CHANGCHAI COMPANY, LIMITED THE FIRST QUARTERLY REPORT FOR YEAR 2012 §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 Director Xue Guojun was not present at the board session for reviewing this quarterly report due to business reasons and entrusted Director He Jianguang to vote on his behalf. 1.3 The first quarterly financial report for 2012 has not been audited by an accounting firm. 1.4 Person in charge of the Company Mr. Xue Guojun, person in charge of the accounting Mr. He Jianguang and person in charge of the accounting organization Mr. Jiang He hereby confirm that the Financial Report enclosed in the Quarterly Report is true and complete. English Translation for Reference Only. Should there be any discrepancy between the two versions, the Chinese version shall prevail. §2 Company Profile 2.1 Main accounting data and financial indicators Unit: RMB 31 Mar. 2012 31 Dec. 2011 Increase/decrease (%) Total assets 3,017,128,191.00 2,870,088,394.73 5.12% Equity attributable to owners of 1,818,209,931.26 1,742,701,667.71 4.33% the Company Share capital 561,374,326.00 561,374,326.00 0.00% Net assets per share attributable 3.24 3.10 4.52% to owners of the Company Jan.-Mar. 2012 Jan.-Mar. 2011 Increase/decrease (%) Total sales 845,226,165.76 937,452,656.78 -9.84% Net profit attributable to owners 13,475,393.55 25,251,344.61 -46.63% of the Company Net cash flow arising from 77,207,351.21 -19,733,974.68 —— operating activities Net cash flow per share arising 0.14 -0.04 —— from operating activities Basic earnings per share 0.03 0.04 -25.00% Diluted earnings per share 0.03 0.04 -25.00% Return on equity (%) 0.76 1.22 -0.46 Return on equity after deducting 0.83 1.30 -0.47 extraordinary gains and losses (%) Amount from the Items of extraordinary gains and losses year-begin to the end of the reporting period Net non-operating incomes and expenses -186,779.33 Impact on income tax -1,067,001.09 Total -1,253,780.42 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 the reporting 94,607 period Shares held by the top ten tradable share holders Number of tradable Name of shareholder Type of share shares held 1. State-owned Assets Supervision & Management Committee of Changzhou Municipal People's 168,497,736 Renminbi ordinary shares Government Domestically listed foreign 2. Li Tao 838,391 share Domestically listed foreign 3. Sinoauto Company, Ltd. 820,000 share 4. Feng Yan 796,550 Renminbi ordinary shares 5. Ying Juping 745,300 Renminbi ordinary shares Domestically listed foreign 6. Ma Zeqi 712,500 share 7. Shenzhen Huarong Century Investment Co., Ltd. 692,921 Renminbi ordinary shares 8. Zhu Yixuan 637,888 Renminbi ordinary shares Domestically listed foreign 9. Guotai Junan Securities (Hong Kong) Limited 616,450 shares 10. Zhu Shuanglian 585,715 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. Accounts receivable were up 33.19% as compared to the beginning of the year, which was mainly because the Company properly extended credit to customers according to relevant agreements and plans in the reporting period so as to attract more customers. 2. Inventories were down 20.85 % as compared to the beginning of the year, which was mainly some stock products prepared by the Company at the year-begin were sold in the reporting period. 3.Investment income increased RMB8,785,819.08 over the last period, mainly because the cash dividends from the equities of Foton Motor held by the Company increased RMB 8,670,000.00. 4. Net profit was down 46.63% from a year earlier, which was mainly because market competition was fierce, selling prices dropped and labor cost rose. 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 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 reporting 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 procedure □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 Initial Proportion of Gains/losses in Type of Securities Short form investment Holding Book value in total securities No. the reporting securities code of securities amount number period-end in period-end period (Yuan) (%) LONGi 1 Stock 601012 21,000.00 1000 21,000.00 29.16% 0.00 Stock Stock YuXing 2 300305 42,000.00 1000 35,360.00 49.10% -6,640.00 Stock 3 Stock 300307 Cixing Stock 17,500.00 500 15,650.00 21.73% -1,850.00 Other securities investments held at the 0.00 - 0.00 0.00% 0.00 period-end Securities investment gain/loss sold out in the - - - - 37,505.03 period Total 80,500.00 - 72,010.00 100% 29,015.03 3.5.4 Equity of other listed companies held by the Company √Applicable □Inapplicable Unit: RMB Yuan Equity Profit and Change in the Initial proportion Subject for Short form of Book value at loss in the owners’ equity Source of Stock code investment in that of accounting stock the period-end reporting in the reporting shares amount this calculation period period company Exchange Financial ass assets of 600166 Foton Motor 41,784,000.00 3.42% 492,745,000.00 0 72,972,500.00 ets available Changcha for sale i Group in 1999 Financial ass Agreeme Ninghu 600377 90,500.00 293,000.00 0 8,500.00 ets available nt Expressway for sale transfer Total 41,874,500.00 493,038,000.00 0 72,981,000.00 3.5.5 Equity of non-listed financial enterprises held by the Company √Applicable □Inapplicable Unit: RMB Yuan Equity Change in the Profit and Initial proportion Book value at owners’ Subject for Number of loss in the Source of Name investment in that of the equity in the accounting shares held reporting shares amount this period-end reporting calculation period company period long-term Bank of sponsor 38,000,000.00 38,000,000 0.48% 38,000,000.00 0.00 0.00 equity Jiangsu shares investment Total 38,000,000.00 38,000,000 - 38,000,000.00 0.00 0.00 - - 3.5.6 Significant contracts in the reporting period □Applicable √Inapplicable 3.5.7 Particulars about reception of researches, communications and interviews in the reporting period √Applicable □Inapplicable Main discussion and the materials Time Place Way of reception Visitor provided by the Company The main operation status of the 23 Feb. 2012 The Company By telephone Individual investor Company 3.6 Investment on derivative products □Applicable √Inapplicable 3.6.1 Quantity of invested derivative products at the period-end □Applicable √Inapplicable