CHANGCHAI COMPANY, LIMITED SEMI-ANNUAL REPORT 2012 August 2012 1 I. Important Notes The Board of Directors, the Supervisory Committee as well as Directors, Supervisors and Senior Executives of 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 factuality, accuracy and completeness of the contents of this report. Director He jianguang、Lu Jiangxiang、Zhu Jianming from the Board meeting due to some reasons, and respectively entrusted Director Shi Jianchun 、Xu Zhenping、Shen Ningwu to vote on his behalf. The financial statements for the first half of 2012 have not been audited by a CPAs firm. Mr. Xue Guojun, company principal, Mr. He Jianguang, head of the accounting work, and Mr. Jiang He, head of the accounting department (chief of accounting) hereby confirm that the financial statements enclosed in this report are true and complete. English Translation for Reference Only. Should there be any discrepancy between the two versions, the Chinese version shall prevail. 2 II. Company Profile (I)Basic information A-share code 000570 B-share code 200570 A-share abbreviation Su Changchai A B-share abbreviation Su Changchai B Stock exchange listed with Shenzhen Stock Exchange Legal Chinese name of the Company 常柴股份有限公司 Abbr. of the legal Chinese name of the Company Legal English name of the Company CHANGCHAI COMPANY,LIMITED Abbr. of the legal English name of the CHANGCHAI CO.,LTD. Company Legal representative of the Company Xue Guojun Registered address No. 123, Huaide Middle Road, Changzhou, Jiangsu Postal code for the registered address 213002 Office address No. 123, Huaide Middle Road, Changzhou, Jiangsu Postal code for the office address 213002 Internet website of the Company http://www.changchai.com.cn Email address cctqm@public.cz.js.cn (II)For contact Secretary to the Board of Directors Securities Affairs Representative Name Shi Jianchun He Jianjiang No. 123, Huaide Middle Road, No. 123, Huaide Middle Road, Contact address Changzhou, Jiangsu Changzhou, Jiangsu Tel. (86)519-86610041 (86)519-68683155 Fax (86)519-86630954 (86)519-86630954 E-mail ccsjc@changchai.com cchjj@changchai.com (III)About information disclosure and where the semi-annual report is placed Newspapers designated by the Company Securities Times, Ta Kung Pao for information disclosure Internet website designated by CSRC for http://www.cninfo.com.cn disclosing the semi-annual report Where the semi-annual report is placed Secretariat of the Board 3 III. Summary of Financial Highlights and Business Highlights (I)Major accounting data and financial indexes Any retrospective adjustment in previous financial statements? □Yes √No Major accounting data Reporting period Major accounting data Same period of last year Increase/decrease (%) (Jan.-Jun.) Gross operating revenues (RMB Yuan) 1,599,480,212.75 1,702,548,109.24 -6.05 Operating profit (RMB Yuan) 31,197,735.95 40,931,592.25 -23.78 Total profit (RMB Yuan) 35,528,457.99 47,558,149.99 -25.29 Net profit attributable to shareholders of the 29,802,438.47 37,156,614.70 -19.79 Company (RMB Yuan) Net profit attributable to shareholders of the Company after deducting non-recurring gains and 25,424,883.61 31,604,115.97 -19.55 losses (RMB Yuan) Net cash flow from operating activities (RMB Yuan) 207,869,158.63 -48,652,001.52 —— As at the end of this As at the end of last year Increase/decrease (%) reporting period Total assets (RMB Yuan) 3,083,920,367.41 2,870,088,394.73 7.45 Owners’ equity attributable to shareholders of the 1,854,820,864.26 1,742,701,667.71 6.43 Company (RMB Yuan) Share capital (share) 561,374,326.00 561,374,326.00 0.00 Major financial indexes Reporting period Major financial indexes Same period of last year Increase/decrease (%) (Jan.-Jun.) Basic EPS (RMB Yuan/share) 0.05 0.07 -28.57 Diluted EPS (RMB Yuan/share) 0.05 0.07 -28.57 Basic EPS after deducting non-recurring gains and 0.05 0.06 -16.67 losses (RMB Yuan/share) Fully diluted ROE(%) 1.61 1.95 -0.34 Weighted average ROE(%) 1.66 1.87 -0.21 Fully diluted ROE after deducting non-recurring 1.37 1.66 -0.29 gains and losses(%) Weighted average ROE after deducting non-recurring 1.41 1.59 -0.18 gains and losses(%) Net cash flow per share from operating activities 0.37 -0.09 —— (RMB Yuan/share) As at the end of this As at the end of last year Increase/decrease (%) 4 reporting period Net assets per share attributable to shareholders of the 3.30 3.10 6.45 Company (RMB Yuan/share) Liability/asset ratio(%) 39.40 38.80 0.6 (II)Accounting data differences under the domestic and overseas accounting standards 1. Net profit and net asset differences between financial reports disclosed according to the international and Chinese accounting standards respectively √Applicable □Inapplicable Unit: RMB Yuan Net profit attributable to shareholders of the Owners’ equity attributable to shareholders of Company the Company Reporting period Same period of last year Closing amount Opening amount As per Chinese accounting 29,802,438.47 37,156,614.70 1,854,820,864.26 1,742,701,667.71 standards Items and amounts adjusted according to international accounting standards: As per international 29,802,438.47 37,156,614.70 1,854,820,864.26 1,742,701,667.71 accounting standards 2. Net profit and net asset differences between financial reports disclosed according to the overseas and Chinese accounting standards respectively □ Applicable √Inapplicable Unit: RMB Yuan Net profit attributable to shareholders of the Owners’ equity attributable to shareholders of Company the Company Reporting period Same period of last year Closing amount Opening amount As per Chinese accounting 29,802,438.47 37,156,614.70 1,854,820,864.26 1,742,701,667.71 standards Items and amounts adjusted according to international accounting standards: As per international 29,802,438.47 37,156,614.70 1,854,820,864.26 1,742,701,667.71 accounting standards (III)Items of non-recurring gains and losses √Applicable □Inapplicable Item Amount (RMB Yuan) Note Including: net income of RMB Gains and losses on disposal of non-current assets 2,454,786.74 2,454,786.74 from fixed asset disposal 5 Tax rebate, reduction or exemption due to un-authorized approval or the lack of formal approval documents Government grants recognized in the current year, except for those acquired in the ordinary course of business or granted at certain quotas 1,600,000.00 or amounts according to the country’s unified standards Capital occupation fees received from non-financial enterprises that are 750,000.00 included in current gains and losses Gains generated when the investment costs of the Company’s acquiring subsidiaries, associates and joint ventures are less than the fair value of identifiable net assets in the investees attributable to the Company in the acquisition of the investments Exchange gains and losses of non-monetary assets Gains and losses through entrusting others to invest or manage assets Various asset impairment provisions due to acts of God such as natural disasters Gains and losses on debt restructuring Enterprise reorganization expenses, such as expenses on employee settlement and integration Gains and losses on the parts exceeding the fair value when prices of transactions become unfair Net current gains and losses from the period-begin to the combination date of subsidiaries due to business combinations under the same control Gains and losses on contingent matters which are irrelevant to the normal operation of the Company Gains and losses on fair value changes of transactional financial assets and liabilities, and investment gains on disposal of transactional Disposal of trading financial assets financial assets and liabilities and available-for-sale financial assets, 230,463.19 to obtain investment returns. except for the effective hedging business related to the Company’s normal operation Reversal of impairment provisions for accounts receivable which are separately tested for impairment signs Gains and losses on entrustment loans from external parties Gains and losses on fair value changes of investing properties for which the fair value method is adopted for subsequent measurement Current gain and loss effect due to a just-for-once adjustment to current gains and losses according to requirements of taxation and accounting laws and regulations Custodian fee income from entrusted operations with the Company 6 Other non-operating incomes and expenses besides the items above 275,935.30 Other gain and loss items that meet the definition of non-recurring gains and losses Minority interests effects -38,906.26 Income tax effects -894,724.11 Total 4,377,554.86 Explanation given by the Company to “other gain and loss items that meet the definition of non-recurring gains and losses” and when it recognizes a non-recurring gain and loss item as a recurring one according to the nature and features of its ordinary business Amount involved (RMB Item Notes Yuan) 0 IV. Changes in Share Capital and Particulars about Shareholders (I)Changes in share capital 1. Statement of changes of shares □Applicable √Inapplicable 2. Changes of shares subject to trading moratorium □Applicable √Inapplicable (II)Issuance and listing of securities 1. Securities issues in the previous three years □Applicable √Inapplicable 2. Changes of the Company’s share number and structure, as well as the corresponding changes in its asset-liability structure □Applicable √Inapplicable 3. Existing employee shares □Applicable √Inapplicable (III)Shareholders and actual controller 1. Total number of shareholders at the end of the reporting period The Company had 90562 shareholders in total at the end of the reporting period. 2. Shareholding of the top ten shareholders Particulars about shares held by the top ten shareholders Number of Pledged or frozen shares Name of shareholder (full Nature of Shareholding Total shares held non-tradable Number of name) shareholder percentage (%) at the period-end Status of shares shares held shares State-owned Assets State-owned 30.02 168,497,736 0 7 Supervision and corporation Administration Commission of Changzhou Municipal People’s Government Xi Yanping Domestic 0.24 1,355,131 0 natural person Wang Zhinan Domestic 0.19 1,083,000 0 natural person Wang Litian Domestic 0.17 960,000 0 natural person Guotai Junan Securities Overseas 0.16 876,150 0 (Hong Kong) Limited corporation Li Tao Domestic 0.15 838,391 0 natural person Dai Yi Domestic 0.15 823,247 0 natural person Sinoauto Company, Ltd. Overseas 0.15 820,000 0 corporation Feng Yan Domestic 0.14 796,850 0 natural person Wang Huimin Domestic 0.14 766,636 0 natural person Explanation on particulars of shareholders Particulars about shares held by the top ten shareholders holding tradable shares √ Applicable □ Inapplicable Number of tradable Type and number of shares Name of shareholder shares held at Type Number period-end State-owned Assets Supervision and Administration Commission of Changzhou 168,497,736 A-shares 168,497,736 Municipal People’s Government Xi Yanping 1,355,131 A-shares 1,355,131 Wang Zhinan 1,083,000 A-shares 1,083,000 Wang Litian 960,000 A-shares 960,000 Guotai Junan Securities (Hong Kong) Limited 876,150 B-shares 876,150 Li Tao 838,391 B-shares 838,391 Dai Yi 823,247 A-shares 823,247 Sinoauto Company, Ltd. 820,000 B-shares 820,000 Feng Yan 796,850 A-shares 796,850 Wang Huimin 766,636 A-shares 766,636 It is unknown whether there was any associated relationship among the top ten shareholders and among the top ten shareholders not subject to trading moratorium, or whether they are persons acting in concert as described by Measures for the Administrative of Disclosure of Shareholder Equity Changes. 8 Strategic investors or general legal persons becoming the top ten shareholders due to placing of new shares □Applicable √Inapplicable 3. Controlling shareholder and actual controller (1)Change of the controlling shareholder and actual controller □Applicable √Inapplicable (2)Particulars about the controlling shareholder and actual controller Is there a new actual controller? □ Yes √ No State-owned Assets Supervision and Administration Commission Name of the actual controller of Changzhou Municipal People’s Government Local State-owned Assets Supervision and Administration Type of the actual controller Commission (3)Illustration on the relationship between the Company and its actual controller STATE-OWNED ASSETS SUPERVISION AND ADMINISTRATION COMMISSION OF CHANGZHOU MUNICIPAL PEOPLE’S GOVERNMENT 30.02% CHANGCHAI COMPANY, LIMITED (4)The actual controller controls the Company via trust or other ways of asset management. □Applicable √Inapplicable 4. Other corporate shareholders with a shareholding over 10% □Applicable √Inapplicable (IV)Convertible corporate bonds □Applicable √Inapplicable 9 V. Directors, Supervisors and Senior Management (I)Shareholding changes of directors, supervisors and senior management □Applicable √Inapplicable Shares Shares held at held at Reason for Name Position Sex Age Office term at year-begi change year-en n d Chairman of the From 17 May 2010 to 17 Xue Guojun Male 49 0 0 Board May 2013 Director, General From 17 May 2010 to 17 He Jianguang Manager, Chief Male 48 0 0 May 2013 Engineer From 17 May 2010 to 17 Lu Jiaxiang Director Male 57 0 0 May 2013 Director, Deputy General Manager, From 17 May 2010 to 17 Shi Jianchun Male 50 0 0 Secretary of the May 2013 Board Director, Deputy From 17 May 2010 to 17 Xu Zhenping Male 55 0 0 General Manager May 2013 Zhuang Director Male From 17 May 2010 to 17 68 0 0 Rongfa May 2013 Independent Director Male From 17 May 2010 to 17 Shen Ningwu 70 0 0 May 2013 Independent Director Male From 17 May 2010 to 17 Zhu Jianming 56 0 0 May 2013 Male From 17 May 2010 to 17 Cao Huiming Independent Director 63 0 0 May 2013 Deputy General From 17 May 2010 to 17 Yin Lihou Male 48 0 0 Manager May 2013 Deputy General From 17 May 2010 to 17 Xu Yi Male 48 0 0 Manager May 2013 Deputy General From 17 May 2010 to 17 Ni Shiyuan Male 56 0 0 Manager May 2013 Deputy General From 31 Dec. 2011 to 17 Liu Xiaoyun Male 50 0 0 Manager May 2013 10 Chairman of the Supervisory From 17 May 2010 to 17 Lv Weimin Male 58 0 0 Committee, Secretary May 2013 of Party Committee Yuan Femal From 17 May 2010 to 17 Supervisor 49 0 0 Xiaodong e May 2013 From 17 May 2010 to 17 Ni Mingliang Supervisor Male 45 0 0 May 2013 From 17 May 2010 to 17 Lu Zhonggui Supervisor Male 45 0 0 May 2013 From 17 May 2010 to 17 Wu Keyun Supervisor Male 48 0 0 May 2013 Equity incentives granted to directors, supervisors and senior management during the reporting period □Applicable √Inapplicable (II)Post-holding particulars Post-holding in shareholders units √Applicable □Inapplicable Name of the Receives payment person holding any Position in the Beginning date Ending date of Name of the shareholder unit from the shareholder post in any shareholder unit of office term office term unit? shareholder unit State-owned Assets Supervision and Administration Commission Lu Jiaxiang Deputy Director Jun. 2007 —— Yes of Changzhou Municipal People’s Government State-owned Assets Supervision and Administration Commission Yuan Xiaodong Chief Officer Nov. 2005 —— Yes of Changzhou Municipal People’s Government Notes to post-holding in shareholder units Post-holding in other units √Applicable □Inapplicable Name of the Position in other Beginning date Ending date of Receives payment person holding any Name of other unit unit of office term office term from other unit? post in other units Wuxi Fuel Injection Zhu Jianming Institute director Mar. 2000 —— Yes Equipment Research Institute Notes to post-holding in 11 other units (III)Remuneration for directors, supervisors and senior management Decision-making procedure for The remuneration for the Company’s senior management was submitted to the Board for review the remuneration of directors, and approval after the Remuneration & Appraisal Committee under the Board making relevant supervisors and senior appraisal contracts. management Basis for determining the The annual remuneration drawn by directors, supervisors and senior management from the remuneration of directors, Company was paid on monthly according to the relevant provisions of wage management and supervisors and senior rank standard established by the Company, and paid bonus at the end of the year based on the management debriefing situation made by the Staffs’ Congress of the Company and appraisal results. Actual payment of the remuneration of directors, During the reporting period, the company directors, supervisors, the actual payment of senior supervisors and senior management personnel remuneration amounted to RMB390,000. management (IV)Change of directors, supervisors and senior management □Applicable √Inapplicable (V)Employees Number of on-job employees 3194 Number of retired employees for whom the Company shall bear 0 expenses Function structure Type of function Number of personnel Production 2318 Sale 243 Technical 133 Financial 33 Administration 370 Level of education Level of education Number of personnel Master’s degree 13 University 235 Junior college 397 High school 1043 Junior middle schools and below 1506 12 VI. Report of the Board of Directors (I)Discussion and analysis by the management For the first half of 2012, the Company accumulatively sold various diesel engines and power generation sets of 646,900 in number, a decrease of 7.63% year on year, including 555,400 units of single-cylinder diesel engines, down 8.64% from a year earlier, representing 51% of the annual target; 88,700 sets of multi-cylinder diesel engines, down 2.16% as compared with the same period of last year, representing 55% of the annual target; and 2,731 units of engine sets and power units, representing a year-on-year growth of 78.73%. It achieved export earnings of US$ 11.36 million, down 50.18% from a year earlier. Meanwhile, it realized sales revenues of RMB 1,599,480,200, a decrease of 6.05% year on year and realized a net profit attributable to shareholders of the Company of RMB 29,802,400, down 19.79% from a year earlier. Despite drops in the Company’s diesel engine production and sales volumes, sales income, profit and other indexes due to the macro-environment and the supply-demand relation in the first half of 2012, the Company as a whole maintained a healthy and steady development trend. The production and sales volumes of single-cylinder diesel engines decreased but remained at the top of the industry. Multi-cylinder diesel engines saw some growth in the field of non-road vehicles such as reapers. Despite a weak automobile industry and a sharp slowdown in growth, the Company still managed to maintain its market share in producing diesel engines for automobiles. The technical transformation projects involving casting and machine tooling where the Company’s inputs focused were proceeding in an orderly manner, which provided strong support for expanding the production capacity and improving the product quality of the Company in the future. In the reporting period, affected by the decreased sales volume and income and growing labor cost and other factors, the achieved profit of the Company dropped to some degree on a year-on-year basis. Is the Company’s actual business performance 20% lower or higher than any earning forecast or business plan for the reporting period which has been publicly disclosed earlier? □ Yes √ No Analysis to the business and performances of the Company’s main subsidiaries and stock-participating companies: 1. With a registered capital of RMB 35 million and the Company holding 60% of its equity interests, Changchai Wanzhou Diesel Engine Co., Ltd. is mainly engaged in production and manufacture of diesel engines. Up to 30 Jun. 2012, the total assets of the Company stood at RMB 127,879,000 and the net assets at RMB 48,111,300. And for Jan.-Jun. 2012, the Company achieved sales income of RMB 61,004,700 and net profit of RMB 1,409,500. 2. With a registered capital of RMB 33,786,400 and the Company holding 75% of its equity interests, Changchai Benniu Diesel Engine Fittings Co., Ltd. is mainly engaged in production and manufacture of diesel engine fittings. Up to 30 Jun. 2012, the total assets of the Company stood at RMB 186,239,900 and the net assets at RMB 61,721,300. And for Jan.-Jun. 2012, the Company achieved sales income of RMB 98,023,900 and net profit of RMB 876,400. 3. With a registered capital of RMB 200,000 and the Company holding 100% of its equity interests, Chansun 13 International (Pte.) Ltd. (Chansun) is mainly engaged in Purchasing, sales and technical service of starting engine of diesel engine, gasoline engine, components, supporting equipment of starting engine of diesel engine and gasoline engine, agricultural equipments etc. Up to 30 Jun. 2012, the total assets of the Company stood at RMB 1,468,042.30 and the net assets at RMB 1,328,547.56. And for Jan.-Jun. 2012, the Company achieved sales income of RMB 2,201,907.41 and net profit of RMB 59,656.24. 4. With a registered capital of RMB 37,254,000 and the Company holding 33% of its equity interests, Changzhou Fuji Changchai Robin Gasoline Engine Co., Ltd. is mainly engaged in production and manufacture of gasoline engines. Up to 30 Jun. 2012, the total assets of the Company stood at RMB 82,410,900 and the net assets at RMB 56,312,500. And for Jan.-Jun. 2012, the Company achieved sales income of RMB 93,166,000 and net profit of RMB 162,200. All risk factors that might have adverse impact on the Company’s effort to realize its future development strategy and business goals: Weaker domestic and foreign demand, fiercer market competition, growing labor cost and other factors would affect the Company’s profit index in the future to some degree. The Company will try to maintain its market share in terms of the sales volume through adjusting the product and market structures, as well as developing new products. In face of the homogenization competition in the single-cylinder diesel engine market, the Company will give full play to its advantages regarding brand and quality, carry out the product brightening project and the excellent product project, take a path of differentiation and solidify and expand its market share. As for the multi-cylinder diesel engine market, the Company will focus on pushing forward mass production of new products such as EV80, 3M78 and 4G33, improving quality and expanding sales. Meanwhile, the Company will enhance management, specify appraisal, continue to reduce costs and overcome difficulties so as to improve its business performance. 