducting extraordinary gains and losses(%) 2.54 1.59 Up 0.95The First Quarterly Report 2010 of Changchai Company Limited 2 Items of extraordinary gains and losses Unit: RMB Explanation on significant items of non-recurring gains and losses Naught 2.2 Total number of shareholders as at the end of reporting period and shares held by the top ten shareholders not subject to trading moratorium Unit: Share Total shareholders at the end of report period 119017 Shares held by the top ten tradable shareholders Name of shareholder (full name) Number of shares not subject to trading moratorium Type of share 1. State-owned Assets Supervision & Management Committee of Changzhou Municipal People's Government 168,497,736 Renminbi Ordinary Shares 2. Beijing Zhongji Hongli Assets Management Co., Ltd 977,690 Renminbi Ordinary Shares 3. NORGES BANK 898,350 Domestically listed foreign shares 4. Li Tao 838,391 Domestically listed foreign shares 5. Yu Xiaoping 790,000 Domestically listed foreign shares 6. Ma Zeqi 712,500 Domestically listed foreign shares 7. Shenzhen Huarong Century Investment Co., Ltd 640,250 Renminbi Ordinary Shares 8. NIHK-CUSTOMERS’ SEGREGATED ACCOUNT 582,000 Domestically listed foreign shares 9. Shanghai Hongkong Wanguo Securities 568,490 Domestically listed foreign shares 10. Zhou Nan 528,241 Renminbi Ordinary Shares §3 Significant Events 3.1 Particular about large-margin change of main accounting statement item and financial index and its reason √Applicable □Inapplicable 1. Receivable accounts increased71.45% over the year-begin, mainly because the Company sold goods on credit appropriately in the 1st quarter of 2009 according to agreement and plan to extend market. 2. Inventories reduced 40.14% over the year-begin, mainly because some inventories Items of extraordinary gains and losses Amount from the year-begin to the end of reporting period Net non-operating income and expenses 461,181.07 Impact on income tax -8,320,558.36 Total -7,859,377.29The First Quarterly Report 2010 of Changchai Company Limited 3 prepared for this quarter has been sold out in this period. 3、Account received in advance increased 66.54% over the year-begin, because the Company prepaid the part of payment for goods due to upward tendency in the price of raw materials. 4. Other accounts payable increased 42.43% over the year-begin, because the Company proposed sales favor in advance according to marketing policy of the Company. 5. Investment income decreased over the year-begin, because the Company sold 4,500,000 shares of Foton Motor held and gained RMB 14.71 million at the same period of last year. 3.2 The progress and influence of significant events and the analysis and explanation on resolving proposal □Applicable √Inapplicable 3.3 The fulfillment of the commitment made by the Company, shareholders and the actual controller √Applicable □Inapplicable Commitments Promisee Content of commitments Implementation Commitment made when share merger reform State-owned Assets Supervision and Administration Commission of Changzhou Municipal People’s Government 1. No trading and transfer may be taken within 12 months as of the date when the share merger reform was implemented. 2. After expiration of the aforesaid undertaking, original non-tradable shares could be sold through listing and trading on Shenzhen Stock Exchange, but proportion of number of 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. The Committment has been implemented. Commitment concerning share trading moratorium Inapplicable Commitment in the acquisition report or the report on equity changes Inapplicable Commitment made in the significant asset reorganization Inapplicable Commitment made in the issuance Inapplicable Other commitments (including supplementary ones) Inapplicable 3.4 Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next report period compared with the same period of the last year according to prediction, as well as explanations on the reasons □Applicable √Inapplicable 3.5 Other significant events that need to be explained 3.5.1 Whether there is the capital provided by the Company to the controlling shareholders or other related parties, or external guarantee in violation of established procedureThe First Quarterly Report 2010 of Changchai Company Limited 4 □Applicable √Inapplicable 