China International Marine Containers (Group) Co., Ltd. 2011 Semi-Annual Report 24 August 2011 Chairman of the Board: Li Jianhong 0 Important Statement The Board of Directors, the Board of Supervisors, directors, supervisors and senior executives of China International Marine Containers (Group) Co., Ltd. (hereinafter referred to as “the Company”) hereby undertake that the information and data contained in this report are free from false records, misleading statements or significant omissions, and shall assume individual and joint liabilities for the factuality, accuracy and integrity of the contents in this report. Eight directors should be present at the Board meeting and actually all of them did. Mr. Li Jianhong, the Chairman of the Board, Mr. Mai Boliang, the President of the Company and Mr. Jin Jianlong, the General Manager of Financial Management Dept., hereby undertake that the financial report enclosed in this semi-annual report is true and complete. The semi-annual financial report 2011 of the Company has been reviewed by KPMG. English Translation for Reference Only. Should there be any discrepancy between the two versions, the Chinese version shall prevail. 0 Contents Ⅰ. Company Profile…………………………………………………………………1 Ⅱ. About Changes in Share Capital and Shares Held by Major Shareholders………3 Ⅲ. Directors, Supervisors and Senior Management Staffs……………………………6 Ⅳ. Report of the Board of Directors…………………………………………………7 Ⅴ. Significant Events………………………………………………………………24 Ⅵ. Financial Report (Reviewed)…………………………………………………31 Ⅶ. Documents for Reference………………………………………………………244 0 Ⅰ. Company Profile (I) Company Profile 1. Company name: 中国国际海运集装箱(集团)股份有限公司(缩写为 “中集集团”) In English: CHINA INTERNATIONAL MARINE CONTAINERS (GROUP) CO., LTD (abbreviated “CIMC”) 2. Registered address: CIMC R&D Center, 2 Gangwan Avenue, Shekou, Nanshan District, Shenzhen Office address: CIMC R&D Center, 2 Gangwan Avenue, Shekou, Nanshan District, Shenzhen Zip code: 518067 Internet website: http://www.cimc.com 3. Legal representative: Li Jianhong 4. Secretary to the Board: Yu Yuqun Contact Address: CIMC R&D Center, 2 Gangwan Avenue, Shekou, Nanshan District, Shenzhen Tel: (86) 755-2669 1130 Fax: (86) 755-2682 6579 E-mail:shareholder@cimc.com Representative for securities affairs: Wang Xinjiu Tel: (86) 755-2680 2706 Fax: (86) 755-2681 3950 5. Newspapers designated by the Company for information disclosure: “China Securities Journal”, “Securities Times”, “Shanghai Securities News” and “Ta Kung Pao” Website designated by CSRC for information disclosure: http://www.cninfo.com.cn Places where the semi-annual report is made available: Board secretary’s office and Financial Management Dept 6. Stock exchange on which the Company are listed: Shenzhen Stock Exchange Stock short form and code: CIMC (中集集团) 000039 CIMC B (中集 B) 200039 (II) Key accounting data and financial highlights Unit: RMB’000 30 Jun. 2011 31 Dec. 2010 Increase/decrease (%) Total assets 66,163,921 54,130,649 22.23% Owners’ equity attributable to shareholders of 18,143,875 16,223,057 11.84% listed company Share capital (share) 2,662,396,051 2,662,396,051 - Net asset per share attributable to shareholders 6.81 6.09 11.84% of listed company (Yuan/share) Year-on-year Jan.-Jun. 2011 Jan.-Jun. 2010 increase/decrease (%) Operating revenue 36,478,098 21,237,889 71.76% Operating profit 3,729,782 1,129,318 230.27% Total profit 3,817,519 1,318,665 189.50% Net profit attributable to shareholders of listed 2,807,629 912,556 207.67% company Net profit attributable to shareholders of listed company after deducting non-recurring gains 2,798,284 736,305 280.04% and losses Basic EPS (Yuan/share) 1.0545 0.3428 207.61% Diluted EPS (Yuan/share) 1.0545 0.3428 207.61% ROE 15.47% 6.35% 9.12% 1 Net cash flow arising from operating activities -4,161,444 -2,777,738 49.81% Net cash flow per share arising from operating -1.5630 -1.0433 