1. Main business lines and their operating results (1)Main business lines classified by industries and products Unit: RMB Yuan Increase/decrease Increase/decrease Increase/decrease of operating of gross profit of operating cost Industries/product Operating Gross profit rate revenue rate compared Operating cost compared with s revenue (%) compared with with the same the same period the same period period last year last year (%) last year (%) (%) Industries Diesel engines 1,567,714,421.37 1,443,552,908.36 7.92 -7.09 -7.19 0.09 and fittings Products Diesel engines 1,567,714,421.37 1,443,552,908.36 7.92 -7.09 -7.19 0.09 14 and fittings Explanation to the main business performances classified by industries and products: Explanation to the reasons for any significant year-on-year change of the gross profit rate: (2)Main business lines classified by regions Unit: RMB Yuan Increase/decrease compared with the same Region Operating revenue period last year (%) East China 778,764,744.57 -2.18 Northeast China 82,503,124.63 7.19 Southwest China 158,542,506.44 8.33 Central China 176,067,223.19 -20.46 North China 89,884,109.80 -14.46 Northwest China 72,965,341.01 30.40 South China 119,240,235.58 -21.04 Export 89,747,136.15 -33.28 (3)Reasons for significant changes in main business and its structure □Applicable √Inapplicable (4)Reasons for significant changes in profitability of main business (gross profit rate) compared with that in the last year □Applicable √Inapplicable (5)Analysis on reasons of significant changes in profit breakdown compared with the last year □Applicable √Inapplicable 2. Internal control rules in relation to fair value measurement √Applicable □Inapplicable Items related to fair value measurement: Unit: RMB Yuan Gains/losses on Accumulative fair Impairment Item Opening amount Closing amount fair value value changes provisions for 15 changes in the recorded into equity the reporting reporting period period Financial assets Including: 1. Financial assets measured at fair value whose changes are recorded into current gains and losses Of which: derivative financial assets 2. Available-for-sale financial 420,057,000.00 96,824,000.00 516,881,000.00 assets Subtotal of financial assets 420,057,000.00 96,824,000.00 516,881,000.00 Financial liabilities Investing property Production biological assets Others Total 420,057,000.00 96,824,000.00 516,881,000.00 Where the value estimation technique was adopted to determine fair value for the same or similar items within the two years, is there any significant difference between the value estimation results? If yes, please state in detail. □ Yes √ No 3. Foreign-currency financial assets and liabilities held √Applicable □Inapplicable Unit: RMB Yuan Gains/losses on fair Accumulative fair Impairment Item Opening amount value changes in the value changes provisions for the Closing amount reporting period recorded into equity reporting period Financial assets Including: 1. Financial assets measured at fair value whose changes are recorded into current gains and losses Of which: derivative financial assets 2. Loans and receivables 30,377,505.94 22,365,700.23 3. Available-for-sale 16 financial assets 4. Held-to-maturity investments Subtotal of financial assets 30,377,505.94 22,365,700.23 Financial liabilities (II)Investments 1. General utilization of the raised funds □Applicable √Inapplicable 2. Projects promised to be invested with raised funds □Applicable √Inapplicable 3. Change of projects invested with raised funds □Applicable √Inapplicable 4. Significant projects invested with non-raised funds √Applicable □Inapplicable Unit: RMB Ten thousand Disclosure Amount for the Project name date of the first Project progress Project earnings project announcement The project has been Controlled subsidiary Changzhou reviewed and approved by Changchai Benniu Diesel Engine the board. And formalities 6 Jun. 2012 5000 Fittings Co., Ltd. capital increase for the change of business project registration are currently being handled. Total 5000 -- -- Notes to significant projects invested with non-raised funds As reviewed and approved at the First Shareholders’ General Meeting for 2012 of Changzhou Changchai Benniu Diesel Engine Fittings Co., Ltd. (hereinafter referred to as “Changchai Benniu”) on 31 May 2012, it was decided that shareholders of Changchai Benniu should increase cash of RMB 66,666,700 according to their shareholding ratios. To be specific, the Company should increase a capital of RMB 50 million according to its shareholding ratio while Mr. Qiang Jinlong, the other natural shareholder of Changchai Benniu, should increase a capital of RMB 16,666,700 according to his shareholding ratio. The Company held a special board session by way of telecommunication on 5 Jun. 2012, at which the Company was agreed to increase capital of RMB 50 million to Changchai Benniu and the Company’s chairman was authorized to the relevant capital increase and share expansion agreement with Changchai Benniu. On 21 Jun. 2012, the Company and Changchai Benniu officially signed the capital increase and share expansion agreement. 17 Currently, the formalities for the change of business registration are being handled. (III)Revision of the Board of Directors’ business plan for the second half of the year □Applicable √Inapplicable (IV)Business performance estimate for Jan.-Sept. 2012 Warnings of estimated possible losses or major changes of the accumulative net profit achieved during the period from the beginning of the year to the end of the next reporting period compared with the same period of last year, as well as the reasons √Applicable □Inapplicable (V)Explanation of the Board of Directors on “Non-standard Auditing Report” issued by the CPA firm for the reporting period □Applicable √Inapplicable (VI)Explanation of the Board of Directors on changes and solutions of the issues involved in the “Non-standard Auditing Report” issued by the CPA firm for last year □Applicable √Inapplicable (VII)State the discussion results of the Board of Directors on the reasons and influence of the Company’s accounting policy and estimate alterations or significant accounting error correction □Applicable √Inapplicable (VIII)Formulation and execution of the Company’s cash dividend policy According to the requirements of the Notice on Further Implementing Matters Related to Cash Dividend Distribution of Listed Companies (Zheng-Jian-Fa [2012] No. 37) issued by CSRC and the Notice on Further Implementing Rules Related to Cash Dividend Distribution of Listed Companies (Su-Zheng-Jian-Gong-Si-Zi [2012] No. 276) issued by CSRC Jiangsu Bureau, the Company convened a special board session on 6 Aug. 2012 to review the proposal on amending some articles in the Company’s Articles of Association, which was later reviewed and approved at the First Special Shareholders’ General Meeting for 2012 held on 22 Aug. 2012. The new dividend-related articles in the amendment proposal are in line with relevant laws and regulations, explicitly specifying dividend standards, conditions and ratios, as well as the relevant decision-making procedure. The Company will strictly execute the said regulations and rules. The amendment proposal was disclosed on Securities Times, Ta Kung Pao and http://www.cninfo.com.cn dated 7 Aug. 2012. 18 (IX)Pre-plan for profit distribution or turning capital reserve into share capital □Applicable √Inapplicable (X)The accumulative retained profit as at the end of 2011 is a positive number but the Company has not put forward a cash dividend pre-plan. □Applicable √Inapplicable (XI)Formulation and execution of the information insider registration and management rules According to requirements of Shenzhen Stock Exchange, CSRC Jiangsu Bureau and other regulatory authorities, the Company has formulated the Management Rules for Information Insiders and the Management Rules for External Users of Information. And the Company has strictly followed the said rules in its management over information insiders. For the reporting period, no insider took advantage of the insider information and traded the Company’s shares before significant and sensitive information that would affect the Company’s share price was disclosed, and thus received punishments or rectification requirements from regulatory authorities. Does the Company investigate to find information insiders trading the Company’s stock and its derivatives and pursue those responsible? □ Yes √ No Have regulatory authorities impose any regulatory measure or administrative punishment on the Company and relevant personnel due to the execution of the information insider registration and management rules or their involvement in insider dealings? □ Yes √ No (XII)Other matters that need to be disclosed □Applicable √Inapplicable ( XIII ) The Company’s liabilities, credit changes and future cash arrangements for debt-clearing (Only listed companies with convertible corporate bonds are required to fill the table below.) □Applicable √Inapplicable 19 VII. Significant Events (I)Corporate governance In the reporting period, the Company was strictly in line with laws, statutes such as Company Law, Securities Laws, Code of Corporate Governance of Listed Companies, Guide Opinion on Establishment of Independent Director System by Listed Companies and Guidelines on Internal Controls of Listed Companies and so on, continuously perfected corporate governance, established and accomplished internal management and control system, consistently and deeply put forward corporate governance activities, so as to further normalized operation of the Company, raising corporate governance level, laying a guard for steady and healthy development of the Company, protect legal rights and interests of the Company and all shareholders. During the reporting period, in order to implement the Basic Norms for Internal Control of Enterprises and its mating guidelines, and according to the Notice on Doing a Good Job in the Implementation of Internal Control Norms by Listed Companies in Jiangsu (Su-Zheng-Jian-Zi [2012] No. 101) issued by CSRC Jiangsu Bureau, the Board of Directors of the Company has reviewed and approved the work plan for the implementation of internal control norms on 29 Mar. 2012. Currently, various internal control improvements are proceeding in an orderly manner according to the said work plan. (II)Execution of the plans for profit distribution, turning capital reserve into share capital or new share issuance which had been made in the previous period and were carried out in the reporting period √Applicable □Inapplicable As reviewed and approved at the 11th Session of the 6th Board of Directors and later at the 2011 Annual Shareholders’ General Meeting, the Company decided to, based on the total 561,374,326 shares as at 31 Dec. 2011, distribute a cash dividend of RMB 0.20 (tax included) to all shareholders for every 10 shares they held. The Company disclosed the 2011 annual dividend distribution announcement on 5 Jun. 2012. And the 2011 annual profit distribution plan has been executed. 20 (III) Significant litigations and arbitrations √Applicable □Inapplicable Basic Amount involved Trial result and Execution of the Disclosure date Type of the information in the Progress of the Serial No. of the Party with joint influence of the judge of the of the relevant Complainant Respondent lawsuit/arbitratio about the lawsuit/arbitratio lawsuit/arbitratio relevant interim responsibility lawsuit/arbitratio lawsuit/arbitratio interim n lawsuit/arbitratio n (RMB Ten n announcement n n announcement n thousand) Changchai In the process of Shandong Hongli Company, 1436 liquidation and Group Co., Ltd. Limited bankruptcy Changzhou Changchai Changchai In the process of 31 Dec. 2011, 13 2011-015 Company, Benniu Diesel retrial, with no Apr. 2012, 5 2012-003 Limited Engine Fittings judge yet May 2012 2012-008 Co., Ltd Details of the significant lawsuits and arbitrations: 1. 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 bankruptcy procedure. 2. Changchai Benniu Diesel Engine Fittings Co., Ltd. (Changchai Benniu) is the controlled subsidiary of the Company with a register capital of RMB 33,786,400, of which the Company invested RMB 25,339,800, accounting for 75% of the total register capital, while the natural person of Qiang Jinlong invested RMB 8,446,600, accounting for 25% of the total register capital. In accordance with the provisions of Articles of Association of the Company, the term of operation of Changchai Benniu Diesel Engine Fittings Co., Ltd. was from 17 Jun. 1996 to 16 Jun. 2011. Changchai Benniu Diesel Engine Fittings Co., Ltd. convened the First Special Shareholders’ General Meeting for 2011 on 19 Jul. 2011, at which reviewed the Proposal on Extending the Term of Operation and Revising the Articles of Association for Changchai Benniu Diesel Engine Fittings Co., Ltd., making a Resolution on Extending the Term of Operation from 17 Jun. 2011 to 16 Jun. 2026 for Changchai Benniu Diesel Engine Fittings Co., Ltd.. The Company believes that the resolution is effective, which has a restraint on the shareholders. However, the third party of Qiang Jinlong always denies the effectiveness of the resolution made at the session. Therefore, the Company 21 sued to Changzhou Wujin District People’s Court on 28 Dec. 2011, appealing the court to confirm the effectiveness and legality of the resolution made at the First Special Shareholders’ General Meeting for 2011, extending the term of operation to 16 Jun. 2026 for Changchai Benniu Diesel Engine Fittings Co., Ltd.. On 9 Apr. 2012, Changzhou Wujin District People’s Court issued a Civil Judgment ([2012] WSC Zi No. 25), deciding that it was in line with relevant laws and regulation for the appeal of the Company on confirming the effectiveness and legality of the resolution made at the First Special Shareholders’ General Meeting for 2011 convened by Changchai Benniu Diesel Engine Fittings Co., Ltd. on 19 Jul. 2011, thus the court supported it. And it was legal and effective for the resolution made at the shareholders’ general meeting, which was about “the original Article 4 of the Articles of Association stipulated the term of joint operation with shareholders was from 17 Jun. 1996 to 16 Jun. 2011, and now extending the term for 15 years, i.e. from 17 Jun. 2011 to 16 Jun. 2026”. Changzhou Wujin Administration for Industry & Commerce issued the Business License for Enterprise of Changchai Benniu Diesel Engine Fittings Co., Ltd. on 20 Apr. 2012, with the term of operation from 17 Jun. 1996 to 16 Jun. 2026. Qiang Jinlong refused to accept the court decision as final. He appealed to Changzhou Intermediary People’s Court, which opened a court session on 27 Jun. 2012 to try this case. No verdict has been reached so far. 22 (IV) Bankruptcy or reorganization events □Applicable √Inapplicable (V) Holding equity of other listed companies and joint financial enterprises 1. Securities investment √Applicable □Inapplicable Proportion in Initial Number of Closing the total Gain/loss in Serial Variety of Code of Abbr. of investment shares held at carrying closing the reporting No. securities securities securities amount the amount securities period (RMB (RMB Yuan) period-end (RMB Yuan) investment Yuan) amount (%) Other securities investments held at the period-end 0 -- 0 0 0 Gain/loss on selling securities in the reporting period -- -- -- -- 230,463.19 Total 0 -- 0 100% 230,463.19 Disclosure date of the board announcement of securities investment approval Disclosure date of the general meeting announcement of securities investment approval Notes to securities investment: Securities investment gains during the reporting period came from the new shares subscribed by Changzhou Housheng Investment Co., Ltd., the Company’s wholly-funded subsidiary. 2. Holding equity of other listed companies √Applicable □Inapplicable Proportion in Change of Initial Gain/loss in the Closing carrying owners’ equity investment the reporting Accounting Stock code Stock abbr. company’s amount (RMB during the Stock source amount (RMB period (RMB title total equity Yuan) reporting period Yuan) Yuan) (%) (RMB Yuan) By Financial exchanging assets assets with 600166 Foton Motor 41,782,175.00 3.42% 516,587,500.00 0.00 82,292,750.00 available for Changchai sale Group in 1999 23 Financial Ninghu assets By transfer 600377 90,500.00 293,500.00 0.00 7,650.00 Expressway available for on agreement sale Total 41,872,675.00 -- 516,881,000.00 0.00 82,300,400.00 -- -- Notes to holding equity of other listed companies: The Company holds 72.25 million shares of Foton Motor and 50,000 shares of Ninghu Expressway. 3. Holding equity of non-listed financial enterprises √Applicable □Inapplicable Change of Proportion in Name of the Initial Closing Gain/loss in owners’ the non-listed investment Number of carrying the reporting equity during Accounting company’s Stock source financial amount shares held amount (RMB period (RMB the reporting title total equity enterprise (RMB Yuan) Yuan) Yuan) period (RMB (%) Yuan) Long-term Sponsor’s Jiangsu Bank 38,000,000.00 38,000,000 0.48% 38,000,000.00 0 0 equity shares investment Total 38,000,000.00 38,000,000 -- 38,000,000.00 0 0 -- -- Notes to holding equity of non-listed financial enterprises: The Company holds 38 million shares of Jiangsu Bank. 4. Trading stocks of other listed companies √Applicable □Inapplicable Number of shares Opening number of Closing number of Used capital (RMB Investment income Stock name bought in/sold out in shares shares Yuan) (RMB Yuan) the reporting period New share 0 0 230,463.19 subscription The Company sold new shares obtained through subscription and thus gained a total investment income of RMB 230,463.19 during the reporting period. Notes to trading stocks of other listed companies: (VI) Assets transaction events 1. Purchase of assets □Applicable √Inapplicable 24 2. Sale of assets □Applicable √Inapplicable 3. Exchange of assets □Applicable √Inapplicable 4. Business combination □Applicable √Inapplicable 5. Progress of these events after the publication of the assets reorganization report or public notices on the purchases or sales of assets, as well as the influences of these events on the operation results and financial status of the Company in this reporting period □Applicable √Inapplicable (VII) Explanation on shareholding increase scheme during the reporting period proposed or implemented by the principal shareholders and act-in-concert persons □Applicable √Inapplicable (VIII) Implementation situation and influence of equity incentive plan of the Company □Applicable √Inapplicable (IX) Significant related-party transactions 1. Related-party transactions relevant to routine operation □Applicable √Inapplicable 2. Related-party transactions regarding purchase and sales of assets □Applicable √Inapplicable 3. Significant related-party transitions with joint investments □Applicable √Inapplicable 4. Significant credits and liabilities with related parties □Applicable √Inapplicable Capital occupation during the reporting period and debt-clearing progress □Applicable √Inapplicable The accountability plan put forward by the Board of Directors when the Company had not completed collecting 25 the capital occupied for non-operating purposes by the end of the reporting period □Applicable √Inapplicable 5. Other significant related-party transactions (X) Significant contracts and execution 1. The trust, contract and lease whose profits reaching more than 10% (including 10%) of the total profits of the Company in the reporting period (1) Status of trust □Applicable √Inapplicable (2)Particulars about contracting □Applicable √Inapplicable (3)Particulars about leasing □Applicable √Inapplicable 2. Guarantees provided by the Company √ Applicable □ Inapplicable Unit: RMB Ten thousand Guarantees provided by the Company for external parties (excluding those for subsidiaries) Disclosure Guarante Actual date of Actual e for a Amount for occurrence date Type of Period of Executed Guaranteed party relevant guarantee related guarantee (date of guarantee guarantee or not announceme amount party or agreement) nt not Total external guarantee line Total actual occurred amount approved during the reporting 0 of external guarantee during 0 period (A1) the reporting period (A2) Total external guarantee line that Total actual external guarantee has been approved at the end of the 0 balance at the end of the 0 reporting period (A3) reporting period (A4) Guarantees provided by the Company for its subsidiaries Disclosure Guarante date of Actual occurrence e for a Amount for Actual guarantee Type of Period of Executed Guaranteed party relevant date (date of related guarantee amount guarantee guarantee or not announceme agreement) party or nt not 26 Changzhou Changchai Benniu 2200 22 Mar. 2011 2200 Credit One year Yes No Diesel Engine Fittings Co., Ltd Total guarantee line approved for Total actual occurred amount the subsidiaries during the of guarantee for the 0 0 reporting period subsidiaries during the (B1) reporting period (B2) Total guarantee line that has been Total actual guarantee balance approved for the subsidiaries at the 0 for the subsidiaries at the end 0 end of the reporting period (B3) of the reporting period (B4) Total guarantee amount provided by the Company (total of the above-mentioned two kinds of guarantees) Total guarantee line approved Total actual occurred amount during the reporting period 0 of guarantee during the 0 (A1+B1) reporting period (A2+B2) Total guarantee line that has been Total actual guarantee balance approved at the end of the reporting 0 at the end of the reporting 0 period period (A4+B4) (A3+B3) Proportion of total guarantee amount (A4+B4) to the net assets of 0 the Company Of which: Amount of guarantee for shareholders, actual controller and 0 related parties (C) Amount of debt guarantee provided for the guaranteed party whose asset-liability ratio is not less than 70% directly or 0 indirectly (D) Part of the amount of the total guarantee over 50% of net assets 0 (E) Total amount of the above three guarantees (C+D+E) 0 Explanation on possible bearing joint responsibility of liquidation Naught due to immature guarantee Explanation on provision of guarantees for external parties in Naught violation of the prescribed procedure 3. Entrusted financial management □Applicable √Inapplicable 27 4. Performance of significant contracts relevant to routine operation □Applicable √Inapplicable 5. Other significant contracts □Applicable √Inapplicable (XI) Explanation on issuing corporate bonds □Applicable √Inapplicable (XII) Performance of commitments 1. Commitments made by the Company or shareholders holding over 5% of the Company’s shares in the reporting period, or such commitments carried down into the reporting period □Applicable √Inapplicable 2. The Company’s assets or projects exist profitable prediction and the reporting period is in such prediction period, it states the profits from the assets or projects reaching original prediction and relevant reasons □Applicable √Inapplicable (XIII) Items of other comprehensive income Unit: RMB Yuan Items This reporting period Same period of last year 1. Profits/(losses) from available-for-sale financial assets 96,824,000.00 -250,046,500.00 Less: Effects on income tax generating from available-for-sale 14,523,600.00 -37,506,975.00 financial assets Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period Subtotal 82,300,400.00 -212,539,525.00 2. Interests in the investee entities’ other comprehensive income as per equity method Less: Effects on income tax generating from the interests in the investee entities’ other comprehensive income as per equity method Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period Subtotal 3. Profits/(losses) from cash flow hedging instrument Less: Effects on income tax generating from cash flow hedging instrument 28 Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period The adjustment value that is the converted initial recognition amount of arbitrage project Subtotal 4. Converted amount of foreign currency financial statements -1,481.92 Less: Net value of disposal of oversea operations that recognized into current profit and loss Subtotal -1,481.92 5. Other Less: Effects on income tax generating from the others that included into other comprehensive income Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period Subtotal Total 82,298,918.08 -212,539,525.00 (XIV) Particulars about researches, visits and interviews received in this reporting period Main discussion and Type of the Time of reception Place of reception Way of reception Visitor/caller materials provided by the visitor/caller Company Main operation status of 23 Feb. 2012 The Company By phone Individual Investor the Company Main operation status of 18 Apr. 2012 The Company By phone Individual Investor the Company Main operation status of 24 May 2012 The Company By phone Individual Investor the Company (XV) Particulars about engagement and disengagement of CPAs firm Has this interim report been audited? □ Yes √ No Has the CPAs firm been changed? □ Yes √ No (XVI) Particulars about punishment and rectification order received by the Company, its directors, supervisors, senior executives, shareholders, actual 29 controller and acquirer □Applicable √Inapplicable (XVII) Explanation on other significant events □Applicable √Inapplicable (XVIII) Particulars about significant changes in the profitability, asset status and credit status of the Company’s convertible bonds guarantor □Applicable √Inapplicable (XIX) Index for information disclosure Newspapers for disclosing Internet website for disclosing Event information and relevant Publishing date information and the searching page approach Securities Times D20; Ta Announcement on Performance Forecast 17 Jan. 2012 http://www.cninfo.com.cn Kung Pao B8 Announcement on Resolutions of the 10th Session of the 6th Board of Directors, Work Securities Times D17; Ta 30 Mar. 2012 http://www.cninfo.com.cn Plan for the Implementation of Internal Kung Pao B19 Control Norms Announcement on Lawsuit or Arbitration Securities Times D25; Ta 13 Apr. 2012 http://www.cninfo.com.cn Progress Kung Pao B6 Abstract of the 2011 Annual Report, Report for the First Quarter of 2012, Announcement on Resolutions of the 11th Session of the 6th Board of Directors, Securities Times D28; Ta 26 Apr. 2012 http://www.cninfo.com.cn Notice on Convening the 2011 Annual Kung Pao B12 Shareholders’ General Meeting, Announcement on Resolutions of the 8th Session of the 6th Supervisory Committee Announcement on Correction of the Report Securities Times B64; Ta 28 Apr. 2012 http://www.cninfo.com.cn for the First Quarter of 2012 Kung Pao B7 Announcement on Lawsuit or Arbitration Securities Times B4; Ta 5 May 2012 http://www.cninfo.com.cn Progress Kung Pao A14 Announcement on Resolutions of the 2011 Securities Times D12; Ta 24 May 2012 http://www.cninfo.com.cn Annual Shareholders’ General Meeting Kung Pao B3 Announcement on the 2011 Annual Securities Times D12; Ta 5 Jun. 2012 http://www.cninfo.com.cn Dividend Distribution Kung