3.5.2 Plan to the Share Holdings proposed or implemented by the shareholders holding over 30% equities of the Company in the reporting period □Applicable √Inapplicable 3.5.3 Securities investment √Applicable □Inapplicable Unit: RMB Yuan No. Type of securities Securities code Short form of securities Initial investment amount (Yuan) Holding number Book value in period-end Proportion of total securities in period-end (%) Gains/losses in the report period 1 Stock 002384 Dongshan Precision 13,000.00 500 13,000.00 100.00% 0.00 Other securities investments held in period-end 0.00 - 0.00 0.00 - Securities investment gain/loss sold out in the period - - - - - Total 13,000.00 500 13,000.00 100.00% 0.00 3.5.4 Equity of other listed companies held by the Company √Applicable □Inapplicable Unit: RMB Yuan Stock code Short form of stock Initial investment amount Equity proportion in that of this company Book value at the period-end Profit and loss in the report period Change in the owners’ equity in the report period Subject for accounting calculation Source of shares 600166 Foton Motor 41,784,000.00 3.94% 737,311,250.00 0 32,873,750.00 Financial ass ets available for sale Exchange assets of Changcha i Group in 1999 600377 Ninghu Expressway 90,500.00 403,000.00 0 46,000.00 Financial ass ets available for sale Agreeme nt transfer Total 41,874,500.00 737,714,250.00 0 32,919,750.00 3.5.5Equity of non-listed financial enterprises held by the Company √Applicable □Inapplicable Unit: RMB Yuan Name Initial investment amount Number of shares held Equity proportion in that of this company Book value at the period-end Profit and loss in the report period Change in the owners’ equity in the report period Subject for accounting calculation Source of sharesThe First Quarterly Report 2010 of Changchai Company Limited 5 Bank of Jiangsu 38,000,000.00 38,000,000 0.48% 38,000,000.00 0.00 0.00 long-term equity investment sponsor shares Total 38,000,000.00 38,000,000 - 38,000,000.00 0.00 0.00 - - 3.5.6 Significant Contract in the reporting period □Applicable √Inapplicable 3.5.7 Particulars about reception of researches, communications and interviews in the report period □Applicable √Inapplicable 3.6 Investment on derivative products □Applicable √Inapplicable 3.6.1 Quantity of invested derivative products at the period-end □Applicable √InapplicableThe First Quarterly Report 2010 of Changchai Company Limited 6 § 4 Attachments 4.1 Balance Sheet Prepared by Changchai Company, Limited 31 Mar. 2010 Unit: RMB Yuan Amount at the period-end Amount at the period-begin Items Consolidation Parent company Consolidation Parent company Current Assets: Monetary funds 762,877,782.33 700,921,960.80 770,721,154.44 732,773,854.30 Settlement fund reserve Dismantle fund Transaction financial asset 13,000.00 Notes receivable 47,452,686.28 46,522,686.28 83,834,240.00 76,174,240.00 Account receivable 438,333,011.81 396,191,307.69 255,668,271.46 218,589,252.04 Account paid in advance 27,467,765.46 24,421,507.80 23,512,432.19 24,502,835.32 Premium receivables Receivables from reinsures Reinsurance contract reserve receivables Interest receivable Other account receivable 12,257,376.99 10,904,995.36 15,656,250.31 14,418,443.89 Financial assets purchased under agreements to resell Inventories 221,731,638.91 169,299,003.48 370,423,764.66 312,897,677.55 Non-current assets due within 1 year Other current assets 95,087.13 133,419.55 Total current assets 1,510,228,348.91 1,348,261,461.41 1,519,949,532.61 1,379,356,303.10 Non-current assets: Loans and advance Available for sale financial assets 737,714,250.00 737,714,250.00 688,538,250.00 688,538,250.00 Held to maturity investments 10,000,000.00 Long-term account receivable Long-term equity investment 60,708,368.14 142,048,168.14 60,708,368.14 112,048,168.14 Investing property 69,978,989.63 69,978,989.63 70,531,074.83 70,531,074.83 Fixed asset 425,392,808.31 370,064,684.55 430,555,693.45 374,070,571.63 Project in construction 101,969,831.51 101,794,189.31 65,803,686.54 65,543,304.34 Engineering material Fixed asset disposal Bearer biological asset Oil assets Intangible assets 102,756,397.07 100,488,546.67 103,418,318.00 101,134,909.93The First Quarterly Report 2010 of Changchai Company Limited 7 Development expense Goodwill Long-term expense to be