49.81% activities (Yuan/share) Unit: RMB’000 Items of non-recurring gains and losses Amount Gains and losses from non-current asset disposal 6,022 Governmental subsidy 83,625 Capital occupation fee from non-financial corporate that written into current gains and losses 2,184 Gains and losses from changes in fair value of transaction financial assets and transaction financial liabilities and investment income from disposal of transaction financial assets, transaction -112,067 financial liabilities and financial assets available for sale besides valid hedging business relating to normal operating business Other non-operating income and expenditure 11,153 Impact on income tax 2,285 Impact on equity of minority shareholders 16,143 Total 9,345 Return on equity and earnings per share for the first half of 2011 based on the different profit indexes: ROE(%) EPS(RMB Yuan) Profit for the report period Fully Weighted Weighted Fully diluted diluted average average Net profit attributable to common shareholders of the Company 15.47% 16.19% 1.0545 1.0545 Net profit attributable to common shareholders of the Company after deducting non-recurring gains and losses 15.42% 16.14% 1.0510 1.0510 Net profit and net assets calculated in the light of the two different accounting standards and accounting systems (PRC GAAP and IFRS) and relevant difference: Unit: RMB’000 Net profit Net assets Jan.-Jun. 2011 As at 30 Jun. 2011 Amount under PRC GAAP 2,807,629 18,143,875 Adjustment as per IFRS: 2,745 -3,507 Other Amount under IFRS 2,810,374 18,140,368 2 Ⅱ. About Changes in Share Capital and Shares Held by Major Shareholders (I) Change in shares of the Company Unit: share Prior to change Increase/decrease (+/-) Subsequent to change Issuan Propor ce of Bonus Proportion Number tion Other Subtotal Number New share (%) (%) share I. Shares subject to 620,177 0.02 0 0 0 0 620,177 0.02 trading moratorium 1. Shares held by the 0 0 0 0 0 0 0 0 State 2. shares held by 0 0 0 0 0 0 0 0 state-owned corporation 3. Shares held by other 0 0 0 0 0 0 0 0 domestic investors Including: Shares held by domestic 0 0 0 0 0 0 0 0 non-state-owned corporations Shares held by domestic 0 0 0 0 0 0 0 0 natural person 4. Shares held by 0 0 0 0 0 0 0 0 foreign investors Including: Shares held 0 0 0 0 0 0 0 0 by foreign corporations Shares held by foreign 0 0 0 0 0 0 0 0 natural person 5. Shares held by senior 620,177 0.02 0 0 0 0 620,177 0.02 management II. Shares not subject to 2,661,775,874 99.98 0 0 0 0 2,661,775,874 99.98 trading moratorium 1. RMB ordinary 1,231,297,165 46.25 0 0 0 0 1,231,297,165 46.25 shares (A-share) 2. Domestically listed 1,430,478,709 53.73 0 0 0 0 1,430,478,709 53.73 foreign shares (B-share) 3. Overseas listed 0 0 0 0 0 0 0 0 foreign shares 4. Others 0 0 0 0 0 0 0 0 III. Total number of 2,662,396,051 100.00 0 0 0 0 2,662,396,051 100.00 shares (II) About shareholders 1. Total number of shareholders by the end of reporting period As at 30 June 2011, the Company has 178,113 shares in total, including 146,136 ones of A-share and 31,977 ones of B-share. 2. About shares held by shareholders as at the end of reporting period (1) Shares held by the top ten shareholders Number Total Number of shares number of Shareholding subject to Name of shareholder Nature of pledged ratio (%) trading shares or frozen moratoriu held shares m 1 CHINA MERCHANTS (CIMC) Foreign 25.00% 665,599,037 0 0 INVESTMENT LIMITED corporation 2 Domestic non COSCO CONTAINER INDUSTRIES state-owned 16.23% 432,171,843 0 0 LIMITED corporation 3 3 Foreign COSCO Container Industries Limited 5.57% 148,320,037 0 0 corporation 4 CMBLSA RE FTIF TEMPLETON ASIAN Foreign corporation 3.23% 85,998,058 0 0 GRW FD GTI 5496 5 LONG HONOUR INVESTMENTS Foreign corporation 0.95% 25,322,106 0 0 LIMITED 6 New China Life Insurance Co., Domestic non Ltd–Dividend Distribution–Individual state-owned 0.86% 22,970,428 0 0 