Pao B5 Announcement on Resolutions of the Securities Times D25; Ta 6 Jun. 2012 http://www.cninfo.com.cn 30 Special Board Session, Announcement on Kung Pao B10 Increasing Capital to the Controlled Subsidiary Changzhou Changchai Benniu Diesel Engine Fittings Co., Ltd. Announcement on Progress of the Capital Increase to the Controlled Subsidiary Securities Times D33; Ta 26 Jun. 2012 http://www.cninfo.com.cn Changzhou Changchai Benniu Diesel Kung Pao B2 Engine Fittings Co., Ltd. VIII. Financial Report (I) Auditor’s report Has this interim report been audited? □ Yes √ No (II) Financial statements Consolidated statements or not? √Yes □No The monetary unit in the financial statements of the financial report is RMB Yuan if not specified otherwise. Monetary unit of notes to financial statements: RMB Yuan 1. Consolidated balance sheet Prepared by Changchai Company, Limited Unit: RMB Yuan Item Note Closing balance Opening balance Current Assets: Monetary funds 663,396,846.56 553,742,666.81 Settlement reserves Intra-group lendings Transactional financial assets Notes receivable 143,007,349.44 181,698,938.60 Accounts receivable 442,072,620.04 360,837,278.55 Accounts paid in advance 34,954,124.65 42,882,876.51 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable 31 Dividend receivable Other accounts receivable 22,089,519.44 11,062,647.69 Financial assets purchased under agreements to resell Inventories 387,468,266.85 471,067,741.38 Non-current assets due within 1 year Other current assets 85,122.78 Total current assets 1,693,073,849.76 1,621,292,149.54 Non-current assets: Loans by mandate and advances granted Available-for-sale financial assets 516,881,000.00 420,057,000.00 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 63,816,940.34 63,763,414.34 Investing property 65,010,222.83 66,114,393.23 Fixed assets 522,424,284.76 428,903,574.63 Construction in progress 134,606,017.26 180,718,077.33 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 87,195,345.14 88,327,078.34 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 912,707.32 912,707.32 Other non-current assets Total of non-current assets 1,390,846,517.65 1,248,796,245.19 Total assets 3,083,920,367.41 2,870,088,394.73 Current liabilities: Short-term borrowings 40,000,000.00 37,000,000.00 Borrowings from Central Bank Customer bank deposits and due 32 to banks and other financial institutions Intra-group borrowings Transactional financial liabilities Notes payable 314,773,964.00 278,080,000.00 Accounts payable 564,104,205.56 495,048,237.44 Accounts received in advance 68,616,602.09 64,357,833.51 Financial assets sold for repurchase Handling charges and commissions payable Employee’s compensation payable 17,119,284.05 45,290,276.02 Tax payable -42,955,039.99 -61,296,208.84 Interest payable Dividend payable 7,261,388.55 3,891,433.83 Other accounts payable 139,653,791.36 128,410,363.38 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Non-current liabilities due within 1 year 30,000,000.00 Other current liabilities 778,963.63 1,203,137.39 Total current liabilities 1,109,353,159.25 1,021,985,072.73 Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities 71,250,975.00 56,727,375.00 Other non-current liabilities 34,564,420.07 34,962,420.07 Total non-current liabilities 105,815,395.07 91,689,795.07 33 Total liabilities 1,215,168,554.32 1,113,674,867.80 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 561,374,326.00 561,374,326.00 Capital reserves 577,120,648.76 494,820,248.76 Less: Treasury stock Specific reserves Surplus reserves 277,156,622.37 277,156,622.37 Provisions for general risks Retained profits 439,170,749.05 409,368,310.58 Foreign exchange difference -1,481.92 -17,840.00 Total equity attributable to owners of the Company 1,854,820,864.26 1,742,701,667.71 Minority interests 13,930,948.83 13,711,859.22 Total owners’ (or shareholders’) equity 1,868,751,813.09 1,756,413,526.93 Total liabilities and owners’ (or shareholders’) equity 3,083,920,367.41 2,870,088,394.73 Legal representative: Xue Guojun Person-in-charge of the accounting work: He Jianguang Chief of the accounting division: Jiang He 2. Balance sheet of the Company Unit: RMB Yuan Item Note Closing balance Opening balance Current Assets: Monetary funds 584,191,639.04 523,688,773.83 Transactional financial assets Notes receivable 143,007,349.44 176,278,938.60 Accounts receivable 410,420,932.45 325,793,527.31 Accounts paid in advance 14,525,843.56 20,811,380.78 Interest receivable Dividend receivable Other accounts receivable 58,673,840.23 9,201,636.94 Inventories 315,955,142.47 401,674,909.70 34 Non-current assets due within 1 year Other current assets Total current assets 1,526,774,747.19 1,457,449,167.16 Non-current assets: Available-for-sale financial assets 516,881,000.00 420,057,000.00 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 134,235,180.34 134,181,654.34 Investing property 65,010,222.83 66,114,393.23 Fixed assets 471,859,068.77 376,208,390.40 Construction in progress 90,513,447.34 161,315,910.30 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 85,054,308.80 86,157,776.66 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 912,707.32 912,707.32 Other non-current assets Total of non-current assets 1,364,465,935.40 1,244,947,832.25 Total assets 2,891,240,682.59 2,702,396,999.41 Current liabilities: Short-term borrowings Transactional financial liabilities Notes payable 307,773,964.00 271,080,000.00 Accounts payable 496,167,927.82 441,996,929.38 Accounts received in advance 65,905,321.41 64,183,951.63 Employee’s compensation payable 13,149,616.46 40,157,951.71 Tax payable -36,072,237.55 -56,938,401.59 Interest payable Dividend payable 6,613,134.69 3,243,179.97 35 Other accounts payable 130,674,958.75 125,268,578.76 Non-current liabilities due within 1 year 30,000,000.00 Other current liabilities Total current liabilities 984,212,685.58 918,992,189.86 Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities 71,250,975.00 56,727,375.00 Other non-current liabilities 34,564,420.07 34,962,420.07 Total non-current liabilities 105,815,395.07 91,689,795.07 Total liabilities 1,090,028,080.65 1,010,681,984.93 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 561,374,326.00 561,374,326.00 Capital reserves 586,799,834.95 504,499,434.95 Less: Treasury stock Specific reserves Surplus reserves 277,156,622.37 277,156,622.37 Retained profits 375,881,818.62 348,684,631.16 Foreign exchange difference Total owners’ (or shareholders’) equity 1,801,212,601.94 1,691,715,014.48 Total liabilities and owners’ (or shareholders’) equity 2,891,240,682.59 2,702,396,999.41 3. Consolidated income statement Unit: RMB Yuan Item Note Jan.-Jun. 2012 Jan.-Jun. 2011 I. Total operating revenues 1,599,480,212.75 1,702,548,109.24 Including: Sales income 1,599,480,212.75 1,702,548,109.24 Interest income 36 Premium income Handling charge and commission income II. Total operating cost 1,577,236,465.99 1,671,832,162.82 Including: Cost of sales 1,472,951,393.72 1,563,753,985.22 Interest expenses Handling charge and commission expenses Surrenders Net claims paid Net amount withdrawn for the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate charges 161,974.43 313,245.25 Selling and distribution expenses 58,416,299.71 53,181,896.91 Administrative expenses 48,141,907.24 59,829,955.18 Financial expenses -6,657,859.42 -5,675,460.45 Asset impairment loss 4,222,750.31 428,540.71 Add: Gain/(loss) from change in fair value (“-” means loss) -66,665.37 Gain/(loss) from investment (“-” means loss) 8,953,989.19 10,282,311.20 Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 31,197,735.95 40,931,592.25 Add: non-operating income 7,109,940.84 9,002,588.33 Less: non-operating expense 2,779,218.80 2,376,030.59 Including: loss from non-current 601,158.15 679.50 asset disposal IV. Total profit (“-” means loss) 35,528,457.99 47,558,149.99 Less: Income tax expense 5,506,929.91 9,631,166.60 37 V. Net profit (“-” means loss) 30,021,528.08 37,926,983.39 Including: Net profit achieved by combined parties before the combinations Attributable to owners of the Company 29,802,438.47 37,156,614.70 Minority shareholders’ income 219,089.61 770,368.69 VI. Earnings per share -- -- (I) Basic earnings per share 0.05 0.07 (II) Diluted earnings per share 0.05 0.07 Ⅶ. Other comprehensive incomes 82,298,918.08 -212,539,525.00 Ⅷ. Total comprehensive incomes 112,320,446.16 -174,612,541.61 Attributable to owners of the 112,101,356.55 -175,382,910.30 Company Attributable to minority 770,368.69 shareholders 219,089.61 Legal representative: Xue Guojun Person-in-charge of the accounting work: He Jianguang Chief of the accounting division: Jiang He 4. Income statement of the Company Unit: RMB Yuan Item Note Jan.-Jun. 2012 Jan.-Jun. 2011 I. Total sales 1,607,060,158.74 1,698,786,025.65 Less: cost of sales 1,496,934,202.57 1,576,529,249.38 Business taxes and surcharges Distribution expenses 54,949,176.66 50,057,012.94 Administrative expenses 41,350,985.75 51,705,886.62 Financial costs -8,156,193.81 -6,084,501.00 Impairment loss 2,873,555.97 305,531.70 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” means loss) 8,723,526.00 10,115,000.00 Including: income form investment on associates and joint ventures 38 II. Business profit (“-” means loss) 27,831,957.60 36,387,846.01 Add: non-business income 6,872,462.11 8,834,166.57 Less: non-business expense 2,749,218.80 2,360,206.85 Including: loss from non-current asset disposal III. Total profit (“-” means loss) 31,955,200.91 42,861,805.73 Less: income tax expense 4,758,013.45 8,205,050.82 IV. Net profit (“-” means loss) 27,197,187.46 34,656,754.91 V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other comprehensive income 82,298,918.08 -212,539,525.00 VII. Total comprehensive income 109,496,105.54 -177,882,770.09 5. Consolidated cash flow statement Unit: RMB Yuan Item Jan.-Jun. 2012 Jan.-Jun. 2011 I. Cash flows from operating activities: Cash received from sale of commodities and rendering of service 1,748,751,589.44 1,742,112,976.28 Net increase of deposits from customers and dues from banks Net increase of loans from the central bank Net increase of funds borrowed from other financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business Net increase of deposits of policy holders and investment fund Net increase of disposal of tradable financial assets Cash received from interest, handling charges and commissions 39 Net increase of intra-group borrowings Net increase of funds in repurchase business Tax refunds received 26,359,104.71 24,805,590.94 Other cash received relating to operating activities 16,512,408.28 15,950,302.31 Subtotal of cash inflows from operating activities 1,791,623,102.43 1,782,868,869.53 Cash paid for goods and services 1,380,761,003.27 1,605,540,702.84 Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from banks Cash for paying claims of the original insurance contracts Cash for paying interest, handling charges and commissions Cash for paying policy dividends Cash paid to and for employees 153,967,006.79 146,277,793.39 Various taxes paid 9,539,003.49 34,717,093.95 Other cash payment relating to operating activities 39,486,930.25 44,985,280.87 Subtotal of cash outflows from operating activities 1,583,753,943.80 1,831,520,871.05 Net cash flows from operating activities 207,869,158.63 -48,652,001.52 II. Cash flows from investing activities: Cash received from withdrawal of investments 15,486,490.34 232,202.20 Cash received from return on investments 8,900,463.19 10,312,803.27 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 2,964,690.64 20,297,786.84 Net cash received from disposal of subsidiaries or other business units Other cash received relating to 52,189.02 40 investing activities Subtotal of cash inflows from investing activities 27,351,644.17 30,894,981.33 Cash paid to acquire fixed assets, intangible assets and other long-term assets 83,862,517.79 66,890,197.14 Cash paid for investment 15,119,437.12 663,948.24 Net increase of pledged loans Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities 10,000,000.00 Subtotal of cash outflows from investing activities 108,981,954.91 67,554,145.38 Net cash flows from investing activities -81,630,310.74 -36,659,164.05 III. Cash Flows from Financing Activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from borrowings 33,000,000.00 43,500,000.00 Cash received from issuance of bonds Other cash received relating to financing activities 0.00 Subtotal of cash inflows from financing activities 33,000,000.00 43,500,000.00 Repayment of borrowings 60,000,000.00 32,000,000.00 Cash paid for interest expenses and distribution of dividends or profit 10,463,297.14 2,608,302.74 Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to financing activities Sub-total of cash outflows from financing activities 70,463,297.14 34,608,302.74 41 Net cash flows from financing activities -37,463,297.14 8,891,697.26 IV. Effect of foreign exchange rate changes on cash and cash equivalents -1,481.92 V. Net increase in cash and cash equivalents 88,774,068.83 -76,419,468.31 Add: Opening balance of cash and cash equivalents 470,293,043.20 763,106,649.01 VI. Closing balance of cash and cash equivalents 559,067,112.03 686,687,180.70 6. Cash flow statement of the Company Unit: RMB Yuan Item Jan.-Jun. 2012 Jan.-Jun. 2011 I. Cash flows from operating activities: Cash received from sale of commodities and rendering of service 1,731,463,226.76 1,739,971,070.13 Tax refunds received 25,094,793.80 24,805,590.94 Other cash received relating to operating activities 15,664,736.12 14,233,689.48 Subtotal of cash inflows from operating activities 1,772,222,756.68 1,779,010,350.55 Cash paid for goods and services 1,409,751,006.75 1,632,168,132.83 Cash paid to and for employees 138,645,503.69 130,085,632.70 Various taxes paid 6,611,058.31 28,995,696.24 Other cash payment relating to operating activities 32,645,603.38 41,143,545.90 Subtotal of cash outflows from operating activities 1,587,653,172.13 1,832,393,007.67 Net cash flows from operating activities 184,569,584.55 -53,382,657.12 II. Cash flows from investing activities: Cash received from retraction of investments Cash received from return on investments 8,670,000.00 10,115,000.00 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 2,921,547.76 20,143,379.50 42 Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from investing activities 11,591,547.76 30,258,379.50 Cash paid to acquire fixed assets, intangible assets and other long-term assets 68,072,114.90 50,816,604.10 Cash paid for investment Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities 50,000,000.00 Subtotal of cash outflows from investing activities 118,072,114.90 50,816,604.10 Net cash flows from investing activities -106,480,567.14 -20,558,224.60 III. Cash Flows from Financing Activities: Cash received from capital contributions Cash received from borrowings Other cash received relating to financing activities Subtotal of cash inflows from financing activities Repayment of borrowings 30,000,000.00 Cash paid for interest expenses and distribution of dividends or profit 8,466,263.12 1,228,985.37 Other cash payments relating to financing activities Sub-total of cash outflows from financing activities 38,466,263.12 1,228,985.37 Net cash flows from financing activities -38,466,263.12 -1,228,985.37 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash equivalents 39,622,754.29 -75,169,867.09 43 Add: Opening balance of cash and cash equivalents 440,239,150.22 727,580,790.13 VI. Closing balance of cash and cash equivalents 479,861,904.51 652,410,923.04 7. Consolidated statement of changes in owners’ equity Reporting period Unit: RMB Yuan Reporting period Equity attributable to owners of the Company Paid-up Total Item Minority capital Less: General Capital Specific Surplus Retaine owners’ (or treasury risk Others interests reserve reserve reserve d profit equity share stock reserve capital) I. Balance at the end of the 561,374 494,820, 277,156 409,368, -17,840. 13,711,85 1,756,413, previous year ,326.00 248.76 ,622.37 310.58 00 9.22 526.93 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of 561,374 494,820, 277,156 409,368, -17,840. 13,711,85 1,756,413, the year ,326.00 248.76 ,622.37 310.58 00 9.22 526.93 III. Increase/ decrease of 82,300,4 29,802,4 16,358.0 219,089.6 112,338,28 amount in the year (“-” means 00.00 38.47 8 1 6.16 decrease) 29,802,4 219,089.6 30,021,528 (I) Net profit 38.47 1 .08 (II) Other comprehensive 82,300,4 16,358.0 82,316,758 incomes 00.00 8 .08 82,300,4 29,802,4 16,358.0 219,089.6 112,338,28 Subtotal of (I) and (II) 00.00 38.47 8 1 6.16 (III) Capital paid in and reduced by owners 1. Capital paid in by owners 2. Amounts of share-based 44 payments recognized in owners’ equity 3. Others (IV) Profit distribution 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) 4. Other (V) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other 561,374 577,120, 277,156 439,170, -1,481.9 13,930,94 1,868,751, IV. Closing balance ,326.00 648.76 ,622.37 749.05 2 8.83 813.09 Last year Unit: RMB Yuan Last year Equity attributable to owners of the Company Paid-up Total Item Minority capital Less: General Capital Specific Surplus Retaine owners’ (or treasury risk Others interests reserve reserve reserve d profit equity share stock reserve capital) 45 I. Balance at the end of the 561,374 883,601, 273,072 360,595, 12,294,22 2,090,938, previous year ,326.00 748.76 ,577.59 476.29 9.26 357.90 Add: retrospective adjustments due to business combinations under the same control Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of 561,374 883,601, 273,072 360,595, 12,294,22 2,090,938, the year ,326.00 748.76 ,577.59 476.29 9.26 357.90 III. Increase/ decrease of -388,78 4,084,0 48,772,8 -17,840. 1,417,629 -334,524,8 amount in the year (“-” means 1,500.00 44.78 34.29 00 .96 30.97 decrease) 52,856,8 1,417,629 54,274,509 (I) Net profit 79.07 .96 .03 (II) Other comprehensive -388,78 -17,840. -388,799,3 incomes 1,500.00 00 40.00 -388,78 52,856,8 -17,840. 1,417,629 -334,524,8 Subtotal of (I) and (II) 1,500.00 79.07 00 .96 30.97 (III) Capital paid in and reduced by owners 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’ equity 3. Others 4,084,0 -4,084,0 (IV) Profit distribution 44.78 44.78 1. Appropriations to 4,084,0 -4,084,0 surplus reserves 44.78 44.78 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) 4. Other 46 (V) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other 561,374 494,820, 277,156 409,368, -17,840. 13,711,85 1,756,413, IV. Closing balance ,326.00 248.76 ,622.37 310.58 00 9.22 526.93 8. Statement of changes in owners’ equity of the Company Reporting period Unit: RMB Yuan Reporting period Paid-up Less: General Total Item capital (or Capital Specific Surplus Retained treasury risk owners’ share reserve reserve reserve profit stock reserve equity capital) I. Balance at the end of the 561,374,32 504,499,43 277,156,62 348,684,63 1,691,715, previous year 6.00 4.95 2.37 1.16 014.48 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of 561,374,32 504,499,43 277,156,62 348,684,63 1,691,715, the year 6.00 4.95 2.37 1.16 014.48 III. Increase/ decrease of amount 82,300,400 27,197,187 109,497,58 in the year (“-” means decrease) .00 .46 7.46 47 27,197,187 27,197,187 (I) Net profit .46 .46 (II) Other comprehensive 82,300,400 82,300,400 incomes .00 .00 82,300,400 27,197,187 109,497,58 Subtotal of (I) and (II) .00 .46 7.46 (III) Capital paid in and reduced by owners 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’ equity 3. Others (IV) Profit distribution 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) 4. Other (V) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other 561,374,32 586,799,83 277,156,62 375,881,81 1,801,212, IV. Closing balance 6.00 4.95 2.37 8.62 601.94 48 Last year Unit: RMB Yuan Last year Paid-up Less: General Total Item capital (or Capital Specific Surplus Retained treasury risk owners’ share reserve reserve reserve profit stock reserve equity capital) I. Balance at the end of the 561,374,32 893,280,93 273,072,57 311,928,22 2,039,656, previous year 6.00 4.95 7.59 8.16 066.70 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of 561,374,32 893,280,93 273,072,57 311,928,22 2,039,656, the year 6.00 4.95 7.59 8.16 066.70 III. Increase/ decrease of amount -388,781,5 4,084,044. 36,756,403 -347,941,0 in the year (“-” means decrease) 00.00 78 .00 52.22 40,840,447 40,840,447 (I) Net profit .78 .78 (II) Other comprehensive -388,781,5 -388,781,5 incomes 00.00 00.00 -388,781,5 40,840,447 -347,941,0 Subtotal of (I) and (II) 00.00 .78 52.22 (III) Capital paid in and reduced by owners 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’ equity 3. Others 4,084,044. -4,084,044. (IV) Profit distribution 78 78 1. Appropriations to surplus 4,084,044. -4,084,044. reserves 78 78 2. Appropriations to general risk provisions 3. Appropriations to owners 49 (or shareholders) 4. Other (V) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other 561,374,32 504,499,43 277,156,62 348,684,63 1,691,715, IV. Closing balance 6.00 4.95 2.37 1.16 014.48 (Ⅲ) Company Profile Changchai Company, Limited (hereinafter referred to as “the Company”) was founded on 5 May 1994, which is a company limited by shares promoted solely by Changzhou Diesel Engine Plant through the approval by the State Commission for Restructuring the Economic Systems with document TGS [1993] No. 9 on 15 Jan. 1993 by way of public offering of shares. With the approved of the People's Government of Jiangsu Province SZF [1993] No. 67, as well as reexamined and approved by China Securities Regulatory Commission (“CSRC”) through document ZJFSZ (1994) No. 9, the Company initially issued A shares to the public from 15 Mar. 1994 to 30 Mar. 1994. As approved by the Shenzhen Stock Exchange through document SZSFZ (1994) No. 15, such tradable shares of the public got listing on 1 Jul. 1994 at Shenzhen Stock Exchange with “Su Changchai A” for short of stock, as well as “0570” as stock code (present stock code is “000570”). In 1996, with the recommendation of the Office of the People's Government of Jiangsu Province SZBH [1996] No. 13, as well as first review by Shenzhen Municipal Securities Administration Office through SZBZ [1996] No. 24, and approval of the State Council Securities Commission ZWF [1996] No. 27, the Company issued 100 million B shares to qualified investors on 27 Aug. 1996 to 30 Aug. 1996, getting listed on 13 Sep. 1996. On 9 Jun. 2006, the Company held a shareholders’ general meeting related to A share market to examine and approve share merger reform plan, and performed the share merger reform on 19 Jun. 2006. As examined and approved at the 2009 2nd Extraordinary Shareholders’ General Meeting in Sep. 2009, based on the total share capital of 374,249,551 shares as at 30 Jun. 2009, the Company implemented the profit distribution plan, i.e. to distribute 5 bonus shares and cash of RMB 0.8 for every 10 shares, with registered capital increased by RMB 187,124,775.00, as well as registered capital of RMB 561,374,326.00 after change. As at 31 Dec. 2011, the total share capital of the Company is 561,374,326 shares, as well as registered capital of RMB 561,374,326.00, which verified by Jiangsu Gongzheng Tianye Certified Public Accountants Company Limited with issuing Capital Verification Report SGC [2010] No. B002. The Company had registered the 50 change with the administrative authorities for industry and commerce, and obtained the renewed business license as legal person with No. 320400000004012. The Company’s registered address is situated at No. 123 Huaide Middle Road, Changzhou, Jiangsu, as well as its head office located at No. 123 Huaide Middle Road, Changzhou, Jiangsu. The Company belongs to manufacturing with business scope including manufacturing and sale of diesel engine, diesel engines part and casting, grain harvesting machine, rotary cultivators, walking tractor, mould and fixtures, assembling and sale of diesel generating set and pumping unit. 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, generating sets and shipborne machinery and equipment, etc.. The Company’s main business remained unchanged in the reporting period. The Company established the Shareholders’ General Meeting, the Board of Directors and the Board of Supervisors,Corporate office, Financial Department, Political Department, Investment and Development Department, Enterprise Management Department, Human Recourses Department, Production Department, Procurement Department, Sales Company, Market Department, Chief Engineer Office, Technology Center, QA Department, Foundry Branch, Machine Processing Branch, Single-cylinder Engine branch, Multi-cylinder Engine Branch and Overseas Business Department in the Company. The financial report has been approved to be issued at the 12th Session of the 6th Board of Directors on 22 Aug. 2012. (Ⅳ) Main accounting policies, accounting estimates and prior period errors 1. Basis for preparation With going-concern assumption as the basis, the Company prepares its financial statement in light of the actual transactions and matters, as well as the accounting standard for business enterprise promulgated by the Ministry of Finance of PRC on 15 Feb. 2006 and the following important accounting policies and accounting estimates. 