apportioned Deferred tax assets 582,508.32 582,508.32 582,508.32 582,508.32 Other non-current assets Total of non-current assets 1,509,103,152.98 1,522,671,336.62 1,420,137,899.28 1,412,448,787.19 Total of assets 3,019,331,501.89 2,870,932,798.03 2,940,087,431.89 2,791,805,090.29 Current liabilities: Short-term borrowings 41,500,000.00 41,500,000.00 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 346,464,400.00 316,280,000.00 323,666,300.00 294,380,000.00 Account payable 357,783,222.11 323,352,013.56 459,360,350.72 422,014,864.70 Account received in advance 63,105,889.37 62,158,479.39 37,892,215.77 36,868,917.59 Financial assets sold under agreements to repurchase Handling charges and commission payable Employee’s compensation payable 7,742,989.81 4,163,512.12 49,743,183.62 44,412,398.41 Tax payable -3,832,563.34 -118,798.72 -6,934,188.05 -1,294,677.52 Interest payable Other account payable 3,891,433.83 3,243,179.97 3,891,433.83 3,243,179.97 Dividend payable 169,676,995.98 171,525,509.62 119,130,766.55 120,169,477.26 Due to reinsures Insurance contract reserve Customer deposits Amount payables under security underwriting Non-current liabilities due within 1 year Other current liabilities 1,239,236.11 334,297.88 Total current liabilities 987,571,603.87 880,603,895.94 1,028,584,360.32 919,794,160.41 Non-current liabilities: Long-term borrowings 30,000,000.00 30,000,000.00The First Quarterly Report 2010 of Changchai Company Limited 8 Debentures payable Long-term payables Specific purpose account payables Provisions for contingent liabilities Deferred tax liabilities 104,375,962.50 104,375,962.50 96,999,562.50 96,999,562.50 Other non-current liabilities 6,935,000.00 6,935,000.00 6,060,000.00 6,060,000.00 Total non-current liabilities 141,310,962.50 141,310,962.50 103,059,562.50 103,059,562.50 Total liabilities 1,128,882,566.37 1,021,914,858.44 1,131,643,922.82 1,022,853,722.91 Owner’s equity Share capital 561,374,326.00 561,374,326.00 561,374,326.00 561,374,326.00 Capital surplus 764,828,911.26 774,508,097.45 723,029,311.26 732,708,497.45 Less: Treasury Stock Reserved fund 262,059,351.41 262,059,351.41 262,059,351.41 262,059,351.41 General risk provision 251,066,746.07 212,809,192.52 Retained earnings 290,961,298.80 251,076,164.73 Foreign exchange difference Total owners' equity attributable to holding company 1,879,223,887.47 1,849,017,939.59 1,797,529,734.74 1,768,951,367.38 Minority interest 11,225,048.05 10,913,774.33 Total owner’s equity 1,890,448,935.52 1,849,017,939.59 1,808,443,509.07 1,768,951,367.38 Total liabilities and owner’s equity 3,019,331,501.89 2,870,932,798.03 2,940,087,431.89 2,791,805,090.29The First Quarterly Report 2010 of Changchai Company Limited 9 4.2 Income Statement Prepared by Changchai Company, Limited Jan.-Mar. 2010 Unit: RMB Yuan Amount of this period Amount of last period Items Consolidation Parent company Consolidation Parent company I. Total sales 769,300,023.37 779,323,914.51 623,404,066.93 646,619,794.64 Including: Sales 769,300,023.37 779,323,914.51 623,404,066.93 646,619,794.64 Interests income Premium income Handling charges and commission income II. Total cost of sales 721,242,034.23 733,633,973.75 602,423,773.29 623,347,762.12 Including: Cost of sales 652,544,129.35 671,856,978.23 556,267,223.99 582,625,411.77 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 51,870.10 32,212.93 Selling and distribution expenses 23,605,574.48 20,999,506.99 21,296,915.14 20,636,519.28 Administrative expenses 44,857,602.26 41,361,204.77 26,501,942.64 22,836,588.64 Financial expense 182,858.04 -583,716.24 -1,674,521.41 -2,750,757.57 Impairment loss Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” means loss) 7,214.60 14,709,375.00 14,709,375.00 Including: income form investment on affiliated enterprise and jointly enterprise Foreign exchange difference (“-” means loss) III. Business profit (“-” means loss) 48,065,203.74 45,689,940.76 35,689,668.64 37,981,407.52 Add: non-business income 2,471,450.22 2,297,352.49 4,553,275.43 1,875,690.50 Less: non-business expense 2,010,269.15 1,939,353.55 2,587,956.77 2,515,541.63 Including: loss from non-current asset disposalThe First Quarterly Report 2010 of Changchai Company Limited 10 IV. Total profit (“-” means loss) 48,526,384.81 46,047,939.70 37,654,987.30 37,341,556.39 