Dividend-018L-FH002 Shen corporation 7 GUOTAI JUNAN Foreign 0.78% 20,835,255 0 0 SECURITIES(HONGKONG) LIMITED corporation 8 Shanghai Pudong Development Bank–Gf Domestic non Small-Cap Growth Equity Securities state-owned 0.50% 13,349,827 0 0 Investment Fund corporation 9 TEMPLETON EMERGING MARKETS Foreign 0.48% 12,801,432 0 0 INVESTMENT TRUST corporation 10 INDUSTRIAL & COMMERCIAL BANK Domestic non OF CHINA—E FUND VALUE GROWTH state-owned 0.48% 12,699,999 0 0 MIXED SECURITIES INVESTMENT corporation FUND Note: 1. COSCO Container Industries Limited and Long Honour Investments Limited are related parties and parties acting in concert. COSCO Container Industries Limited is a wholly-owned subsidiary of COSCO Pacific Limited, which is a controlled subsidiary under COSCO. Long Honour Investments Limited is a wholly-owned subsidiary of COSCO (H.K.) Group (COSCO HK), which is a controlled subsidiary under COSCO. The two companies—COSCO Container Industries Limited and Long Honour Investments Limited—and other shareholders are not parties acting in concert as prescribed in the Administrative Measures for Information Disclosure of Shareholding Changes of Listed Company Shareholders. 2. It is unknown whether there exists related-party relationship among other shareholders or whether they are acting-in-concert parties as prescribed in the Administrative Measures for Information Disclosure of Shareholding Changes of Listed Company Shareholders. (2) Shares held by the top ten shareholders not subject to trading moratorium Shares held by the top 10 shareholders of A-share Number of shares not Serial subject to trading mora Name of shareholder No. torium held by the sha reholder 1 COSCO CONTAINER INDUSTRIES LIMITED 432,171,843 New China Life Insurance Co., Ltd–Dividend Distribution–Individual 2 Dividend-018L-FH002 Shen 22,970,428 Shanghai Pudong Development Bank–GF SMALL-CAP GROWTH EQUITY 3 SECURITIES INVESTMENT FUND 13,349,827 INDUSTRIAL & COMMERCIAL BANK OF CHINA—E FUND VALUE 4 GROWTH MIXED SECURITIES INVESTMENT FUND 12,699,999 ICBC–CREDIT SUISSE SELECTED BALANCED MIXED SECURITIES 5 INVESTMENT FUND 12,580,635 New China Life Insurance Co., Ltd–Dividend Distribution–Individual 6 Dividend-018L-FH002 Shen 12,140,039 7 Bank of China–E Fund Shenzhen Stock Exchange 100 Exchange Traded Fund 11,633,357 CHINA MINSHENG BANKING CORP., LTD–HUASHANG LEADING 8 ENTERPRISES MIXED OPEN-ENDED SECURITIES INVESTMENT 9,355,700 FUND 9 ICBC–Rongtong SSE 100 Index Fund 9,247,735 10 National Social Security Fund 102 Portfolio 8,000,000 Shares held by the top 10 shareholders of B-share 4 Number of shares not Serial subject to trading Name of shareholder No. moratorium held by the shareholder 1 CHINA MERCHANTS (CIMC) INVESTMENT LIMITED 665,599,037 2 COSCO Container Industries Limited 148,320,037 3 CMBLSA RE FTIF TEMPLETON ASIAN GRW FD GTI 5496 85,998,058 4 LONG HONOUR INVESTMENTS LIMITED 25,322,106 5 GUOTAI JUNAN SECURITIES(HONGKONG) LIMITED 20,835,255 6 TEMPLETON EMERGING MARKETS INVESTMENT TRUST 12,801,432 7 BBH A/C VANGUARD EMERGING MARKETS STOCK INDEX FUND 10,546,598 8 BBH A/C FIDELITY CHINA REGION FUND 8,547,087 DREYFUS PREMIER INVESTMENT FDS INC.-DREYFUS GREATER 9 CHINA FD 7,840,378 10 GOVERNMENT OF SINGAPORE INV. CORP.- A/C C" " 7,667,831 3. Particulars about change in controlling shareholder and actual controller There exists no controlling shareholder and actual controller in the Company, which are remained unchanged in the reporting period. 