2. Statement on following Accounting Standard for Business Enterprises The Company declared that the Financial Report prepared by the Company was in line with requirements of the Accounting Standard for Business Enterprises, which reflected the financial status, operating results and cash flow of the Company truly and objectively. 3. Fiscal period The fiscal periods are divided into fiscal year and metaphase, the fiscal year is from Jan. 1 to Dec. 31 and as the metaphase included monthly, quarterly and semi-yearly periods. 4. Currency used in bookkeeping Renminbi is functional currency of the Company. 5. Accounting methods for business combinations under the same control and business combinations not under the same control (1) Business combinations under the same control: The combination consideration paid by the combining party and net assets obtained by the combining party in a business combination shall be measured on the basis of their carrying amount. As for the balance between the carrying amount of the net assets obtained by the combining party and the carrying amount of the net assets obtained by the combining party and the carrying amount of the consideration paid by it (or the total par value of the shares issued), the additional paid-in capital shall be adjusted. If the additional paid-in capital is not sufficient to be offset, the retained earnings shall be adjusted. All direct costs for the business combination, including expenses for audit, evaluating and legal services shall be recorded into the profits and losses at the current period. The handling fees, commissions and other expense for the issuance of equity securities or bonds for the business combination shall be recorded into the amount of initial measurement of the shareholders’ equity or liabilities. (2) Business combinations not under the same control The combination costs of the acquirer and the identifiable net assets obtained by the acquirer in a business combination shall be measured at the fair values. The acquirer shall recognize the positive balance between the combination costs and the fair value of the identifiable net assets it obtains form the acquiree as business reputation. The balance that the combination costs are less than the fair value of the identifiable net assets the acquirer obtains from the acquiree in a business 51 combination, including expense on audit, evaluating and legal services shall be recorded into the gains and losses at the current period. The handling fees, commissions and other expenses for the issuance of equity securities or bonds for the business combination shall be recorded into the amount of initial measurement of the shareholders’ equity or liabilities. 6. Preparation methods for consolidated financial statements The Company shall start consolidating the subsidiary companies since the date the Company obtained the actual control right of the subsidiaries and stop consolidating since the date the Company lost the actual control right of the subsidiaries. All significant current balance, investment, transactions and unrealized profits between the Company and subsidiary company or among the subsidiaries shall be offset when preparing the consolidated financial statement. As for the shares in the owner’s equity of subsidiary company not belong to the Company, shall be indicated in the item of “minority shareholders’ equity” belonging the owner’s equity in the consolidated balance sheet. The accounting policy or accounting period of each subsidiary is different from which of the Company, which shall be adjusted as the Company; or subsidiaries shall prepare financial statement again required by the Company when preparing the consolidated financial statements. As for the added subsidiary company not controlled by the same enterprise preparing the consolidated financial statement, shall adjust individual financial statement based on the fair value of the identifiable net assets on the acquisition date; as for the added subsidiary companies controlled by the same enterprise preparing the financial statement, shall not adjust the financial statement of the subsidiaries, namely current status of each party participating in the consolidation when the final control party starts implementing control. 7. Recognition standard for cash and cash equivalents The term “cash” refers to cash on hand and deposits that are available for payment at any time. The term “cash equivalents” refers to short-term (within 3 months from the purchase date) and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. 8. Business of foreign currencies and the translation of foreign currency statements Concerning the foreign-currency transactions that occurred, the foreign currency shall be converted into the recording currency according to the middle price of the market exchange rate disclosed by the People’s Bank of China on the date of the transaction. Among the said transactions that occurred, those involving foreign exchanges shall be converted according to the exchange rates adopted in the actual transactions. On the balance sheet date, the foreign-currency monetary assets and the balance of the liability account shall be converted into the recoding currency according to the middle price of the market exchange rates disclosed by the People’s Bank of China on the Balance Sheet Date. The difference between the recording-currency amount converted according to the exchange rate on the Balance Sheet Date and the original book recording-currency amount shall be recognized as gains/losses from foreign exchange. And the exchange gain/loss caused by the foreign-currency borrowings related to purchasing fixed assets shall be handled according to the principle of capitalizing borrowing expenses; the exchange gain/loss incurred in the establishment period shall be recorded into the establishment expense; others shall be recorded into the financial expenses for the current period. On the balance sheet date, the foreign-currency non-monetary items measured by historical cost shall be converted according to the middle price of the market exchange disclosed by the People’s Bank of China on the date of the transaction, with no changes in the original recording-currency amount; while the foreign-currency non-monetary items measured by fair value shall be converted according to the middle price of the market exchange disclosed by the People’s Bank of China on the date when the fair value is recognized, and the exchange gain/loss caused thereof shall be recognized as the gain/loss from fair value changes and recorded into the gain/loss of the current period. 9. Financial instruments (1) Category of financial instruments Financial instruments shall be divided into: Financial assets or financial liabilities measured at fair value and of which variations are recorded in profits and losses for the current period, the held-to-maturity investment, accounts receivable, available-for-sale financial assets and other financial liabilities. 52 (2) Recognition and measurement of financial liabilities 1) Recognition of 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 (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 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 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 or 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 loses 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 post-amortization cost and actual interest rate during the holding period of held-to-maturity investment shall be recorded into investment income. The actual interest rate which is recognized in the period of gaining the held-to-maturity investment, shall remained unchanged within the predicted term of existence or within a shorter applicable term of the said investment. The little difference between actual interest rate and coupon rate shall be recorded into the profits of losses in the current period. When the held-to-maturity investments 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) Accounts receivable The creditor’s right receivable formed during the Company selling commodity outside or offering labour shall be regarded as the initial recognized amount in accordance 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 available-for-sale financial assets will be regarded at the initial recognized amount in accordance of 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 available-for-sale financial assets 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 53 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) Recognition and accounting method for transfer of financial assets (4) Recognition Conditions for Termination of Financial Liabilities When the prevailing obligations of a financial liability are relieved in all or part may the recognition of the financial liability be terminated in all or partly. (5) Recognition of financial assets and 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 basis of the transaction price of the market. (6) Withdrawal of Impairment Provision for Financial Assets (excluding Accounts Receivable) 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 available-for-sale financial assets, if the recoverable amount is below the difference in the carrying amount, the impairment provision shall be made. Where an available-for-sale 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) Notes on basis of held-to-maturity investment undue that reclassified into available-for-sales financial assets 10. Recognition and Withdrawal Method for Bad-debt Provisions for Accounts Receivable 1) Recognition standard for bad debt provision of accounts receivable: Receivables are considered uncollectible after liquidation with statutory procedures for debtors are in 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) Withdrawal method of bad debt provision (1) Provisions for Bad-debt Accounts Receivable with a significant single amount The recognition standard and the withdrawal method for the bad debt More than RMB 1,000,000 (including RMB provision of the accounts receivable with significant single amounts 1,000,000) The Company makes an independent impairment test on the accounts receivable with significant single amount, and provision for bad debts shall Withdrawal method of bad debt provision of the accounts receivable with significant single amounts withdrawn on the basis of the balance between the current values of the predicted future cash flow lower than book value. Upon independent impairment test, the accounts receivable with 54 significant single amounts has not been impaired, it shall be withdrawn bad debt provision based on ending balance by adopting aging analysis method. (2) Accounts receivable for which bad-debt provisions are made on the group basis Group name Withdraw method Basis for recognition of group Classified by its credit risk Withdrawal in accordance with the aging analysis feature method In the groups, those adopting aging analysis method to withdraw bad debt provision: √Applicable □Inapplicable Withdrawal proportion of Withdrawal proportion of other accounts Aging accounts receivable receivable Within one year (including 2 2 one year) One to two years 5 5 Two years to three years 15 15 Over three years Three to four years 30 30 Four to five years 60 60 Over five years 100 100 In the groups, those adopting balance percentage method to withdraw bad debt provision: □Applicable √Inapplicable In the groups, those adopting other methods to withdraw bad debt provision: □Applicable √Inapplicable (3) Accounts receivable with an insignificant single amount but for which the bad debt provision is made independently Reason of individually withdrawing bad debt provision: As for an account receivable with an insignificant single amount and which can not show its risk feature when withdrawing a bad-bet provision for it on the group basis, the bad-debt provision for the account receivable shall be withdrawn based on the difference of the expected present value of the account receivable’s future cash flows less than its carrying amount. Withdrawal method of bad-debt provision: The Company shall withdraw the bad-debt provision for such an account receivable by combining the aging method and individual judgment based on the debtor entity’s actual financial position, cash flows and other relevant information. 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. 11. Inventory (1) Category of Inventory Inventories of the Company include raw material, material purchasing, Self-manufactured goods, unfinished products, finished products and low-value consumption. (2) Pricing method □First-in first-out method √Weighted average method □Specific identification method □Other (3) Determination basis of the net realizable value of inventory and withdrawal method of the provision for falling price of inventory The inventories at the end of the reporting period will be priced according to the lower of the product cost and the net realizable value. When all the inventories are checked roundly, for those which were destroyed, outdated in all or in part, sold at a loss, etc, the Company shall estimate the irrecoverable part of its cost and withdrawal the inventory falling price reserve. Where the cost 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 under normal operations. If the value of the inventory with falling price reserve can be resumed, the inventory falling price reserve and the current income shall be adjusted in line with 55 the increase amount by being resumed (the increase amount should be limited by the original withdrawal amount). (4) The inventory system is on the basis of perpetual inventory method √ Perpetual inventory system □Periodic inventory system □Other (5) Amortization method of low-value consumption goods and packages Amortization method of low-value consumption goods: one time method Amortization method of packages: one time method 12 Long-term equity investments (1) Recognition for initial cost The initial investment cost of the long-term equity investment shall be recognized by adopting the following ways in accordance with different methods of acquisition: (1) As for long-term equity investment acquired through the merger of enterprises under the same control, it shall, on the date of merger, regard the share of the book value of the owner's equity of the merged enterprise as the initial cost of the long-term equity investment. The difference between acquisition cost and initial investment cost shall offset against the capital reserve. If the capital reserve is insufficient to dilute, the retained earnings shall be adjusted. (2) As for long-term equity investment acquired through the merger of enterprises not under the same control, its initial investment cost shall regard as the combination cost calculated by the fair value of the assets, equity instrument issued and liabilities incurred or undertaken on the transaction date adding the direct cost related with the acquisition. The identifiable assets of the combined party and the liabilities (including contingent liability) undertaken on the combining date shall be measured at the fair value without considering the amount of minority interest. 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 acquirer shall record the negative balance between the combination costs and the fair value of the identifiable net assets it obtains from the acquiree into the consolidated income statement directly. (3) Long-term equity investment obtained by other means ① The initial cost of a long-term equity investment obtained by making payment in cash shall be the purchase cost which is actually paid. ② The initial cost of a long-term equity investment obtained on the basis of issuing equity securities shall be the fair value of the equity securities issued. ③ The initial cost of a long-term equity investment of an investor shall be the value stipulated in the investment contract or agreement, the unfair value stipulated in the contract or agreement shall be measured at fair value. ④ As for long-term investment obtained by the exchange of non-monetary assets, where it is commercial in nature, the fair value of the assets surrendered shall be recognized as the initial cost of the long-term equity investment received; where it is not commercial in nature, the book value of he assets surrendered shall be recognized as the initial cost of the long-term equity investment received. ⑤ The initial cost of a long-term equity investment obtained by recombination of liabilities shall be recognized at fair value of long-term equity investment. (2) Subsequent measurement and recognition of profits and losses (1) An investment in the subsidiary company shall be measured by employing the cost method Where the Company hold, and is able to do equity investment with control over an invested entity, the invested entity shall be its subsidiary company. Where the Company holds the shares of an entity over 50%, or, while the Company holds the shares of an entity below 50%, but has a real control to the said entity, then the said entity shall be its subsidiary company. (2) An investment in the joint enterprise or associated enterprise shall be measured by employing the equity method Where the Company hold, and is able to do equity investment with joint control with other parties over an invested entity, the invested entity shall be its joint enterprise. Where the Company hold, and is able to have equity investment with significant influences on an invested entity, the invested entity shall be its associated entity. Where the Company holds the shares of an entity between 20% and 50%, and has no real control to the said entity, or, while the Company holds the shares of an entity below 20%, but has a significant influence to the said entity, then the said entity shall be the joint enterprise or associated enterprise of the Company. The Company shall, on the ground of the fair value of all identifiable assets of the invested entity 56 when it obtains the investment, recognize the attributible share of the net profits and losses of the invested entity after it adjusts the net profits of the invested entity. If the accounting policies and accounting periods adopted by the invested entity are different from those adopted by the Company, an adjustment shall be made to the financial statements of the invested entity in accordance with the accounting policies and accounting periods of the Company and recognize the investment profits or losses. As for other change of owners’ equity excluding net gains and losses of the investing enterprise, the book value of the long-term equity investment shall be adjusted and measured into the owner’s equity. (3) Long-term equity investment without control, joint control and significant influences Long-term equity investment for which there is no offer in the active market and of which the fair value cannot be reliably measured shall be measured by employing the cost method. Long-term equity investment for which there is offer in the active market and of which the fair value can be reliably shall be showed in the item “available-for-sale financial assets”, and recorded at fair value. Change in its fair value shall be included in the shareholders’ equity. (3) Recognition basis of joint control and significant influences to the investing enterprise Joint control to the investing enterprise refers to the control over an economic activity in accordance with the contracts and agreements, which does not exist unless the investing parties of the economic activity with one an assent on sharing the control power over the relevant important financial and operating decisions. Significant influences to the investing enterprise refers to the power to participate in making decisions on the financial and operating policies of an enterprise, but not to control or do joint control together with other parties over the formulation of these policies. (4) Method of impairment test of long-term equity investment and withdrawal method of impairment provision Method of impairment test of long-term equity investment: Where the long-term equity investment with a sign of impairment, its recoverable amount shall be tested. The recoverable amount shall be determined in light of the higher one of the net amount of the selling fair value of the long-term equity investment and the current value of the expected future cash flow of the long-term equity investment. At the end of reporting period, the Company shall check the long-term equity investment. Where there is a sign of impairment exists, the recoverable amount shall be estimated. Where its recoverable amount is lower than its book value, the impairment of long-term investment shall be made in light of the difference that its recoverable amount is less than its book value. As for Long-term equity investment for which there is no offer in the active market and of which the fair value cannot be reliably measured, where the amount that its book value is lower than the current value due to impact upon the discount for the expected future cash flow, the current market earnings yield of similar financial assets shall be recognized as impairment loss recording into the profits and losses of the current period. As for other long-term equity investment except for the available-for-sales financial assets, once any provision for impairment is recognized, it shall not be switched back within the asset’s useful life. The impairment loss of available-for-sales financial asset shall be switched back through equity. 13. Investment real estates The investment real estate shall be measured at its cost. Of which, the cost of an investment real estate by acquisition consists of the acquisition price, relevant taxes, and other expense directly relegated to the asset; the cost of a self-built investment real estate composes of the necessary expenses for building the asset to the hoped condition for use. The investment real estates invested by investors shall be recorded at the value stipulated in the investment contracts or agreements, but the unfair value appointed in the contract or agreement shall be entered into the account book at the fair value. The Company shall make a follow-up measurement to the investment real estate by adopting the cost pattern. The depreciation or amortization for investment real estate shall be made in the light of such relevant policies as depreciation or amortization of fixed assets and intangible assets. As for withdrawal basis of provision for impairment of investment real estates, please refer to withdrawal method for provision for impairment of fixed assets. 