Less: Tax expense 8,320,558.36 7,780,967.49 3,677,343.75 3,677,343.75 V. Net profit (“-” means loss) 40,205,826.45 38,266,972.21 33,977,643.55 33,664,212.64 Attributable to parent company 39,894,552.73 38,266,972.21 33,923,390.49 33,664,212.64 Minority interest 311,273.72 54,253.06 VI. Earnings per share (I) basic earnings per share 0.07 0.09 (II) diluted earnings per share 0.07 0.09 VII. Other consolidated income VIII. Total consolidated income 40,205,826.45 38,266,972.21 33,977,643.55 33,664,212.64 Total consolidated income attributable to owners of parent company 39,894,552.73 38,266,972.21 33,923,390.49 33,664,212.64 Total consolidated income attributable to minority shareholders 311,273.72 54,253.06 4.3 Cash Flow Statement Prepared by Changchai Company, Limited Jan.- Mar. 2010 Unit: RMB Yuan Amount of this period Amount of last period Items Consolidation Parent company Consolidation Parent company 1. Cash flows for operating activities: Cash received from sales of goods or rending of services 731,548,900.94 730,827,206.89 725,882,550.39 709,078,803.47 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 amountThe First Quarterly Report 2010 of Changchai Company Limited 11 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 2,402,342.35 Other cash received relating to operating activities 4,264,889.64 4,126,789.34 3,757,117.69 3,632,949.79 Sub-total of cash inflows 735,813,790.58 734,953,996.23 732,042,010.43 712,711,753.26 Cash paid for goods and services 646,286,674.02 647,052,618.19 497,890,362.12 500,715,993.20 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 63,004,883.51 58,217,839.57 44,790,369.84 40,282,634.22 Tax and fare paid 11,548,555.19 10,141,395.44 2,202,793.17 1,432,473.98 Other cash paid relating to operating activities 19,024,570.67 18,554,580.67 10,791,498.61 10,586,583.96 Sub-total of cash outflows 739,864,683.39 733,966,433.87 555,675,023.74 553,017,685.36 Net cash flow from operating activities -4,050,892.81 987,562.36 176,366,986.69 159,694,067.90 2. Cash Flows from Investment Activities: Cash received from return of investments Cash received from investment income 7,214.60 14,709,375.00 14,709,375.00 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 745,280.23 745,280.23 98,254.30 98,254.30The First Quarterly Report 2010 of Changchai Company Limited 12 Proceeds from sale of subsidiaries and other operating units Other cash received relating to investment activities Sub-total of cash inflows 752,494.83 745,280.23 14,807,629.30 14,807,629.30 Cash paid for acquiring fixed assets, intangible assets and other long-term assets 32,890,003.49 32,355,504.48 33,727,894.09 32,635,950.69 Cash paid for acquiring investments 30,000,000.00 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 32,890,003.49 62,355,504.48 33,727,894.09 32,635,950.69 Net cash flow from investing activities -32,137,508.66 -61,610,224.25 -18,920,264.79 -17,828,321.39 3. Cash Flows from Financing Activities: Cash received from absorbing investment Including: Cash received from increase in minority interest Cash received from borrowings 35,000,000.00 30,000,000.00 25,500,000.00 20,000,000.00 Cash received from issuing debentures Other proceeds relating to financing activities Sub-total of cash inflows 35,000,000.00 30,000,000.00 25,500,000.00 20,000,000.00 Cash paid for settling debt 5,000,000.00 5,500,000.00 Cash paid for distribution of dividends or profit or reimbursing interest 1,654,970.64 1,229,231.61 1,796,590.69 1,221,538.50 Including: dividends or profit paid to minority interest Other cash payments relating to financing activities Sub-total of cash outflows 6,654,970.64 1,229,231.61 7,296,590.69 1,221,538.50 Net cash flow from financing activities 28,345,029.36 28,770,768.39 18,203,409.31 18,778,461.50The First Quarterly Report 2010 of Changchai Company Limited 13 4. Effect of foreign exchange rate changes 5. Increase in cash and cash equivalents -7,843,372.11 -31,851,893.50 175,650,131.21 160,644,208.01 Add : Cash and cash equivalents at year-begin 770,721,154.44 732,773,854.30 402,778,967.15 378,820,707.08 6.Cash and cash equivalents at the end of the year 762,877,782.33 700,921,960.80 578,429,098.36 539,464,915.09 4.4 Auditor’s report Audit opinion: Unaudited Board of Directors of Changchai Company, Limited Apr.23,2010