5 Ⅲ. Directors, Supervisors and Senior Management Staffs (I) Change in shares held by directors, supervisors and senior management staffs during the reporting period Name Office title Number of shares held Reason for change Mai Boliang President 494,702 No change Li Ruiting Vice-president 329,802 No change Liu Xuebin Vice-president 2,400 No change (II) Change in directors, supervisors and senior management staffs On 13 Jul. 2011, the Board of the Company received written resignation from director Mr. Xu Minjie. Mr. Xu Minjie resigned from post of director of the 6th Board of Directors of the Company due to work change. On 22 Jul. 2011, the 6th Board of Directors of the Company convened the 8th Session of the 6th Board of Directors for Y2011 by method of telecommunication. The meeting reviewed and approved Proposal on Nominating and Re-electing Candidates for Directors for the 6th Board of Directors, of which Mr. Sun Jiakang and Mr. Wang Xingru were nominated to be candidates for the 6th Board of Directors. On 11 Aug. 2011, the Company convened the 1st Special Shareholders’ General Meeting for Y2011 and decided to elect Mr. Sun Jiakang and Mr. Wang Xingru as directors of the 6th Board of Directors. On 16 Aug. 2011, the 6th Board of Directors of the Company convened the 10th Session of the 6th Board of Directors by method of telecommunication. The meeting reviewed and approved Proposal on Electing Vice President and Re-electing Members of Strategic Committee and Audit Committee. The Company decided to elect Mr. Sun Jiakang as vice president of the 6th Board of Directors. 6 IV. Report of the Board of Directors (I) Discussion and analysis 1. Analysis to operating results and financial data Unit: RMB’000 Same period of last Increase/decrease ratio Items Reporting period year (%) Operating revenues 36,478,098 21,237,889 71.76% Operating profit 3,729,782 1,129,318 230.27% Net profit attributable to shareholders of the 2,807,629 912,556 207.67% Company Net cash flows from operating activities -4,161,444 -2,777,738 -49.81% Net increase in cash and cash equivalents 1,306,970 -373,580 449.85% For the first half of 2011, the Company achieved operating revenues of RMB 36,478,098,000, up 71.76% from a year earlier; and net profit attributable to shareholders of the Company RMB 2,807,629,000, up 207.67% as compared with the same period of last year. This was mainly because: the Company received sufficient orders for containers, especially dry cargo containers in the first half of the year, with sharp increase in both the sales volume and the selling prices, maintaining a relatively high profitability; the energy & chemical business, as well as the liquefied food equipment business, also showed significant growth while the vehicle business remained stable. As compared with the same period of last year, the Company’s dry cargo container production rose steadily in the first half of 2011, with a distinct rally of accounts receivable and expense on raw material purchase. Operating fund occupation went up distinctly, so net cash flows from operating activities for the first half of the year decreased sharply. Meanwhile, due to an expanding operating scale and a rising capital expenditure, the debt ratio of the Company increased over that at the end of 2010. As at 30 Jun. 2011, the Company’s total debt ratio was 68.03%, with the debt/equity ratio at 2.13. Unit: RMB’000 Closing Opening amount/amount amount/amount Increase/decrease for the for the same Reason for increase/decrease ratio reporting period of last period year Scale expansion of the Long-term receivables 3,646,949 1,336,257 172.92% financial lease business Dividends payable to Dividend payable 190,367 16,046 1,086.38% shareholders of the Company A new issue of medium term Bonds payable 3,987,276 - 100% notes of RMB 4 billion in the reporting period Foreign exchange Influence of the shift into the -335,706 -2,055,682 83.67% difference recording currency Scale expansion of the Operating revenues 36,478,098 21,237,889 71.76% container business 7 Scale expansion of the Operating costs 29,499,900 18,246,729 61.67% container business Expansion of the overall Selling expense 968,591 558,349 73.47% business scale Expansion of the overall Administrative expense 1,715,951 1,032,191 66.24% business scale Scale expansion of