57 14. Fixed assets (1) Recognition of fixed assets Fixed assets refers to the tangible assets that simultaneously possess the features as follows: a. They are held for the sake of producing commodities, rendering labor service, renting or business management; b. Their useful life is in excess of one fiscal year; and c. Their unit value is higher. The fixed assets shall be measured at its cost when obtaining. Its depreciation shall be withdrawn by adopting straight line since the next month that bring the fixed asset to the expected conditions for use. (2) Recognition basis and measurement of financing leased fixed assets Naught (3) Depreciation method of various fixed assets Type Depreciable life (year) Residual rate (%) Annual depreciation rate (%) Houses and buildings 20-40 2.50-5 Machine equipments 6-15 6.67-16.67 Electronic equipments Transportation equipments 5-10 10-20 Other equipments 5-10 10-20 Fixed assets acquired under -- -- -- finance lease Including: Houses and buildings Machine equipments Electronic equipments Transportation equipments Other equipments (4) Methods for impairment test of fixed assets and withdrawal method of provision for impairment The Company shall make inspection to fixed assets at the end of reporting period. Where there is any evidence indicates that the recoverable amount of fixed assets is lower than its book value, such fixed asset shall be subject to an impairment test on the balance sheet date. As for the fixed assets that its recoverable amount is lower than its book value, its provision for impairment shall be withdrawn at the difference that recoverable amount of assets is lower than its book value. The provision for impairment shall be withdrawn on the basis of single item assets. Where it is difficult to do so, it shall be withdrawn on the basis of the asset group to which the asset belongs. Once any loss of asset impairment is recognized, it shall not be switched back in the future accounting periods. (5) Other explanation Naught 15. Construction in process (1) Categories of construction in progress Construction in progress shall be measured at actual cost. Self-operating projects shall be measured at direct materials, direct wages and direct construction fees; construction contract shall be measured at project price payable; project cost for plant engineering shall be recognized at value of equipments installed, cost of installation, trail run of projects. Costs of construction in process also include borrowing costs and exchange gains and losses, which should be capitalized. (2) Standardization on construction in process transferred into fixed assets and time point 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. (3) Method of impairment test of construction in process and withdrawal method of impairment Where a sign of impairment exists, recoverable amount of construction in process shall be tested. The recoverable amount of construction in process shall be recognized according to the high one 58 between the net amount of fair value after deducting disposal costs and the current value of the expected future cash flow of construction in process. At the end of fiscal year, the Company shall check the construction in process roundly. Where there is a sign of impairment occur, the recoverable amount shall be estimated, and impairment of construction in process shall be made in light of the difference that its recoverable amount is less than its book value. Once any provision for impairment is recognized, it shall not be switched back within the asset’s useful life. 16. Borrowing costs (1) Recognition principle of capitalization of borrowing costs The borrowing costs shall include the interest on borrowings, amortization of discounts or premiums on borrowings, ancillary expenses, and exchange balance on foreign currency borrowings. Where the borrowing costs occurred belong to specifically borrowed loan or general borrowing used for the acquisition and construction of investment real estates and inventories over one year (including one year) shall be capitalized, and record into relevant assets cost. 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. The borrowing costs shall not be capitalized unless they simultaneously meet the following three requirements: (1) The asset disbursements have already incurred; (2) The borrowing costs have already incurred; and (3) The acquisition and construction or production activities which are necessary to prepare the asset for its intended use or sale have already started. (2) The period of capitalization of borrowing costs The borrowing costs arising from acquisition and construction of fixed assets, investment real estates and inventories, if they meet the above-mentioned capitalization conditions, the capitalization of the borrowing costs shall be measured into asset cost before such assets reach to the intended use or sale, Where acquisition and construction of fixed assets, investment real estates and inventories is interrupted abnormally and the interruption period lasts for more than 3 months, the capitalization of the borrowing costs shall be suspended, and recorded into the current expense, till the acquisition and construction of the assets restarts. When the qualified asset is ready for the intended use or sale, the capitalization of the borrowing costs shall be ceased, the borrowing costs occurred later shall be included into the financial expense directly at the current period. (3) Period for suspending capitalization of borrowing costs Suspension of capitalization: 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. The borrowing costs incurred during such period shall be recognized as expenses, and shall be recorded into the profits and losses of the current period, till the acquisition and construction or production of the asset restarts. (4) Measurement method of capitalization amount of borrowing costs 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. The capitalization rate shall be calculated and determined in light of the weighted average interest rate of the general borrowing. 17. Biological assets Naught 18. Oil gas assets Naught 19. Intangible assets (1) Pricing method of intangible assets (1) The cost of an outsourcing intangible asset consists of the acquisition price, relevant taxes, and other expenses directly relegated to the asset. 59 (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 Business Enterprises No. 20 – Business Combinations. (2) Estimated useful life of intangible assets with limited useful life Item Estimated useful life Basis Notes: List of estimated useful life of each intangible asset and its basis (3) Judgment basis of intangible assets with uncertain useful life (4) Withdrawal of impairment provision of intangible assets Intangible assets trending to impairment can be tested by its recoverable amount. The recoverable amount of intangible assets shall be recognized according to the high one between the net amount of fair value after deducting disposal costs and the current value of the expected future cash flow of intangible assets. At the end of fiscal year, the Company shall check the intangible assets roundly. Where there is a sign of impairment occur, the recoverable amount shall be estimated, and impairment of intangible assets shall be made in light of the difference that its recoverable amount is less than its book value. Once any provision for asset impairment is recognized, it shall not be switched back within the asset’s useful life. (5) Criteria of dividing the research phase and development phase of internal R&D project Naught (6) Calculation of the expenditures of internal R&D project Naught 20. Amortization method of long-term deferred expenses Long-term deferred expanses of the Company shall be recorded in light of the actual expenditure, and amortized averagely within benefit period. In case of no benefit in the future accounting period, the amortized value of such project that fails to be amortized shall be transferred into the profits and losses of the current period. 21. Assets transfer with repurchasing conditions Naught 22. Estimated liabilities (1) Criteria of estimated liabilities Only if the obligation pertinent to a contingencies shall be recognized as an estimated debts when the following conditions are satisfied simultaneously: (1) That obligation is a current obligation of the Company; (2) It is likely to cause any economic benefit to flow out of the Company as a result of performance of the obligation; and (3) The amount of the obligation can be measured in a reliable way. 60 (2) Measurement of estimated liabilities The Company shall measure the estimated debts in accordance with the best estimate of the necessary expenses for the performance of the current obligation. The Company shall check the book value of the estimated debts on the Balance Sheet Date. If there is any conclusive evidence proving that the said book value can’t truly reflect the current best estimate, the Company shall, subject to change, make adjustment to carrying value to reflect the current best estimate. 23. Share-based payment and equity instruments (1) Categories of share-based payment Naught (2) Recognition method of fair value of equity instruments Naught (3) Recognition basis of the best estimate of the vested equity instruments Naught (4) Accounting treatment relevant to implement, revise and terminate share-based payment plan Naught 24. Repurchase of shares of the Company Naught 25. Revenue (1) Criteria for recognition time of revenue from sale of goods 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) Recognition basis of revenue from transferring use rights of 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. (3) Recognition basis and method for the schedule of contracted project when recognizing the revenue from providing labour services and construction contract by percentage-of-completion method 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. 26. Government Subsidies (1) Category Government grants divided into ①Government subsidies pertinent to incomes and ②Government subsidies pertinent to assets. (2) Accounting treatment method The government subsidies pertinent to incomes shall be treated respectively in accordance with the circumstances as follows: (1) Those subsidies used for compensating the related future expenses or losses of the Company shall be recognized as deferred income and shall included in the current profits and losses during the period when the relevant expenses are recognized; or (2) Those subsidies used for compensating the related expenses or losses incurred to the enterprise shall be directly included in the current profits and losses. The government subsidies pertinent to assets shall be recognized as deferred income, equally distributed within the useful lives of the relevant assets, and included in the current profits and losses. But the government subsidies measured at their nominal amounts shall be directly included 61 in the current profits and losses. 27. Deferred income tax assets and liabilities (1) Recognition basis of deferred income tax assets 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. (2) Recognition basis of deferred income tax liabilities 28. Operating lease and finance lease (1) Accounting treatments of operating lease Naught (2) Accounting treatments of finance lease Naught 29. Assets held for sale (1) Recognition criteria of available-for-sale assets Naught (2) Accounting treatments of the assets held for sale Naught 30. Capitalization of assets business Naught 31. Hedging accounting Naught 32. Changes in main accounting policies and estimates Were the main accounting policies or estimates changed during the reporting period? □Yes √No (1) Change of accounting policies Were the main accounting policies changed during the reporting period? □Yes √No (2) Change of accounting estimates Were the main accounting estimates changed during the reporting period? □Yes √No 33. Correction of previous accounting errors Was any accounting error made in previous periods discovered in the reporting period? □Yes √No (1) Retrospective restatement method Was any previous accounting errors adopting retrospective restatement method discovered in the reporting period? □Yes √No (2) Prospective application method Was any previous accounting errors adopting prospective application method discovered in the reporting period? □Yes √No 34. Other main accounting policies, accounting estimates as well as compilation method of financial statements Naught (Ⅴ) Taxation 1. Main taxes and tax rate Type of tax Taxation basis Tax rates VAT Payable to sales revenue 13%、17% Consumption tax Business tax Taxable operating revenue 5% Tax paid in accordance with the Urban maintenance and construction tax Taxable turnover amount tax regulations of tax units location 62 Taxable income of parent company and subsidiary company 15% Changwan Enterprise income tax Taxable income of other 25% subsidiary companies 70% of original value of 12% independent properties Property tax Taxable income of other 1.2% subsidiary companies Education expense surtax Tax paid in accordance with the Taxable turnover amount tax regulations of tax units location 2. Tax preference and approved document In 2009, the Company has been identified as High-tech Enterprises, therefore, it enjoys 15-percent preferential rate for corporate income tax; the Company’s controlling subsidiary—Changchai Wanzhou Diesel Engine Co., Ltd., the controlling subsidiary company, shall pay the corporate income tax at tax rate 15% from 1 Jan. 2011 to 31 Dec. 2020 in accordance with the Notice of the Ministry of Finance, the General Administration of Customs of PRC and the National Administration of Taxation about the Preferential Tax Policies for the Western Development. 3. Other explanation Naught (Ⅵ) Business combination and consolidated financial statements General instruction of business combination and consolidated financial statements:naught 1. Subsidiaries 63 (1) Subsidiaries obtained by establishment or investment Unit: RMB Yuan Balance of parent The The company’s equity after Actual propor Included proportio deducting the amount of tion of in Deductible Business Registered Business Other essential n of Minority difference that loss of Subsidiaries Type Registered place investments holdin consolida minority nature capital scope investment voting interest minority interests at the g ted interests rights exceed equity obtained period-end shares statement (%) by minority (%) shareholders No. 1101, Changchai Limited Xiamen Road, Production Wanzhou Diesel 35000000.0 21000000.0 Liability Wanzhou Industry and sales of 60 60 Yes 7,671,888.33 Engine Co., Ltd. 0 0 Company District, diesel engine (Changwan) Chongqing Changzhou Production Changchai Benniu Limited Nanguan Village, 33786400.0 and sales of 25339800.0 Diesel Engine Liability Benniu Town, Industry 75 75 Yes 13,930,989.61 0 diesel engine 0 Fittings Co., Ltd. Company Wujin District fittings (Benniu) External Changzhou enterprise Limited No. 123, Huadei Housheng Service 30000000.0 investments, 30000000.0 Liability Middle Road, 100 100 Yes Investment Co., industry 0 investment 0 Company Changzhou Ltd (Housheng) management, consultancy 64 service Purchasing, sales and technical service of starting engine of diesel engine, 1 Ang Mo Kio gasoline Chansun Limited Industrial Park engine, Service USD 0.2 USD 0.2 International (Pte.) Liability 2A#05-12,Amk components, 100 100 Yes industry million million Ltd. (Chansun) Company Tech 1,Singapore supporting (Singapore) equipment of starting engine of diesel engine and gasoline engine, agricultural equipments etc. Other notes to subsidiaries obtained by establishment or investment: Naught 65 (2) Subsidiaries obtained through business combination under the same control □ Applicable √ Inapplicable Other notes: Naught (3)Subsidiaries obtained through business combination not under the same control □ Applicable √ Inapplicable Other notes: Naught 2. Special purpose entities or operating entities with control right formed by entrusted operation or lease □ Applicable √ Inapplicable Other explanation on special purpose entities or operating entities with control right formed by entrusted operation or lease: Naught 3. Explanation on changes in consolidated scope Explanation on changes in consolidated scope: □ Applicable √ Inapplicable 4. Subsidiaries that newly combined into consolidation scope and not longer included in the consolidated scope in the reporting period The subsidiaries, special purpose entities and operating entities with control right formed by entrusted operation or lease that newly included in the consolidated scope □ Applicable √ Inapplicable The subsidiaries, special purpose entities and operating entities with control right formed by entrusted operation or lease that not longer included in the consolidated scope □ Applicable √ Inapplicable Other notes of subsidiaries that newly combined into consolidation scope and not longer included in the consolidated scope in the reporting period: Naught 5. Business combination under same control during the reporting period □ Applicable √ Inapplicable Other notes to business combination under same control: Naught 6. Business combination not under same control during the reporting period □ Applicable √ Inapplicable 66 Other notes to business combination not under same control: Naught 7. Subsidiaries reduced by selling equities without control right during the reporting period □ Applicable √ Inapplicable Other notes to subsidiaries reduced by selling equities without control right during the reporting period: Naught 8. The counter purchases in the reporting period □ Applicable √ Inapplicable Other notes to counter purchases: Naught 9. Mergers in the reporting period □ Applicable √ Inapplicable Other notes to mergers: Naught 10. Exchange rates of major items in financial statements for foreign entities 67 (Ⅶ) Notes on major items in consolidated financial statements of the Company 1. Monetary funds Unit: RMB Yuan Closing balance Opening balance Item Amount in foreign Exchan Amount in Exchange Amount in RMB Amount in RMB currency ge rate foreign currency rate Cash: -- -- 563,489.03 -- -- 1,512,744.56 RMB -- -- 563,489.03 -- -- 1,512,744.56 Bank deposit: -- -- 558,503,623.00 -- -- 468,780,298.64 RMB -- -- 555,379,426.40 -- -- 459,567,621.38 USD 271,088.63 6.3249 1,714,608.48 132,369.38 6.3009 834,046.23 EUR 180,325.72 7.8169 1,409,588.12 979,659.77 8.1625 7,996,472.88 HKD 471,392.81 0.8107 382,158.15 Other monetary funds: -- -- 104,329,734.53 -- -- 83,449,623.61 RMB -- -- 104,329,734.53 -- -- 83,449,623.61 Total -- -- 663,396,846.56 -- -- 553,742,666.81 Special explanation shall be made for the accounts limited by being mortgaged, pledged or frozen, deposited overseas or with potential collecting risks: naught Other monetary funds as at period-end were of allowance for bank acceptance bill. 2. Trading financial assets (1)Trading financial assets Unit: RMB Yuan Item Closing fair value Opening fair value Trading bonds investment Trading equity instruments investment The financial assets which are measured at their fair values and the variation of which is recorded into the profits and losses of the current period Derivative financial assets 68 Hedging instruments Others Total (2) Trading financial assets with realizable limit □Applicable √Inapplicable (3) Hedging instruments and notes to relevant hedging transaction □Applicable √ Inapplicable 3. Notes receivable (1) Category of notes receivable Unit: RMB Yuan Category Closing balance Opening balance Bank acceptance bill 143,007,349.44 181,698,938.60 Total 143,007,349.44 181,698,938.60 (2) Notes receivable pledged at period-end □Applicable √Inapplicable (3) Notes transferred to accounts receivable because drawer of the notes fails to execute the contract or agreement, and undue notes endorsed to other parties at the end of the period Unit: Yuan Issuing entity Date of issuance Expiring date Amount Remark Total -- -- -- Notes: naught Undue notes endorsed to other parties by the Company Unit: Yuan Issuing entity Date of issuance Expiring date Amount Remark Dongfeng Automobile 2012-2-20 2012-8-16 6,345,000.00 Co., Ltd. Sichuan South Chun 2012-3-6 2012-9-6 5,000,000.00 69 Auto Group Company Limited Chongqing Huitian Machinery 2012-3-20 2012-9-20 5,000,000.00 Manufacture Company Changzhou Dongfeng Agricultural 2012-6-27 2012-12-27 3,000,000.00 Machinery Group Co., Ltd Changzhou Dongfeng Agricultural 2012-5-25 2012-11-25 3,000,000.00 Machinery Group Co., Ltd Total -- -- 22,345,000.00 -- Notes: naught Notes of bank acceptance bill that already discounted or pledged: naught 4. Dividends receivable □Applicable √ Inapplicable 5. Interest receivable (1) Interest receivable □Applicable √ Inapplicable (2) Overdue interest □Applicable √ Inapplicable (3) Notes to interest receivable 6. Accounts receivable (1) Accounts receivable listed by categories Unit: RMB Yuan Closing balance Opening balance Category Book balance Bad debt provision Book balance Bad debt provision Amount Proportion Amount Proportion Amount Proportion Amount Proportion 70 (%) (%) (%) (%) Accounts receivable with significant single amount 16,131,946. 16,103,15 16,721,81 16,563,470.4 and individually 2.41 99.82 2.85 99.05 05 7.15 6.70 7 withdrawn bad debt provision Accounts receivable for which bad debt provisions are made on the group basis 652,897,5 210,853,6 569,108, 208,429,893 Aging group 97.52 32.30 97.15 36.62 12.94 81.80 825.48 .16 652,897,5 210,853,6 569,108, 208,429,893 Subtotal of the groups 97.52 32.30 97.15 36.62 12.94 81.80 825.48 .16 Accounts receivable with insignificant single amount but individually 460,313.32 0.07 460,313.32 100.00 withdrawn bad debt provision 669,489,77 227,417,15 585,830, 224,993,363 Total 100.00 33.97 100.00 38.41 2.31 2.27 642.18 .63 Notes to category of accounts receivable: naught Accounts receivable with significant single amount and individually withdrawn bad debt provision √Applicable □Inapplicable Unit: RMB Yuan Provision for bad Withdrawal Reason for Content Book balance debts proportion withdrawal With difficulty to ANHUI FEICAI VEHICLE CO. 6,215,662.64 99.54% 6,186,873.74 recover HEILONGJIANG PROVINCE With difficulty to COAST IMPORT & EXPORT 100.00% recover CORP 2,584,805.83 2,584,805.83 ZHEJIANG SANLIAN With difficulty to AGRICULTURAL MACHINERY 100.00% recover CO. 1,902,326.58 1,902,326.58 FUPING WEIPING With difficulty to AGRICULTURAL MACHINERY 100.00% recover CO., LTD. 5,429,151.00 5,429,151.00 Total 16,131,946.05 16,103,157.15 99.82% In the groups, accounts receivable adopting aging analysis method to withdraw bad debt provision: √Applicable □Inapplicable Unit: RMB Yuan 71 Closing balance Opening balance Book balance Book balance Aging Provision for bad Provision for Proportio Proportio Amount debts Amount bad debts n n Within 1 year Including -- -- -- -- -- -- Within 1 year 449,185,450.74 68.80 16,462,521.93 358,562,242.32 63.00 6,084,715.45 Subtotal of 449,185,450.74 68.80 16,462,521.93 358,562,242.32 63.00 6,084,715.45 within 1 year 1-2 years 3,885,009.31 0.60 198,778.07 2,136,812.95 0.38 106,840.65 2-3 years 5,778,687.39 0.89 875,394.37 6,360,569.29 1.12 954,085.39 Over 3 years 194,048,365.50 29.72 193,316,987.40 202,049,200.92 35.5 201,284,251.67 3 to 4 years 499,785.97 0.08 152,778.09 363,996.39 0.06 109,198.92 4 to 5 years 985,379.36 0.15 601,009.17 1,275,379.44 0.22 765,227.66 Over 5 years 192,563,200.17 29.49 192,563,200.17 200,409,825.09 35.22 200,409,825.09 Total 652,897,512.94 100.00 210,853,681.80 569,108,825.48 100.00 208,429,893.16 In the groups, accounts receivable adopting balance percentage method to withdraw bad debt provision □Applicable √ Inapplicable In the groups, accounts receivable adopting other methods to withdraw bad debt provision □Applicable √ Inapplicable Other closing individually insignificant but provisions for bad debts individually accounts receivable: √Applicable □Inapplicable Provision for bad Withdrawal Reason for Content Book balance debts proportion withdrawal ZHEJIANG SANLIAN With difficulty to AGRICULTURAL MACHINERY 233,100.00 100 recover CO. 233,100.00 FUPING WEIPING With difficulty to AGRICULTURAL MACHINERY 227,213.32 100 recover CO., LTD. 227,213.32 Total 460,313.32 460,313.32 100 (2) Accounts receivable reversed or collected in the reporting period □Applicable √ Inapplicable The withdrawal of bad debt provision of accounts receivable with significant single amount or insignificant single amount but individually made impairment test at the end of reporting period: 72 □Applicable √ Inapplicable Notes to accounts receivable with insignificant single amount but large risks of groups after grouped by credit risks features: no (3) The write-off accounts receivable □Applicable √ Inapplicable Notes to write off of accounts receivable: naught (4) Particulars about accounts receivable due to shareholders holding 5% (including 5%) voting rights of the Company □Applicable √ Inapplicable (5) Information of top 5 accounts receivable: Unit: RMB Yuan The relationship with the Name of entity Amount Aging Proportion Company CHANGZHOU DONGFENG AGRICULTURAL Customer 57,976,571.41 Within 1 year 8.66 MACHINERY GROUP CO., LTD SHANDONG WUZHENG (GROUP) Customer 52,833,531.80 Within 1 year 7.89 CO., LTD. DONGFENG AUTOMOBILE CO., Customer 43,709,397.96 Within 1 year 6.53 LTD. SHENYANG JINBEI VEHICLE Customer 24,776,779.12 Within 1 year 3.70 MANUFACTURING CO., LTD GUANGDONG FUDI AUTOMOBILE CO., Customer 15,565,396.49 Within 1 year 2.32 LTD. Total -- 194,861,676.78 -- 29.11 (6) The amounts due from related parties □Applicable √ Inapplicable 73 (7) Information of accounts receivable that terminated recognition □Applicable √ Inapplicable (8) If securitization is carried out on accounts receivable as the underlying assets, please list amount of assets and liabilities arising from further involvement □Applicable √ Inapplicable 7. Other accounts receivable (1) Other accounts receivable disclosed by type: Unit: RMB Yuan Closing balance Opening balance Provision for doubtful Provision for doubtful Category Balance Balance debts debts Proportio Proportio Proportion Proportio Amount Amount Amount Amount n (%) n (%) (%) n (%) Other accounts receivable that is 4,504,630.6 4,356,216.8 4,504,630.6 individually significant 7.69 96.71 9.85 96.71 8 7 8 4,356,216.87 and provisions for bad debts individually Other accounts receivable that provisions for bad debts by group 52,035,031. 30,135,114. 39,209,198. 28,336,153.1 Aging group 88.87 57.91 85.75 72.27 91 80 49 3 52,035,031. 30,135,114. 39,209,198. 28,336,153.1 Subtotal of group 88.87 57.91 85.75 72.27 91 80 49 3 Other accounts receivable that is 2,010,948.1 1,969,759.6 2,010,948.1 individually insignificant 3.44 97.95 4.40 1,969,759.64 97.95 6 4 6 but provisions for bad debts individually 58,550,610. 36,461,091. 45,724,777.3 Total 100.00 62.27 100.00 34,662,129.64 75.81 75 31 3 Notes for categories of other accounts receivable: naught Other closing accounts receivable that is individually significant and provisions for bad debts individually. √Applicable □Inapplicable Unit: RMB Yuan Provision for bad Withdrawal Content Book balance Reason debts proportion 74 Changchai Group With difficulty to Import & Export Co., 2,853,188.02 2,853,188.02 100.00 recover Ltd. With difficulty to Other customers 1,651,442.66 1,503,028.85 91.01 recover Total 4,504,630.68 4,356,216.87 -- In the group, other accounts receivable that provisions for bad debts by aging analysis: √Applicable □Inapplicable Unit: RMB Yuan Period-end Period-begin Book balance Book balance Aging Provision for bad Provision for bad Proporti Proporti Amount debts Amount debts on on Within 1 year Including: Within 1 year 22,565,519.77 43.37 4,669,715.13 7,377,718.42 18.82 147,554.36 Subtotal of within 1 year 22,565,519.77 43.37 4,669,715.13 7,377,718.42 18.82 147,554.36 1-2 years 2,004,696.09 3.85 100,324.47 1,808,630.66 4.61 90,431.54 2-3 years 2,387,006.79 4.59 350,112.74 2,196,917.70 5.60 329,537.66 Over 3 years 25,077,809.26 48.19 25,014,962.46 27,825,931.71 70.97 27,768,629.57 3 to 4 years 90,456.14 0.17 28,394.51 80,530.00 0.21 24,159.00 4 to 5 years 1,986.74 0.00 1,201.57 2,327.86 0.01 1,396.72 Over 5 years 24,985,366.38 48.02 24,985,366.38 27,743,073.85 70.75 27,743,073.85 Total 52,035,031.91 100.00 30,135,114.80 39,209,198.49 100.00 28,336,153.13 In the group, other accounts receivable that provisions for bad debts by balance percentage: □Applicable √ Inapplicable In the group, other accounts receivable that provisions for bad debts by other methods: □Applicable √ Inapplicable Other closing individually insignificant but provisions for bad debts individually accounts receivable: √Applicable □Inapplicable Unit: RMB Yuan Content Book balance Provision for bad debts Withdrawal proportion Reason Jie Hua mechanical and electrical limited 377,033.06 377,033.06 100 company of Anhui Wuxi tank factory 205,095.61 205,095.61 100 Other 1,428,819.49 1,387,630.97 97.12 Of small amount that 75 difficult to recover Total 2,010,948.16 1,969,759.64 97.95 -- (2) Information of other accounts receivable reversed or recovered in the reporting period □Applicable √ Inapplicable Withdrawal of closing individually significant or insignificant but provisions for bad debts individually accounts receivable: □Applicable √ Inapplicable Notes of individually insignificant but was of big risk after grouped by credit risk features other accounts receivable: □Applicable √ Inapplicable (3) Information of other accounts receivable written off in the reporting period □Applicable √ Inapplicable Notes of written-off of other accounts receivable:naught (4) Other accounts receivable is due from shareholders with more than 5% (including 5%) of the voting shares of the Company □Applicable √ Inapplicable (5) Nature or details of other significant accounts receivable □Applicable √ Inapplicable (6) Information of top five other accounts receivable Unit: RMB Yuan Relationship with the Proportion of the total Name of entity Amount Aging Company (%) East China Casting Customer 6,000,000.00 Within 1 year 10.25 General Factory Huachi Casting Factory Customer 4,000,000.00 Within 1 year 6.83 Changzhou Vehicle Co., Customer 3,879,038.74 Over 5 years 6.63 Ltd. Changzhou Compressor Customer 2,940,000.00 Over 5 years 5.02 Company Changchai Group Import Customer 2,853,188.02 Over 5 years 4.87 & Export Co., Ltd. Total -- 19,672,226.76 -- 33.60 76 (7) Information of the amounts due from related parties □Applicable √ Inapplicable (8) Information of other accounts receivable that terminated recognition □Applicable √ Inapplicable (9) If securitization is carried out on other accounts receivable as the underlying assets, please list amount of assets and liabilities arising from further involvement □Applicable √ Inapplicable 8. Prepayment (1) List by aging analysis: Unit: RMB Yuan Closing balance Opening balance Aging Amount Proportion (%) Amount Proportion (%) Within 1 year 33,888,227.74 96.95 41,855,442.46 97.60 1 year to 2 56,489.31 0.16 41,410.36 0.10 years 2 years to 3 101,875.64 0.29 99,255.83 0.23 years Over 3 years 907,531.96 2.60 886,767.86 2.07 Total 34,954,124.65 100.00 42,882,876.51 100.00 Notes of aging of prepayment: naught (2) Information of the top 5 prepayment Unit: RMB Yuan Relationship Name of entity with the Amount Aging Reason for unsettled Company Xuzhou East China Casting General Under normal settlement Supplier 8,726,512.30 Within 1 year Factory period Jingsu Changzhou Power Supply Under normal settlement Supplier 7,100,000.00 Within 1 year Company Copyright period Ningbo Jingxin Die Casting Mold Under normal settlement Supplier 1,370,000.00 Within 1 year Research Company period 77 China CTDI Engineering Under normal settlement Supplier 1,080,000.00 Within 1 year Corporation period Changzhou Central China Under normal settlement Supplier 810,000.00 Within 1 year Construction Engineering Co., Ltd. period Total -- 19,086,512.30 -- -- Notes of important companies of prepayment: naught (3) Information about prepayment due from shareholders with more than 5% (including 5%) of the voting shares of the Company in prepayment □Applicable √ Inapplicable (4) Notes of prepayment: naught 9. Inventory (1) Category Unit: RMB Yuan Closing balance Opening balance Item Impairment of Impairment of Book balance Book value Book balance Book value inventories inventories Raw materials 137,926,539.80 2,639,364.71 135,287,175.09 86,165,455.13 2,639,364.71 83,526,090.42 Construction 117,860,972.32 11,327,352.60 106,533,619.72 118,591,032.59 11,327,352.60 107,263,679.99 contract assets Inventory goods 143,867,456.96 4,418,906.86 139,448,550.10 276,442,342.59 4,418,906.86 272,023,435.73 Turnover material 326,751.30 326,751.30 517,096.51 517,096.51 Consumable biological assets Consign for process 5,872,170.64 5,872,170.64 7,737,438.73 7,737,438.73 materials Total 405,853,891.02 18,385,624.17 387,468,266.85 489,453,365.55 18,385,624.17 471,067,741.38 (2) Impairment of inventories Unit: RMB Yuan Withdrawal in the Decrease in the reporting period Category Opening book value Closing book balance reporting period Reversal Written off Raw materials 2,639,364.71 2,639,364.71 Construction contract 11,327,352.60 11,327,352.60 78 assets Inventory goods 4,418,906.86 4,418,906.86 Turnover material Consumable biological assets Total 18,385,624.17 18,385,624.17 (3) Details of provision for falling price of inventories Proportion of reversal of Basis on provision for falling Item Reasons for reversal provision for impairment of price of inventories inventories to closing balance Book cost is higher than Raw materials realizable net value Book cost is higher than Inventory goods realizable net value Book cost is higher than Construction contract assets realizable net value Turnover material Consumable biological assets Consign for process materials Notes of inventory: naught 10. Other current assets Unit: RMB Yuan Item Closing balance Opening balance Deferred insurance cost 85,122.78 Total 85,122.78 Notes of other current assets: 11. Available-for-sale financial assets (1) Information of available-for-sale financial assets Unit: RMB Yuan Item Closing fair value Opening fair value Available-for-sale bonds 79 Available-for-sale equity instruments 516,881,000.00 420,057,000.00 Others Total 516,881,000.00 420,057,000.00 In the reporting period, the Company reclassified the held-to-maturity investment into available-for-sale financial assets, a total of RMB0.00 was reclassified, which takes 0% of total matured investment before reclassification. Notes of available-for-sale financial assets: The above-mentioned available-for-sale equity instrument includes the shares of Foton Motor and of Jiangsu Expressway held by the Company. The Closing fair market price of the shares is closing price on the last trading day at the securities exchange. (2) Long-term liability investment of available-for-sale financial assets □Applicable √ Inapplicable Notes of long-term liability investment of available-for-sale financial assets: naught 12. Held-to-maturity investment (1) Information □Applicable √ Inapplicable Notes of held-to-maturity investment: (2) Information of held-to-maturity investment sold in the reporting period but was not matured □Applicable √ Inapplicable Notes of undue held-to-maturity investment sold in the reporting period: naught 13. Long-term accounts receivable □Applicable √ Inapplicable 14. Investment to joint ventures and associated enterprises Unit: Ten thousand Yuan Percent Voting Total age of percent operatio Nature Nature Total Registra Legal Register holding age of Total Net n of of Currenc closing Name of investee tion represe ed shares the closing closing revenue enterpri busines y liabilitie place ntative capital of the Compa assets assets of the ses s s Compa ny in reportin ny investee g period I. Joint ventures There wasn’t any 80 joint venture in the Company II. Associated enterprises Changzhou Fuji Limited Changchai Robin Changz Shijing US compan Industry 33 33 8241.09 2609.83 5631.26 9316.60 16.22 Diesel Engine Co., hou Qijie $450 y Ltd. Beijing Tsinghua Limited Chen Investment RMB10 compan Beijing Zhangw Service 25 25 218.77 203.49 15.28 Management Co., 00 y u Ltd. Notes if significant differences exists between the important accounting policies and accounting estimations of joint ventures, associated enterprises and the Company: naught 15. Long-term equity investment 81 (1) List of long-term equity investment Unit: RMB Yuan Explanation for indifferences Withdrawn between the Share holding Voting impairment Cash bonus in Accounting Initial Opening Increase/decrea share holding Impairment Investee Closing balance percentage in percentage in provision in the the reporting method investment cost balance se percentage and provision investee investee reporting period voting period percentage in investee Changzhou Fuji Changchai Robin Diesel Equity method 12,294,546.00 18,563,414.34 53,526.00 18,616,940.34 33 33 Engine Co., Ltd. Beijing Tsinghua Investment Equity method 2,500,000.00 25 25 44,182.50 Management Co., Ltd. Jiangsu Bank Cost method 38,000,000.00 38,000,000.00 38,000,000.00 Chengdu Changwan Cost method 510,000.00 510,000.00 Diesel Engine Markeing Corp. Chongqing Cost method 290,000.00 290,000.00 82 Wanzhou Changwan Diesel Engine Fitting Corp. Qidong Liantong Cost method 7,200,000.00 7,200,000.00 7,200,000.00 4 4 Dynamometer Co., Ltd. Other Cost method 410,000.00 410,000.00 Total -- 61,204,546.00 63,763,414.34 53,526.00 63,816,940.34 1,254,182.50 83 (2) Information of the limitation on the capability to transfer capital to investee □Applicable √ Inapplicable Notes of long-term equity investment: ① Beijing Tshinghua Industrial Investment Management Co., Ltd. has stopped to produce or operate, so no impairment provision was withdrawn. ②Others: 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. 16. Investment property (1) Investment property calculated by cost √Applicable □Inapplicable Unit: RMB Yuan Increase in the reporting Decrease in the Item Opening book balance Closing book balance period reporting period I. Total original book 87,632,571.14 87,632,571.14 value 1. Houses & buildings 87,632,571.14 87,632,571.14 2. Land use right II. Accumulated depreciation and 21,518,177.91 1,104,170.40 22,622,348.31 accumulated amortization 1. Houses & buildings 21,518,177.91 1,104,170.40 22,622,348.31 2. Land use right III. Total net book value of investment 66,114,393.23 65,010,222.83 property 1. Houses & buildings 66,114,393.23 65,010,222.83 2. Land use right IV. Accumulated provision for impairment of investment property 1. Houses & buildings 84 2. Land use right V. Total book value of 66,114,393.23 65,010,222.83 investment property 1. Houses & buildings 66,114,393.23 65,010,222.83 2. Land use right Unit: RMB Yuan The reporting period Depreciation and amortization of the reporting period 1,104,170.40 Withdrawal amount for impairment of investment property in the reporting period (2) Investment property calculated by fair value □Applicable √ Inapplicable Notes of investment property that altered calculated mode and failed to accomplish certification of property, and notes of reason that the fail accomplish and estimated accomplish date: There was no investment property that altered calculated mode and failed to accomplish certification of property in the reporting period. 17. Fixed assets (1) Information Unit: RMB Yuan Opening book Decrease in the Closing book Item Increase in the reporting period balance reporting period balance I. Total original book value 943,044,175.42 130,016,699.67 28,839,452.61 1,044,221,422.48 Including: Property and 8,469,394.39 353,404,024.78 14,287,302.18 347,586,116.99 building Machineries 529,783,840.23 117,989,230.44 12,397,276.09 635,375,794.58 Vehicles 24,588,205.00 2,005,396.54 405,634.39 26,187,967.15 Other equipment 35,268,105.41 1,552,678.30 1,749,239.95 35,071,543.76 Opening book Increase in Withdrawal in Decrease in current Closing book -- balance current period current period period balance II. Accumulated 499,232,847.78 28,962,939.75 18,453,022.55 509,742,764.98 depreciation Including: Property and 5,998,245.67 162,424,405.18 6,500,258.46 161,922,392.39 building 85 Machineries 295,446,429.47 20,454,885.30 10,167,058.48 305,734,256.29 Vehicles 15,023,727.56 1,051,239.34 296,458.07 15,778,508.83 Other equipment 26,338,285.57 1,458,569.44 1,489,247.54 26,307,607.47 Opening book Closing book -- -- balance balance III. The net book value of 443,811,327.64 -- 534,478,657.50 fixed assets Including: Property and 190,979,619.60 -- 185,663,724.60 building Machineries 234,337,410.76 -- 329,641,538.29 Vehicles 9,564,477.44 -- 10,409,458.32 Other equipment 8,929,819.84 -- 8,763,936.29 IV. Total impairment 14,907,753.01 -- 12,054,372.74 provision Including: Property and 11,344,597.44 -- 8,491,217.17 building Machineries 3,563,155.57 -- 3,563,155.57 Vehicles -- Other equipment -- V. Total book value of fixed 428,903,574.63 -- 522,424,284.76 assets Including: Property and 179,635,022.16 -- 177,172,507.43 building Machineries 230,774,255.19 -- 326,078,382.72 Vehicles 9,564,477.44 -- 10,409,458.32 Other equipment 8,929,819.84 -- 8,763,936.29 Depreciation amount of this reporting period was of RMB 28,962,939.75, RMB 75,782,361.65 was transferred into fixed assets from construction project in the reporting period. (2) Temporary idle fixed assets □Applicable √ Inapplicable (3) Fixed assets leased in from financing lease □Applicable √ Inapplicable 86 (4) Fixed assets leased out from operation lease □Applicable √ Inapplicable (5) Information of hold-for-sale fixed assets at period-end □Applicable √ Inapplicable (6) Information of fixed assets failed to accomplish certification of property □Applicable √ Inapplicable 18. Construction in progress (1) Unit: RMB Yuan Closing balance Opening balance Item Impairment Impairment Book balance Book value Book balance Book value provision provision Experimental workshop of 23,202,326.57 23,202,326.57 59,875,894.80 59,875,894.80 technology center Renovation of casting 11,868,635.22 11,868,635.22 20,456,473.34 20,456,473.34 Expansion capacity of multi-cylinder (The 2nd 4,558,057.27 4,558,057.27 6,076,901.32 6,076,901.32 Period) Non-road electric generator 336,503.39 336,503.39 9,184,990.93 9,184,990.93 Project Base of land in Hehai Road 33,413,009.10 33,413,009.10 9,852,533.55 9,852,533.55 Access System Project of 1,326,828.60 1,326,828.60 1,060,894.50 1,060,894.50 Electrical Substation Reform of Cylinder Casting 4,726,400.00 4,726,400.00 3,736,400.00 3,736,400.00 Workshop Japan Dongjiu Molding 7,492,416.30 7,492,416.30 7,482,462.30 7,482,462.30 Machine Casting Cooling Lines 4,358,974.35 4,358,974.35 4,358,974.35 4,358,974.35 80t/h Sand Conditioning 7,439,596.88 7,439,596.88 2,046,153.84 2,046,153.84 System of Clay Sand Production Line of Crankcase 1,493,076.90 1,493,076.90 696,769.22 696,769.22 Guard 87 Medium frequency electric 13,888,888.87 13,888,888.87 furnace Equipment to be installed and 20,501,303.81 20,501,303.81 55,889,629.18 55,889,629.18 payment for projects Total 134,606,017.26 134,606,017.26 180,718,077.33 180,718,077.33 88 (2) Significant changes in construction in progress Unit: RMB Yuan Including: Project input Capitalization Opening Increase in Transferred to Other Project Capitalization capitalization Source of Name of project Budget percentage of of interest rate Closing balance balance current period fixed assets decrease process of interest of interest funding budget (%) this period Experimental workshop 59,875,894.80 1,678,096.50 38,351,664.73 Self finance 23,202,326.57 of technology center Renovation of casting 20,456,473.34 12,507,403.85 21,095,241.97 Self finance 11,868,635.22 Expansion capacity of multi-cylinder (The 2nd 6,076,901.32 4,151,087.18 5,669,931.23 Self finance 4,558,057.27 Period) Non-road electric 9,184,990.93 1,817,036.18 10,665,523.72 Self finance 336,503.39 generator Project Base of land in Hehai 9,852,533.55 23,560,475.55 Self finance 33,413,009.10 Road Access System Project 1,060,894.50 265,934.1 Self finance 1,326,828.60 of Electrical Substation Reform of Cylinder 3,736,400.00 990,000.0 Self finance 4,726,400.00 Casting Workshop Japan Dongjiu Molding 7,482,462.30 9,954.0 Self finance 7,492,416.30 Machine Casting Cooling Lines 4,358,974.35 0.0 Self finance 4,358,974.35 89 80t/h Sand Conditioning System of 2,046,153.84 5,393,443.0 Self finance 7,439,596.88 Clay Sand Production Line of 696,769.22 796,307.7 Self finance 1,493,076.90 Crankcase Guard Medium frequency 13,888,888.87 Self finance 13,888,888.87 electric furnace Total 124,828,448.15 65,058,626.93 75,782,361.65 114,104,713.45 Notes of significant changes in construction in progress: naught There was no particular about realizable net value is lower than book value on closing construction in progress, then there was no provision for impairment. There was no particular about closing construction in progress be used for pledged guarantee. 90 (3) Impairment provision of construction in progress □Applicable √ Inapplicable (4) Information of procedures of significant construction in progress □Applicable √ Inapplicable (5) Notes of construction in progress: naught 19. Engineering materials □Applicable √ Inapplicable 20. Clearance of fixed assets □Applicable √ Inapplicable Notes of clearance process of fixed assets with a clearance term of over 1 year since the transfer into fixed assets: Naught 21. Productive biological assets (1) Calculated by cost □Applicable √ Inapplicable (2) Calculated by fair value □Applicable √ Inapplicable 22. Oil and gas assets □Applicable √ Inapplicable 23. Intangible assets (1) Information Unit: RMB Yuan Increase in the reporting Decrease in the reporting Item Opening balance Closing balance period period I. Total original book 117,212,266.30 117,212,266.30 value Land use right 117,212,266.30 117,212,266.30 91 II. Accumulated 28,885,187.96 1,131,733.20 30,016,921.16 amortization Land use right 28,885,187.96 1,131,733.20 30,016,921.16 III. Total net book value of 88,327,078.34 87,195,345.14 intangible assets Land use right 88,327,078.34 87,195,345.14 IV. Total impairment provision Land use right Total book value of 88,327,078.34 87,195,345.14 intangible assets Land use right 88,327,078.34 87,195,345.14 Amortization was of RMB 1,131,733.20 in the reporting period. (2) Company development expense □Applicable √ Inapplicable (3) Information of intangible assets that failed to accomplish certification of property □Applicable √ Inapplicable 24. Goodwill □Applicable √ Inapplicable 25. Long-term amortization expense □Applicable √ Inapplicable Notes of long-term amortization expense: naught 26. Deferred tax assets and liabilities (1) Deferred tax assets and liabilities are not listed as the net value after offset √Applicable □Inapplicable Deferred tax assets and liabilities that already recognized Unit: RMB Yuan Item Closing balance Opening balance Deferred income tax assets: Provision for assets impairment 912,707.32 912,707.32 92 Formation expenses Deductible losses Subtotal 912,707.32 912,707.32 Deferred income tax liabilities: Estimated value of trading financial instruments, derivative financial instruments Fair value changes on available-for-sale financial 71,250,975.00 56,727,375.00 assets that recognized into capital reserves Subtotal 71,250,975.00 56,727,375.00 List of unrecognized deferred income tax assets: naught Unit: RMB Yuan Item Closing balance Opening balance Deductible temporary Deductible losses Total Deductible losses of unrecognized deferred income tax assets will due in the following years Unit: RMB Yuan Year Closing balance Opening balance Remark Total -- Notes: as for those unable to make full recognize on Balance Sheet Date, only the recognized part and due year shall be filled, and notes on the remark column. List of taxable differences and deductible differences items Unit: RMB Yuan Temporary differences amount Item As at period-end As at period-begin Taxable differences items Fair value change on available-for-sale financial 475,006,500.00 378,182,500.00 assets Subtotal 475,006,500.00 378,182,500.00 Deductible differences item Assets impairment provision 6,084,715.45 6,084,715.45 Subtotal 6,084,715.45 6,084,715.45 93 (2) Deferred income tax assets and liabilities are listed as the net value after offset □Applicable √ Inapplicable 27. List of provision for assets impairment Unit: RMB Yuan Opening book Increase in current Decrease in current period Closing book Item balance period Reversal Written off balance I. Provision for bad debt 259,655,493.27 4,222,750.31 263,878,243.58 II. Provision for inventory 18,385,624.17 18,385,624.17 falling price III. Impairment provision of available-for-sale financial assets IV. Impairment provision of held-to-maturity investment V. Impairment provision of 1,254,182.50 1,254,182.50 long-term equity investment VI. Impairment provision of investment property VII. Impairment provision of 14,907,753.01 2,853,380.27 12,054,372.74 fixed assets VIII. Impairment provision of engineering materials IX. Impairment provision of construction in progress X. Impairment provision of productive biological assets Including: mature productive biological assets XI. Impairment provision of oil gas assets XII. Impairment provision of intangible assets XIII. Impairment provision of goodwill XIV. Impairment provision of 14,000,000.00 14,000,000.00 entrusted loan Total 308,203,052.95 4,222,750.31 0.00 2,853,380.27 309,572,422.99 Notes of the list of assets impairment: naught 94 28. Other non-current assets □Applicable √ Inapplicable Notes of other non-current assets: naught 29. Short-term loan (1) Category Unit: RMB Yuan Category Closing balance Opening balance Pledge loan Mortgage loan Guarantee loan 20,000,000.00 37,000,000.00 Credit loan 20,000,000.00 Total 40,000,000.00 37,000,000.00 Notes: there was no particular about mature short-term loan unsettled in the period-end. RMB 20,000,000.00 of subsidiary Changwan on guarantee loan was loan guaranteed by State-own Assets’ Guarantee Co., Ltd. of Wanzhou District, Chongqing and loan of RMB 20,000,000.00 was credit loan of subsidiary Benniu. (2) List of unsettled mature short-term loan □Applicable √ Inapplicable 30. Trading financial liabilities □Applicable √ Inapplicable 31. Notes payable Unit: RMB Yuan Category Closing balance Opening balance Trade acceptance Bank acceptance 314,773,964.00 278,080,000.00 Total 314,773,964.00 278,080,000.00 RMB314,773,964.00 will be due in the next fiscal period. Notes: naught 95 32. Accounts payable (1) Unit: RMB Yuan Item Closing balance Opening balance Operating accounts payable 549,714,548.35 489,580,470.91 Construction accounts payable 14,389,657.21 5,467,766.53 Total 564,104,205.56 495,048,237.44 (2) The accounts payable to shareholders with more than 5% (including 5%) of the voting shares of the Company □Applicable √ Inapplicable Notes of the accounts payable aging over one year: naught 33. Advance from customers (1) Unit: RMB Yuan Item Closing balance Opening balance Advance from customers 68,616,602.09 64,357,833.51 Total 68,616,602.09 64,357,833.51 (2) Advanced from customers from shareholders with more than 5% (including 5%) of the voting shares of the Company □Applicable √ Inapplicable Notes of significant advance from customers aging over one year: naught 34. Payroll payable Unit: RMB Yuan Increase in the reporting Decrease in the reporting Item Opening book balance Closing book balance period period I. Salary, bonus, 39,550,341.74 89,239,914.54 118,273,776.47 10,516,479.81 allowance, subsidy II. Employee welfare 2,287,889.02 2,287,889.02 III. Social insurance 24,892,773.74 24,892,773.74 Including: 16,991,777.76 16,991,777.76 96 Endowment insurance Basic pension 5,356,609.20 5,356,609.20 benefits Unemployment 1,339,549.40 1,339,549.40 insurance Work-related injury 669,354.10 669,354.10 insurance Maternity insurance 535,483.28 535,483.28 IV. Housing fund 6,659,099.00 6,659,099.00 V. Redemption for terminations of labor 64,486.00 64,486.00 contract VI. Others 5,739,934.28 2,651,852.52 1,788,982.56 6,602,804.24 Including: labour union budget and 5,739,934.28 2,651,852.52 1,788,982.56 6,602,804.24 employee education budget Total 45,290,276.02 125,796,014.82 153,967,006.79 17,119,284.05 There was no payroll payable in default. The labor union budget and employee education budget is RMB 6,602,804.24, and the non-monetary benefits are RMB0, as well as the compensation for terminating the labor contract is RMB0. The estimated distribution date and amount as well as other arrangements for payroll payable: naught 35. Taxes payable Unit: RMB Yuan Item Closing balance Opening balance VAT -51,330,912.45 -65,558,386.62 Consumption tax Business tax Corporate income tax 3,492,349.73 813,089.59 Personal income tax 878,989.93 7,886.75 Urban maintenance and construction tax 860,543.45 851,003.62 Property tax 650,489.12 343,678.07 Education surtax 19,896.34 20,690.75 Comprehensive fees 2,473,603.89 2,225,829.00 Total -42,955,039.99 -61,296,208.84 97 Notes of taxes payable: for the taxable income of branch companies and factories approved to be inter-adjusted by their local tax authorities, the Company shall specified their calculation procedure. 36. Interest payable □Applicable √ Inapplicable 37. Dividends payable Unit: RMB Yuan Reason for unsettlement over 1 Name of company Closing balance Opening balance year Common shareholders payable 6,613,134.69 3,243,179.97 Waiting for withdrawal Minority shareholders 648,253.86 648,253.86 Waiting for withdrawal Total 7,261,388.55 3,891,433.83 -- Notes: There was RMB 3,369,954.72 of common shares payable on dividends payable waiting for withdrawal in the reporting period. 38. Other accounts payable (1) Unit: RMB Yuan Item Closing balance Opening balance Other accounts payable 139,653,791.36 128,410,363.38 Total 139,653,791.36 128,410,363.38 (2) Other accounts payable from shareholders with more than 5% (including 5%) of the voting shares of the Company □Applicable √ Inapplicable (3) Notes of the other large amount accounts payable aging over 1 year: naught (4) Notes of other accounts payable with significant amount: mainly of sales rebound and quality claim. 39. Estimated liabilities □Applicable √ Inapplicable 98 40. Non-current liabilities due within 1 year (1) □Applicable √ Inapplicable (2) Long-term loan due within 1 year □Applicable √ Inapplicable (3) Bonds payable due within 1 year □Applicable √ Inapplicable (4) Long-term accounts payable due within 1 year □Applicable √ Inapplicable 41. Other current liabilities Unit: RMB Yuan Item Closing book balance Opening book balance Sewage charge 150,000.00 357,704.00 Electric charge 422,855.41 647,193.56 Other 206,108.22 198,239.83 Total 778,963.63 1,203,137.39 Notes: naught 42. Long-term loan (1) Category □Applicable √ Inapplicable (2) The top five long-term loans □Applicable √ Inapplicable 43. Bonds payable □Applicable √ Inapplicable 99 44. Long-term payable (1) The top five long-term payable □Applicable √ Inapplicable (2) List of the financing lease payable under the long-term loan □Applicable √ Inapplicable 45. Specific payable □Applicable √ Inapplicable 46. Other non-current liabilities Unit: RMB Yuan Items Closing book amount Opening book amount Government subsidies on technological 9,689,900.00 10,087,900.00 projects Compensation for relocation for land in 11,864,289.02 11,864,289.02 Zoucun (Note) Deferred income(Note) 13,010,231.05 13,010,231.05 Total 34,564,420.07 34,962,420.07 Notes of other non-current liabilities: government grants on 863 project was paid to partner. Of which including each government grant pertinent to assets or government grant pertinent to income as well as its closing balance: naught 47. Share capital Unit: RMB Yuan Increase/Decrease (+/-) Opening Capitalization Closing Issuing new balance Bonus shares of public Other Subtotal balance shares reserves Total shares 561,374,326.00 561,374,326.00 48. Treasury stock □Applicable √ Inapplicable Notes of treasury stock: naught 100 49. Special reserves □Applicable √ Inapplicable Notes of special reserves: naught 50. Capital reserves Unit: RMB Yuan Increase in the reporting Decrease in the Item Opening balance Closing balance period reporting period Capital premium (share 153,053,986.32 153,053,986.32 capital premium) Other capital reserves 341,766,262.44 82,300,400.00 424,066,662.44 Total 494,820,248.76 82,300,400.00 577,120,648.76 Notes of capital reserves: There was an increase of RMB 82,300,400.00 on capital reserves in the reporting period, mainly from the change amount of Foton Automobile and Ninghu Expressway—held by the parent company recognized by fair value and their net deferred income tax influence amount. 51. Surplus reserves Unit: RMB Yuan Decrease in current Item Opening balance Increase in current period Closing balance period Legal surplus reserves 263,999,764.47 263,999,764.47 Discretional surplus reserves 13,156,857.90 13,156,857.90 Reserve fund Enterprise development funds Other Total 277,156,622.37 277,156,622.37 52. Provision for general risk □Applicable √ Inapplicable Notes: naught 101 53. Retained profits Unit: RMB Yuan As at 30 Jun. 2012 As at 1 Jan. 2012 Withdrawal or Withdrawal or Item Amount distributed Amount distributed proportion proportion Opening balance of retained 409,368,310.58 -- 360,595,476.29 -- profits before adjustments Adjustments of opening balance of retained profits -- -- (“+” means add, “-” means reduce) Opening balance of retained 409,368,310.58 -- 360,595,476.29 -- profits after adjustments Add: Net profit attributable 29,802,438.47 -- 52,856,879.07 -- to owners of the Company Less: Withdrawal of 4,084,044.78 10% statutory surplus reserves Withdrawal of discretional surplus reserves Withdrawal of provision for general risk Dividend of common stock payable Dividend of common stock converted into share capital Closing retained profits 439,170,749.05 -- 409,368,310.58 -- List of adjustment of opening retained profits: 1) RMB0.00 opening retained profits was affected by retrospective adjustment conducted according to the Accounting Standards for Business Enterprises and relevant new regulations. 2) RMB0.00 opening retained profits was affected by changes on accounting policies. 3) RMB0.00 opening retained profits was affected by correction of significant accounting errors. 4) RMB0.00 opening retained profits was affected by changes in combination scope arising from same control. 5) RMB0.00 opening retained profits was affected totally by other adjustments. 54. Revenue and Cost of Sales (1) Revenue, Cost of Sales Unit: RMB Yuan 102 Item Reporting period Same period of last year Sales of main business 1,567,714,421.37 1,687,334,145.34 Other operating income 31,765,791.38 15,213,963.90 Cost of sales 1,472,951,393.72 1,563,753,985.22 (2) Main business (Classified by industry) √Applicable □Inapplicable Unit: RMB Yuan Reporting period Same period of last year Industry Revenue of sales Costs of sales Revenue of sales Costs of sales Diesels engines and foundry 1,567,714,421.37 1,443,552,908.36 1,687,334,145.34 1,555,379,656.68 fittings Total 1,567,714,421.37 1,443,552,908.36 1,687,334,145.34 1,555,379,656.68 (3)Main business (Classified by product) √Applicable □Inapplicable Unit: RMB Yuan Reporting period Same period of last year Product Revenue of sales Costs of sales Revenue of sales Costs of sales Diesels engines and foundry 1,567,714,421.37 1,443,552,908.36 1,687,334,145.34 1,555,379,656.68 fittings Total 1,567,714,421.37 1,443,552,908.36 1,687,334,145.34 1,555,379,656.68 (4) Main business (Classified by area) √Applicable □Inapplicable Unit: RMB Yuan Reporting period Same period of last year Area Revenue of sales Costs of sales Revenue of sales Costs of sales Eastern China 778,764,744.57 717,087,306.63 796,127,526.19 733,868,014.10 Northeastern China 82,503,124.63 75,968,954.47 76,965,756.62 70,946,808.27 Southwestern China 158,542,506.44 145,986,088.50 146,347,977.89 134,903,135.95 Central China 176,067,223.19 162,122,864.11 221,352,012.26 204,041,634.42 Northern China 89,884,109.80 82,765,372.53 105,072,678.80 96,855,686.55 Northwestern China 72,965,341.01 67,186,554.38 55,953,661.55 51,577,920.79 Southern China 119,240,235.58 109,796,520.67 151,010,033.99 139,200,605.57 103 Export 89,747,136.15 82,639,247.07 134,504,498.04 123,985,851.03 Total 1,567,714,421.37 1,443,552,908.36 1,687,334,145.34 1,555,379,656.68 (5) The revenue of sales from the top five customers Unit: RMB Yuan Customer Main business revenue Proportion of total business revenue (%) SHANDONG WUZHENG (GROUP) CO., 155,076,399.67 9.70 LTD. CHANGZHOU DONGFENG AGRICULTURAL MACHINERY GROUP 107,597,634.48 6.73 CO.,LTD DONGFENG AUTOMOBILE CO., LTD. 87,380,791.64 5.46 LIUZHOU GONGXING 51,453,325.52 3.22 AGRICULTURAL MACHINERY CO. FOTON LOVOL INTERNATIONAL 44,769,119.54 2.80 HEAVY INDUSTRY CO., LTD Total 446,277,270.85 27.90 Notes: naught 55. Revenue from the construction contracts □Applicable √ Inapplicable Notes of revenue from the construction contracts: naught 56. Business tax and surcharges Unit: RMB Yuan Item Reporting period Same period of last year Calculation and payment standard Consumption tax Please refer to Note 3. 1 “Main tax type Business tax 37,500.00 and rate” Urban maintenance and construction Please refer to Note 3. 1 “Main tax type 74,609.66 199,337.89 tax and rate” Education surtax Please refer to Note 3. 1 “Main tax type 49,864.77 113,907.36 and rate” Resources tax Total 161,974.43 313,245.25 -- 104 Notes: naught 57. Gains and losses from changes in fair value Unit: RMB Yuan Source Reporting period Same period of last year Trading financial assets -66,665.37 Including: gains from the changes in fair value of derivative financial instruments Trading financial liabilities Investment property calculated in fair value Other Total -66,665.37 Notes: naught 58. Investment income (1) List of investment income Unit: RMB Yuan Item Reporting period Same period of last year Long-term equity investment income accounted by cost method Long-term equity investment income accounted by 53,526.00 equity method Investment income arising from disposal of long-term equity investments Investment income received from holding of trading financial assets Investment income received from holding of held-to-maturity investments Investment income received from holding of 8,670,000.00 10,115,000.00 available-for-sale financial assets Investment income received from disposal of 230,463.19 167,311.20 trading financial assets Investment income received from holding of held-to-maturity investments Investment income received from available-for-sale financial assets Other 105 Total 8,953,989.19 10,282,311.20 (2) Long-term equity investment income accounted by cost method □Applicable √ Inapplicable (3) Long-term equity investment income accounted by equity method Unit: RMB Yuan Same period of last Name of investee Reporting period Reason for increase/decrease year Changzhou Fuji Changchai Robin 53,526.00 Profits occurred in the reporting period Diesel Engine Co., Ltd. Total 53,526.00 -- 59. Impairment losses Unit: RMB Yuan Item Reporting period Same period of last year I. Bad debts losses 4,222,750.31 428,540.71 II. Inventory falling price losses III. Impairment losses of available-for-sale financial assets IV. Impairment losses of held-to-maturity of investment V. Impairment losses of long-term equity investment VI. Impairment losses of investment property VII. Impairment losses of fixed assets VIII. Impairment losses of engineering materials IX. Impairment loss of construction in progress X. Impairment losses of productive biological assets XI. Impairment losses of oil and gas assets XII. Impairment losses of intangible assets XIII. Impairment losses of goodwill XIV. Other Total 4,222,750.31 428,540.71 106 60. Non-operating gains (1) Unit: RMB Yuan Item Reporting period Same period of last year Total gains from disposal of non-current assets 3,055,944.89 157,337.81 Including:Gains from disposal of fixed assets 3,055,944.89 157,331.81 Gains from disposal of intangible assets Gains from debt reconstruction Gains from non-monetary assets exchange Acceptance of donations Government grants 1,600,000.00 5,922,000.00 Disposal of current assets income 2,208,378.00 2,724,753.55 Other 245,617.95 198,496.97 Total 7,109,940.84 9,002,588.33 (2) List of government grants Unit: RMB Yuan Item Reporting period Same period of last year Note Special funds for the development 1,600,000.00 Government grants pertinent to income of five main industries Other awards and subsidies 5,922,000.00 Government grants pertinent to income Total 1,600,000.00 5,922,000.00 -- Notes: no 61. Non-operating expenses Unit: RMB Yuan Item Reporting period Same period of last year Loss on disposal of non-current assets 601,158.15 679.50 Including: Loss on disposal of fixed assets 601,158.15 679.50 Loss on disposal of intangible assets Loss on debt reconstruction Loss on exchange of non-monetary assets External donation 107 Flood control and security funds 1,585,294.37 1,683,572.06 Loss on disposal of current assets 11,023.45 670,195.29 Other 581,742.83 21,583.74 Total 2,779,218.80 2,376,030.59 Notes: naught 62. Income tax expense Unit: RMB Yuan Item Reporting period Same period of last year Current income tax expense accounted by tax and relevant 5,506,929.91 9,631,166.60 regulations Adjustment of income tax Total 5,506,929.91 9,631,166.60 63. Calculation process of basic EPS and diluted EPS The calculation process of basic EPS of the Company from Jan. to Jun. in 2012 is specified in the following table: Item Amount Calculation of basic EPS and diluted EPS (Ⅰ) Numerator Net profit after tax 30,021,528.08 Adjustment: influence of preference share dividends and other tools Gains/losses attributable to ordinary share holders of parent company in 29,802,438.47 the calculation of basic EPS Adjustment: dividends and interest related to dilution potential ordinary shares Gain/loss changes caused by conversion of dilution potential ordinary shares Gains/losses attributable to ordinary share holders of parent company in 29,802,438.47 the calculation of diluted EPS (Ⅱ) Denominator Weighted average number of common shares issued in the reporting 561,374,326 period in the calculation of basic EPS Add: weighted average number of common shares converted from all 108 delusion potential common shares Weighted average number of common shares issued in the reporting 561,374,326 period in the calculation of diluted EPS (Ⅲ) EPS Basic EPS Net profit attributable to common share holders of the Company 0.05 Net profit attributable to common share holders of the Company after 0.05 deducting non-recurring gains/losses Diluted EPS Net profit attributable to common share holders of the Company 0.05 Net profit attributable to common share holders of the Company after 0.05 deducting non-recurring gains/losses 64. Other comprehensive income Unit: RMB Yuan Item Reporting period Same period of last year 1. Profits/(losses) from available-for-sale financial assets 96,824,000.00 -250,046,500.00 Less: Effects on income tax generating from available-for-sale 14,523,600.00 -37,506,975.00 financial assets Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period Subtotal 82,300,400.00 -212,539,525.00 2. Interests in the investee entities’ other comprehensive income as per equity method Less: Effects on income tax generating from the interests in the investee entities’ other comprehensive income as per equity method Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period Subtotal 3. Profits/(losses) from cash flow hedging instrument Less: Effects on income tax generating from cash flow hedging instrument Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period 109 The adjustment value that is the converted initial recognition amount of arbitrage project Subtotal 4. Converted amount of foreign currency financial statements -1,481.92 Less: Net value of disposal of oversea operations that recognized into current profit and loss Subtotal -1,481.92 5. Other Less: Effects on income tax generating from the others that included into other comprehensive income Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period Subtotal Total 82,298,918.08 -212,539,525.00 Notes: the gain/loss from financial assets available for sale in the reporting period came from the income from the fair value changes on available-for-sale—shares of Foton Automobile and Ninghu Expressway—held by the parent company. 65. Notes of Cash Flow Statement (1) Other cash received relevant to operating activities Unit: RMB Yuan Item Amount Subsidies and grants 1,600,000.00 Interest income 7,259,870.25 Cash received from other activities 7,652,538.03 Total 16,512,408.28 Notes: naught (2) Other cash paid relevant to operating activities Unit: RMB Yuan Item Amount Various kinds of office expenses 4,447,716.17 Expense on transportation and repair 11,982,886.54 Expenses on promotion and guarantee for repair, replacement and refund 19,657,987.17 Cash paid for other activities 3,398,340.37 110 Total 39,486,930.25 Notes: naught (3) Other cash received relevant to investment activities Unit: RMB Yuan Item Amount Total Notes: naught (4) Other cash paid relevant to investment activities Unit: RMB Yuan Item Amount Xuzhou East China Casting General Factory 6,000,000.00 Huachi Casting Factory 4,000,000.00 Total 10,000,000.00 Notes: The above item was money on call to Xuzhou East China Casting General Factory in the reporting period. (5) Other cash received relevant to financing activities Unit: RMB Yuan Item Amount Total Notes: naught (6) Other cash paid relevant to financing activities Unit: RMB Yuan Item Amount Total Notes: naught 111 66. Supplemental information for Cash Flow Statement (1) Supplemental information for Cash Flow Statement Supplementary Amount of this period Amount of last period 1. Reconciliation of net profit to net cash flows generated -- -- from operations: Net profit 30,021,528.08 37,926,983.39 Add: Provision for assets impairments 4,222,750.31 Depreciation of fixed assets, oil-gas assets and productive 26,442,971.71 biological assets 28,962,939.75 Amortization of intangible assets 1,131,733.20 1,178,945.43 Amortization of long-term deferred expense Losses/gains on disposal of property, intangible asset and -140,834.57 other long-term assets (gains: negative) -2,454,786.74 Losses/gains on scrapped of fixed assets (gains: negative) Losses/gains from variation of fair value (gains: negative) 66,665.37 Financial cost (income: negative) 1,018,671.35 1,514,137.84 Investment loss (gains: negative) -8,900,463.19 -10,115,000.00 Decrease in deferred tax assets (increase: negative) Increase in deferred tax liabilities (decrease: negative) 14,523,600.00 -37,506,975.00 Decrease in inventory (increase: negative) 83,599,474.53 59,492,230.01 Decrease in accounts receivable from operating activities -85,978,757.50 (increase: negative) -54,264,989.36 Increase in accounts payable from operating activities -41,365,057.00 (decrease: negative) 110,008,700.70 Others Net cash flows generated from operating activities 207,869,158.63 -48,652,001.52 2. Significant investing and financing activities without -- -- involvement of cash receipts and payments Debt converted into capital Convertible company bonds due within 1 year Financing leased fixed assets 3. Change of cash and cash equivalent: -- -- Closing balance of Cash 559,067,112.03 686,687,180.70 Less: opening balance of cash 470,293,043.20 763,106,649.01 112 Plus: closing balance of cash equivalent Less: opening balance of cash equivalents The net increase in cash and cash equivalents 88,774,068.83 -76,419,468.31 (2)Relevant information of acquisition or disposal of subsidiaries and other operation entities in the reporting period □ Applicable √ Inapplicable (3)Composition of cash and cash equivalents Unit: RMB Yuan Item Reporting period Same period of last year I. Cash 559,067,112.03 470,293,043.20 Including: Cash on hand 563,489.03 1,512,744.56 Bank deposit on demand 558,503,623.00 468,780,298.64 Other monetary funds on demand Central Bank deposit on demand Due from banks Call loan to banks II. Cash equivalents Including: bond investments due in three months III. Closing balance of cash and cash equivalents 559,067,112.03 470,293,043.20 Notes: Naught 67. Notes to statement of changes in owners’ equity □ Applicable √ Inapplicable (VIII) Accounting treatment of assets securitization business 1. Notes of main trade arrangement and its accounting treatment of assets securitization business as well as articles of bankruptcy remote □ Applicable √ Inapplicable 2. Main information about the special purpose entities in which the Company has no control right but bears □ Applicable √ Inapplicable (IX) Related Parties and Related-party Transactions 1. Information of the parent company of the Company Unit: RMB 0’000 Parent Relationsh Business Registered Legal Business Registered The parent The parent The Organizati company ip Type place Representa nature Capital company's company's ultimate on Code 113 tive shareholdi voting controlling ng (%) right (%) party of the Company State-owne d Assets Supervisio n and Administra Controllin tion Governme g Changzho 01411025- Commissi nt 30.02 30.02 shareholde u 1 on of authority r Changzho u Municipal Governme nt Particular about the parent company of the Company: The State-owned Assets Supervision and Administration Commission of Changzhou Municipal Government is the actual controller of the Company, which held 30.02% equities of the Company (state-owned equities) as at 30 Jun. 2012. 2. Information of subsidiaries of the Company Unit: RMB 0’000 Percentage Legal Percentage Business Registered Business Registered of Organizatio Full name Type representati of voting type place nature capital Shareholdin n code ve right (%) g (%) Changchai Changchai Wanzhou Company Wanzhou Controlled Chongqing Diesel with limited Yin Lihou Diesel 3,500 60 60 20793370-5 subsidiary City Engine Co., liability Engine Co., Ltd. Ltd. Changzhou Changzhou Changchai Changchai Benniu Company Benniu Controlled Changzhou Cao Diesel with limited Diesel 3,378.64 75 75 25083232-8 subsidiary City Weiping Engine liability Engine Fittings Co., Fittings Co., Ltd. Ltd. Changzhou Wholly-ow Company Changzhou Shi Changzhou 3000 100 100 55027547-1 Housheng ned with limited City Jianchun Housheng 114 Investment subsidiary liability Investment Co., Ltd. Co., Ltd. Chansun Wholly-ow Company Chansun Shi USD Internationa ned with limited Singapore Internationa 100 100 Jianchun 200,000 l (Pte.) Ltd. subsidiary liability l (Pte.) Ltd. 115 3. Information of joint ventures and associated enterprises Unit: RMB 0’000 Total sales Percentage Net profit in Legal Percentage Total Total Total of revenue Name of Business Registered Business Registered of the Relationshi Organizatio representati of voting closing closing closing net in the investee type address nature capital shareholdin reporting p n code ve rights (%) assets liabilities assets reporting g (%) period period I. Joint -- -- -- -- -- -- -- -- -- -- -- -- -- -- ventures II. Associated -- -- -- -- -- -- -- -- -- -- -- -- -- -- enterprises Changzhou Fuji Changchai Company Shijing USD 4.5 Associated Robin with limited Changzhou Industry 33 33 8241.09 2609.83 5631.26 9316.60 16.22 71497547-5 Qijie million enterprise Diesel liability Engine Co., Ltd. Beijing Tsinghua Company Chen RMB 10 Associated Investment with limited Beijing Service 25 25 218.77 203.49 15.28 700233059 Zhangwu million enterprise Managemen liability t Co., Ltd. 116 4. Information of other related parties of the Company □ Applicable √ Inapplicable Notes: Naught 5. Related-party transactions (1) Purchase of goods and acceptance of service □ Applicable √ Inapplicable (2)Information of related party trust/contract □ Applicable √ Inapplicable (3)Information of related-party lease □ Applicable √ Inapplicable (4)Information of related-party guarantee □ Applicable √ Inapplicable (5)Related-party call loan □ Applicable √ Inapplicable (6)Information about assets transfer, debt reorganization of related parties □ Applicable √ Inapplicable 6. Amounts due from/to related parties Applicable √ Inapplicable (X) Share-based Payment Applicable √ Inapplicable (XI) Contingency 117 1. Contingent liabilities and its financial effect arising from unsettled litigation or arbitration Basic Amount involved Trial result and Execution of the Disclosure date Type of the information in the Progress of the Serial No. of the Party with joint influence of the judge of the of the relevant Complainant Respondent lawsuit/arbitratio about the lawsuit/arbitratio lawsuit/arbitratio relevant interim responsibility lawsuit/arbitratio lawsuit/arbitratio interim n lawsuit/arbitratio n (RMB Ten n announcement n n announcement n thousand) Changchai In the process of Shandong Hongli Company, 1436 liquidation and Group Co., Ltd. Limited bankruptcy Changzhou 31 Dec. 2011 2011-015 Changchai Changchai In the process of 13 Apr. 2012 2012-003 Company, Benniu Diesel retrial, with no Limited Engine Fittings judge yet 5 May 2012 2012-008 Co., Ltd Details of the significant lawsuits and arbitrations: 1. 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 bankruptcy procedure. 2. Changchai Benniu Diesel Engine Fittings Co., Ltd. (Changchai Benniu) is the controlled subsidiary of the Company with a register capital of RMB 33,786,400, of which the Company invested RMB 25,339,800, accounting for 75% of the total register capital, while the natural person of Qiang Jinlong invested RMB 8,446,600, accounting for 25% of the total register capital. In accordance with the provisions of Articles of Association of the Company, the term of operation of Changchai Benniu Diesel Engine Fittings Co., Ltd. was from 17 Jun. 1996 to 16 Jun. 2011. Changchai Benniu Diesel Engine Fittings Co., Ltd. convened the First Special Shareholders’ General Meeting for 2011 on 19 Jul. 2011, at which reviewed the Proposal on Extending the Term of Operation and Revising the Articles of Association for Changchai Benniu Diesel Engine Fittings Co., Ltd., making a Resolution on Extending the Term of Operation from 17 Jun. 2011 to 16 Jun. 2026 for Changchai Benniu Diesel Engine Fittings Co., Ltd.. The Company believes that the resolution is effective, which has a restraint on the shareholders. However, the third party of Qiang Jinlong always denies the effectiveness of the resolution made at 118 the session. Therefore, the Company sued to Changzhou Wujin District People’s Court on 28 Dec. 2011, appealing the court to confirm the effectiveness and legality of the resolution made at the First Special Shareholders’ General Meeting for 2011, extending the term of operation to 16 Jun. 2026 for Changchai Benniu Diesel Engine Fittings Co., Ltd.. On 9 Apr. 2012, Changzhou Wujin District People’s Court issued a Civil Judgment ([2012] WSC Zi No. 25), deciding that it was in line with relevant laws and regulation for the appeal of the Company on confirming the effectiveness and legality of the resolution made at the First Special Shareholders’ General Meeting for 2011 convened by Changchai Benniu Diesel Engine Fittings Co., Ltd. on 19 Jul. 2011, thus the court supported it. And it was legal and effective for the resolution made at the shareholders’ general meeting, which was about “the original Article 4 of the Articles of Association stipulated the term of joint operation with shareholders was from 17 Jun. 1996 to 16 Jun. 2011, and now extending the term for 15 years, i.e. from 17 Jun. 2011 to 16 Jun. 2026”. Changzhou Wujin Administration for Industry & Commerce issued the Business License for Enterprise of Changchai Benniu Diesel Engine Fittings Co., Ltd. on 20 Apr. 2012, with the term of operation from 17 Jun. 1996 to 16 Jun. 2026. Qiang Jinlong refused to accept the court decision as final. He appealed to Changzhou Intermediary People’s Court, which opened a court session on 27 Jun. 2012 to try this case. No verdict has been reached so far. 119 2. Contingent liabilities and its financial effect arising from loan guarantee offered to other companies Applicable √ Inapplicable (XII) Commitments 1. Significant commitments Applicable √ Inapplicable 2. Fulfillment of previous commitments Applicable √ Inapplicable (XIII)Events after the Balance Sheet Date Applicable √ Inapplicable (XIV)Notes of other significant events 1. Exchange of non-monetary assets Naught 2. Debt reorganization Naught 3. Business combination Naught 4. Lease Naught 5. Closing financial instruments that externally issued and convertible into shares Naught 6. Main content and significant changes of annuity plan Naught 7. Other significant events Naught (XV) Notes of main items in the financial statements of the Company 1. Accounts receivable (1) Accounts receivable Unit: RMB Yuan Closing balance Opening balance Book balance Provision for bad debts Balance Provision for bad debts Category Propo Proporti Proporti Proporti Amount rtion Amount Amount Amount on (%) on (%) on (%) (%) Accounts receivable with 62,968,988.61 9.79 44,205,382.69 70.20 66,878,836.94 12.02 45,845,217.26 68.55 120 significant single amount and individually withdrawn bad debt provision Aging groups 579,760,662.19 90.14 188,103,335.66 32.44 489,715,505.50 87.98 184,955,597.87 37.77 Subtotal of the groups 579,760,662.19 90.14 188,103,335.66 32.44 489,715,505.50 87.98 184,955,597.87 37.77 Accounts receivable with insignificant single amount but individually 460,313.32 0.07 460,313.32 100 withdrawn bad debt provision Total 643,189,964.12 100 232,769,031.67 36.14 556,594,342.44 100.00 230,800,815.13 41.47 Please fill the name of groups. Proportion in the book value was calculated by dividing the total amount of accounts receivable from the closing amount of such accounts receivable, while the proportion of provision for bad debts was calculated by dividing the closing amount of accounts receivable from the withdrawal amount of such accounts receivable at period-end. Notes to category of accounts receivable: Accounts receivable with significant single amount and individually withdrawn bad debt provision at period-end √ Applicable □ Inapplicable Unit: RMB Yuan Withdrawal Content of accounts receivable Book balance Bad debts provision Withdrawal reason proportion ANHUI FEICAI VEHICLE CO.,LTD. 6,215,662.64 6,186,873.74 99.54 Difficult to recover HEILONGJIANG PROVINCE COAST 2,584,805.83 2,584,805.83 100.00 Difficult to recover IMPORT & EXPORT CORP,LTD. ZHEJIANG SANLIAN AGRICULTURAL MACHINERY CO., 1,902,326.58 100.00 Difficult to recover LTD. 1,902,326.58 FUPING WEIPING AGRICULTURAL 5,429,151.00 100.00 Difficult to recover MACHINERY CO., LTD. 5,429,151.00 Part of accounts CHANGCHAI WANZHOU DIESEL 46,837,042.56 28,102,225.54 60.00 receivable were ENGINE CO., LTD. difficult to recover Total 62,968,988.61 44,205,382.69 70.20 -- In the groups, accounts receivable adopting aging analysis method to withdraw bad debt provision: √ Applicable □ Inapplicable Unit: RMB Yuan Aging Closing balance Opening balance 121 Book balance Book balance Proporti Bad debt provision Proporti Bad debt provision Amount Amount on (%) on (%) Within 1 year Including: -- -- -- -- -- -- Within 1 year 394,697,641.98 68.08 10,634,921.62 303,484,806.74 61.97 6,069,696.14 Subtotal for those aging 394,697,641.98 68.08 10,634,921.62 303,484,806.74 61.97 6,069,696.14 within 1 year 1-2 years 2,005,739.74 0.35 101,763.49 1,745,307.45 0.36 87,265.37 2-3 years 6,102,671.39 1.05 921,099.91 6,071,399.89 1.24 910,709.98 Over 3 years 176,954,609.08 30.52 176,445,550.65 178,413,991.42 36.43 177,887,926.38 3-4 years 301,098.36 0.05 91,830.36 248,284.39 0.05 74,485.32 4-5 years 786,159.96 0.14 486,369.53 880,664.92 0.18 528,398.95 Over 5 years 175,867,350.76 30.33 175,867,350.76 177,285,042.11 36.20 177,285,042.11 Total 579,760,662.19 100.00 188,103,335.67 489,715,505.50 100.00 184,955,597.87 In the groups, accounts receivable adopting balance percentage method to withdraw bad debt provision: □Applicable √ Inapplicable In the groups, accounts receivable adopting other methods to withdraw bad debt provision: □Applicable √ Inapplicable Accounts receivable with insignificant single amount but individually withdrawn bad debt provision at period-end: □Applicable √ Inapplicable Withdrawal Content of accounts receivable Book balance Bad debts provision Withdrawal reason proportion MENGCHENG XINGNONG AGRICULTURAL MACHINERY CO., 233,100.00 233,100.00 100.00 Difficult to recover LTD. HENGYANG HENGFA TRACTOR 227,213.32 227,213.32 100.00 Difficult to recover MANUFACTURING CO., LTD. Total 460,313.32 460,313.32 100 (2)Information of accounts receivable reversed or recovered in the reporting period □Applicable √ Inapplicable The withdrawal of bad debt provision of accounts receivable with significant single amount or insignificant single amount but individually made impairment test at the end of reporting period: 122 Applicable √ Inapplicable Notes to accounts receivable with insignificant single amount but large risks of groups after grouping by credit risks characteristics: □Applicable √ Inapplicable (3)Information of accounts receivable that written off in the reporting period □Applicable √ Inapplicable (4)Information of shareholders with more than 5% (including 5%) of the voting shares of the Company in accounts receivable in reporting period □Applicable √ Inapplicable (5)Nature or content of other accounts receivable with significant amount □Applicable √ Inapplicable (6) Top five accounts receivable Unit: RMB Yuan Name of company Relationship Amount Term Proportion (%) CHANGZHOU DONGFENG AGRICULTURAL Customer 57,976,571.41 Within 1 year 9.01 MACHINERY GROUP CO.,LTD SHANDONG WUZHENG Customer 52,833,531.80 Within 1 year 8.21 (GROUP) CO., LTD. CHANGCHAI WANZHOU Within 4 years and DIESEL ENGINE CO., Controlled subsidiary 46,837,042.56 7.28 over 5 years LTD. DONGFENG Customer 43,709,397.96 Within 1 year 6.80 AUTOMOBILE CO., LTD. SHENYANG JINBEI VEHICLE Customer 24,776,779.12 Within 1 year 3.85 MANUFACTURING CO., LTD. Total -- 226,133,322.85 -- 35.16 123 (7) Accounts receivable due from related parties Unit: RMB Yuan Name of company Relationship Amount Proportion (%) CHANGCHAI WANZHOU Controlled subsidiary 46,837,042.56 7.28 DIESEL ENGINE CO., LTD. Total -- 46,837,042.56 7.28 RMB0.00 was transferred from the accounts receivable not meeting the conditions of termination recognition. (9) If securitization is carried out on accounts receivable as the underlying asset, please brief on the arrangement of relevant transactions. □Applicable √ Inapplicable 2. Other accounts receivable (1) Other accounts receivable Unit: RMB Yuan Closing balance Opening balance Provision for bad Book balance Provision for bad debts Book balance debts Category Propo Propo Propo Propo Amount rtion Amount rtion Amount rtion Amount rtion (%) (%) (%) (%) Other accounts receivable with significant single amount and individually 4,504,630.68 4.92 4,356,216.87 96.71 4,504,630.68 10.91 4,356,216.87 96.71 withdrawn bad debt provision Other accounts receivable for which bad debt provisions are made on the group basis Aging groups 85,144,692.13 92.89 26,660,454.23 31.31 34,767,149.41 84.22 25,755,114.80 74.08 Subtotal of the groups 85,144,692.13 92.89 26,660,454.23 31.31 34,767,149.41 84.22 25,755,114.80 74.08 Other accounts receivable with insignificant single amount but individually 2,010,948.16 2.19 1,969,759.64 97.95 2,010,948.16 4.87 1,969,759.64 97.95 withdrawn bad debt provision Total 91,660,270.97 100.0 32,986,430.74 35.99 41,282,728.25 100.0 32,081,091.31 71.34- 124 0 0- - Notes of category: Other accounts receivable with significant single amount and individually withdrawn bad debt provision at period-end: √ Applicable □ Inapplicable Unit: RMB Yuan Content of other accounts Book balance Bad debts provision Withdrawal proportion Withdrawal reason receivable Changchai Group Import & Export Co., 2,853,188.02 2,853,188.02 100.00 Difficult to recover Ltd. Other customers 1,651,442.66 1,503,028.85 91.01 Difficult to recover Total 4,504,630.68 4,356,216.87 -- In the groups, other accounts receivable adopting balance percentage method to withdraw bad debt provision: √ Applicable □ Inapplicable Unit: RMB Yuan Closing balance Opening balance Book balance Book balance Aging Proporti Bad debt provision Proporti Bad debt provision Amount Amount on (%) on (%) Within 1 year Including: -- -- -- -- -- -- Within 1 year 58,101,898.54 68.24 1,813,216.74 7,120,144.87 20.48 142,402.89 Subtotal for those aging 58,101,898.54 68.24 1,813,216.74 7,120,144.87 20.48 142,402.89 within 1 year 1-2 years 1,259,469.31 1.48 63,496.03 1,019,076.16 2.93 50,953.81 2-3 years 1,096,349.75 1.29 167,309.15 1,186,903.70 3.41 178,035.56 Over 3 years 24,686,974.53 28.99 24,616,432.31 25,441,024.68 73.18 25,383,722.54 3-4 years 93,734.94 0.11 28,543.61 80,530.00 0.23 24,159.00 4-5 years 13,875.28 0.02 8,524.39 2,327.86 0.01 1,396.72 Over 5 years 24,579,364.31 28.87 24,579,364.31 25,358,166.82 72.94 25,358,166.82 Total 85,144,692.13 100.00 26,660,454.23 34,767,149.41 100 25,755,114.80 In the groups, other accounts receivable adopting balance percentage method to withdraw bad debt provision: □Applicable √ Inapplicable In the groups, other accounts receivable adopting other methods to withdraw bad debt provision: 125 □Applicable √ Inapplicable Other accounts receivable with insignificant single amount but individually withdrawn bad debt provision at period-end: √ Applicable □ Inapplicable Unit: RMB Yuan Content Book balance Provision for bad debts Withdrawal proportion Reason Jie Hua mechanical and electrical limited 377,033.06 377,033.06 100 company of Anhui Wuxi tank factory 205,095.61 205,095.61 100 Of small amount that Other 1,428,819.49 1,387,630.97 97.12 difficult to recover Total 2,010,948.16 1,969,759.64 97.95 -- (2)Information of other accounts receivable reversed or recovered in the reporting period □Applicable √ Inapplicable The withdrawal of bad debt provision of other accounts receivable with significant single amount or insignificant single amount but individually made impairment test at the end of reporting period: □Applicable √ Inapplicable Notes to other accounts receivable with insignificant single amount but large risks of groups after grouping by credit risks characteristics: □Applicable √ Inapplicable (3)Information of the write-off other accounts receivable □Applicable √ Inapplicable (4) The other accounts receivable due from shareholders with more than 5% (including 5%) of the voting shares of the Company in the reporting period □Applicable √ Inapplicable (5)Nature or content of other accounts receivable with significant amount □Applicable √ Inapplicable (6) Top five other accounts receivable Unit: RMB Yuan Name of company Relationship Amount Term Proportion (%) Changchai Benniu Diesel Controlled subsidiary 50,000,000.00 Within 1 year 54.55 126 Engine Fittings Co., Ltd Changzhou Vehicles Co., Customer 3,879,038.74 Over 5 years 4.23 Ltd. Changzhou Compressor Customer 2,940,000.00 Over 5 years 3.21 Plant Changchai Group Import & Export Co., Customer 2,853,188.02 Over 5 years 3.11 Ltd. Changzhou xinsheng Property Management Customer 2,040,136.61 Over 5 years 2.23 Limited Total -- 61,712,363.37 67.33 (7) Other account receivable due from related parties Unit: RMB Yuan Name of company Relationship Amount Proportion (%) Changchai Benniu Diesel Controlled subsidiary 50,000,000.00 54.55 Engine Fittings Co., Ltd Total -- (8) RMB 0 was transferred from the other accounts receivable not meeting the conditions of termination recognition. (9) If securitization is carried out on the other accounts receivable as the underlying asset, please brief on the arrangement of relevant transactions. □Applicable √ Inapplicable 3. Long-term equity investments Unit: RMB Yuan Explanati ons on Withdraw difference al amount s between of Cash Sharehold Voting Provision Accounti Initial sharehold impairme bonus in Opening Increase/ Closing ing right for The investee ng investmen ing nt the balance decrease balance Proportio Proportio impairme method t cost proportio provision reporting n n nt loss n and in the period voting reporting right period proportio 127 n Changchai Wanzhou Cost 21,000,00 21,000,00 21,000,00 60 60 Diesel Engine method 0.00 0.00 0.00 Co., Ltd Changchai Benniu Diesel Cost 25,339,80 25,339,80 25,339,80 75 75 Engine Fittings method 0.00 0.00 0.00 Co., Ltd Changzhou Housheng Cost 30,000,00 30,000,00 30,000,00 100 100 Investment Co., method 0.00 0.00 0.00 Ltd. Chansun Cost 1,278,440 1,278,440 1,278,440 International 100 100 method .00 .00 .00 (Pte.) Ltd. Changzhou Fuji Changchai Equity 12,294,54 18,563,41 18,616,94 53,526.00 33 33 Robin Gasoline method 6.00 4.34 0.34 Engine Co., Ltd. Beijing Tsinghua Industrial Equity 2,500,000 25 25 44,182.50 Investment method .00 Management Co., Ltd. Cost 38,000,00 38,000,00 38,000,00 Jiangsu Bank method 0.00 0.00 0.00 Cost 410,000.0 410,000.0 Others method 0 0 130,822,7 134,181,6 134,235,1 454,182.5 Total 53,526.00 86.00 54.34 80.34 0 Notes: Naught 4. Revenue and Cost of Sales (1) Revenue, Cost of Sales Unit: RMB Yuan Item Reporting period Same period of last year Main business revenue 1,584,511,791.72 1,683,572,061.75 Other business revenue 22,548,367.02 15,213,963.90 Cost of sales 1,496,934,202.57 1,576,529,249.38 128 Total (2)Main business (Classified by industry) √ Applicable □ Inapplicable Unit: RMB Yuan Reporting period Same period of last year Industry Revenue of sales Cots of sales Revenue of sales Cots of sales Diesels engines and foundry 1,584,511,791.72 1,478,749,466.30 1,683,572,061.75 1,568,154,920.84 fittings Total 1,584,511,791.72 1,478,749,466.30 1,683,572,061.75 1,568,154,920.84 (3) Main business (Classified by product) √ Applicable □ Inapplicable Unit: RMB Yuan Reporting period Same period of last year Product Revenue of sales Cots of sales Revenue of sales Cots of sales Diesels engines and foundry 1,584,511,791.72 1,478,749,466.30 1,683,572,061.75 1,568,154,920.84 fittings Total 1,584,511,791.72 1,478,749,466.30 1,683,572,061.75 1,568,154,920.84 (4) Main business (Classified by area) √ Applicable □ Inapplicable Unit: RMB Yuan Reporting period Same period of last year Area Revenue of sales Cots of sales Revenue of sales Cots of sales East China 778,764,744.58 726,784,083.54 796,127,526.18 741,549,070.67 Northwest China 82,503,124.63 76,996,240.83 76,965,756.62 71,689,375.65 Western China 175,339,876.79 163,636,364.58 142,585,894.30 132,810,930.32 Central China 176,067,223.19 164,315,162.36 221,352,012.26 206,177,243.70 North China 89,884,109.80 83,884,563.11 105,072,678.80 97,869,430.16 Northwest China 72,965,341.01 68,095,081.17 55,953,661.55 52,117,763.00 South China 119,240,235.58 111,281,238.58 151,010,033.99 140,657,553.83 Overseas 89,747,136.15 83,756,732.12 134,504,498.04 125,283,553.51 Total 1,584,511,791.72 1,478,749,466.30 1,683,572,061.75 1,568,154,920.84 (5) Revenue of sales from the top five customers Unit: RMB Yuan Proportion of Customers Total revenue of sales total revenue of 129 sales (%) SHANDONG WUZHENG (GROUP) CO., LTD. 155,076,399.67 9.65 CHANGZHOU DONGFENG AGRICULTURAL MACHINERY GROUP 107,597,634.48 6.70 CO.,LTD DONGFENG AUTOMOBILE CO., LTD. 87,380,791.64 5.44 LIUZHOU GONGXING AGRICULTURAL MACHINERY CO., LTD. 51,453,325.52 3.20 FOTON LOVOL INTERNATIONAL HEAVY INDUSTRY CO., LTD. 44,769,119.54 2.79 Total 446,277,270.85 27.78 Notes: Naught 5. Investment income (1)List of investment income Unit: RMB Yuan Item Reporting period Same period of last year Long-term equity investment income accounted by cost method Long-term equity investment income accounted by equity 53,526.00 method Investment income arising from disposal of long-term equity investments Investment income received from holding of trading financial assets Investment income received from holding of held-to-maturity investments Investment income received from holding of 8,670,000.00 10,115,000.00 available-for-sale financial assets Investment income received from disposal of trading financial assets Investment income received from holding of held-to-maturity investments Investment income received from available-for-sale financial assets Other Total 8,723,526.00 10,115,000.00 (2)Long-term equity investment income accounted by cost method □Applicable √ Inapplicable (3) Long-term equity investment income accounted by equity method Unit: RMB Yuan Name of investee Reporting period Same period of last Reason for increase/decrease YoY 130 year Changzhou Fuji Changchai Robin Gasoline 53,526.00 Profits gained in the reporting period Engine Co., Ltd. Total 53,526.00 -- 6. Supplemental information of Cash Flow Statement Unit: RMB Yuan Supplemental information Reporting period Same period of last year 1. Reconciliation of net profit to net cash flows generated from -- -- operations: Net profit 27,197,187.46 34,656,754.91 Add: Provision for assets impairments 2,873,555.97 Depreciation of fixed assets, oil and gas assets and productive 23,351,213.10 biological assets 25,549,673.21 Amortization of intangible assets 1,103,467.86 1,178,945.43 Amortization of long-term deferred expense Losses/gains on disposal of property, intangible asset and other -156,658.31 long-term assets (gains: negative) -2,486,257.01 Losses/gains on scrapped of fixed assets (gains: negative) Losses/gains from variation of fair value (gains: negative) Financial cost (income: negative) 398,046.85 1,339,506.77 Investment loss (gains: negative) -8,723,526.00 -10,115,000.00 Decrease in deferred tax assets (increase: negative) Increase in deferred tax liabilities (decrease: negative) 14,523,600.00 -37,506,975.00 Decrease in inventory (increase: negative) 85,719,767.23 80,806,096.19 Decrease in accounts receivable from operating activities (increase: -90,425,683.45 negative) -40,478,299.24 Increase in accounts payable from operating activities (decrease: -56,510,856.76 negative) 78,892,368.22 Others Net cash flows generated from operating activities 184,569,584.55 -53,382,657.12 2. Significant investing and financing activities without -- -- involvement of cash receipts and payments Debt converted into capital Convertible company bonds due within 1 year Financing leased fixed assets 3. Change of cash and cash equivalent: -- -- 131 Closing balance of cash 479,861,904.51 652,410,923.04 Less: opening balance of cash 440,239,150.22 727,580,790.13 Plus: closing balance of cash equivalent Less: opening balance of cash equivalents The net increase in cash and cash equivalents 39,622,754.29 -75,169,867.09 7. Information of assets and liabilities recognized by evaluation value from the counter purchase □Applicable √ Inapplicable (XVI)Supplemental information 1. Return on equity and earnings per share Unit: RMB Yuan The weighted average ROE EPS Profit in the reporting period (%) Basic EPS Diluted EPS Net profit attributable to the Company's 1.66 0.05 0.05 common stock shareholders Net profit attributable to shareholders of the Company's common stock after deducting 1.41 0.05 0.05 non-recurring gains and losses 2. Particulars on the abnormal conditions of main items in the financial statements of the Company and relevant reasons (1)Other accounts receivable Amount at the period-end increased RMB 11,026,900 over the period-begin, with an increase of 99.68%, mainly because the Company’s subsidiary—Changzhou Housheng Investment Co., Ltd. provided temporary loan to its supplier of Xuzhou East China Casting General Factory. (2) Payroll payable Amount at the period-end decreased RMB 28,171,000 over the period-begin, with a decrease of 62.2%, mainly because the salaries and bonus withdrawn in last period have been largely paid in the reporting period. (3) Dividends payable Amount at the period-end increased RMB 3,361,000 over the period-begin, with an increase of 86.6%, mainly because part of dividends distributed in the reporting period have not been withdrawn. (4) Other current liabilities Amount at the period-end decreased RMB 424,200 over the period-begin, with a decrease of 35.26%, mainly because the power charges and sewage charges, etc. decreased. (5) Asset impairment loss 132 Amount at the period-end increased RMB 379,420,000 over the period-begin, with an increase of 885.38%, Mainly for the provision for bad debts. (6)Income tax expenses Amount at the period-end decreased RMB 4,124,200 over the period-begin, with a decrease of 42.82%, mainly because profits for the period decreased over that of same period of last year. IX. Documents Available for Reference Documents Available for Reference 1. Text of 2012 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 reporting period; 4. Articles of Association of the Company. Chairman of the Board: Xue Guojun Date for submission approved by the Board of Directors: 22 August 2012 133