all business lines resulted in increased Financial expense 399,962 252,090 58.66% capital occupation, as well as a rise in the cost of funds Provisions for intangible asset Asset impairment loss 73,709 29,344 151.19% impairment in the reporting period Fair value changes of Gain/(loss) on fair value -88,256 86,341 -202.22% transactional financial assets changes and derivative financial tools Loss on equity disposal was Investment income 71,207 -57,021 224.88% included. Considerable rise of pre-tax Income tax 1,024,118 233,516 338.56% profits Cash received from Expansion of the overall selling goods and 30,785,201 17,168,426 79.31% business scale services Tax and fare refunds Expansion of the overall 2,088,686 296,416 604.65% received business scale Cash paid for goods and Expansion of the overall 31,152,788 16,810,031 85.32% services business scale Expansion of the overall Cash paid to and for 2,195,235 1,055,284 108.02% business scale and the number employees of employees Expansion of the overall Taxes and fares paid 1,309,083 838,147 56.19% business scale and profit growth Cash paid to acquire Increase of the capital fixed assets, intangible 1,083,498 512,040 111.60% expenditure for the reporting assets and other period long-term assets Net cash paid to acquire Business combination in the 49,936 419,155 -88.09% subsidiaries same period of last year Sharp increase of capital Cash received from 20,968,220 8,700,457 141.00% occupation in the reporting borrowings period More debts were mature and Cash paid to clear debts 12,913,949 4,760,420 171.28% repaid. Cash paid for Considerable increase of dividend/profit 1,252,464 450,101 178.26% distributed profit and interest distribution or interest expense in the reporting period reimbursement 8 2. Discussion and analysis of material events (1) Global economic recovery and its influence In the first half of 2011, the global economic recovery was imbalanced with wilder fluctuations. In the first six months, the second quarter in particular, the shipping volume grew slower than expected. For the Jan.-Jun. period, the container throughput in all main ports of China increased only 10% as compared with the same period of last year. Despite the facts above, the demand for containers in the shipping sector maintained a steady growth due to a high new shipping capacity in the first half of the year, clients’ needs for preparing containers in advance and other elements. According to customs statistics, the total number of containers for export of China showed a considerable year-on-year growth in the first half of the year. The Company is still optimistic about the overall container demand in the future. It is expected that despite seasonal fluctuations, the demand will keep rising in the coming two to three years. Currently, the global economic development is uncertain considering the American economic slowdown, a looming debt crisis in Europe and high inflation in emerging economies. Consequently, authoritative institutions have all reduced their growth expectations for the global container trading volume for this year. The Britain-based Clarkson has predicted that the global container trading volume may increase to 0.153 billion TEU this year, representing a growth rate of 9.0%. The demand for common dry cargo containers this year will be lower than expected. Boosted respectively by development of the global chilled cargo trade and growth of large equipment export by China, reefer containers and special containers will maintain great momentum in the second half of the year. In the coming one to two years, the global economy will continue to recover. Along with the economic globalization and the global re-division of industries, international trade will become much more frequent. Emerging economies, with China as a representative, will continue to take a leading position in the global economic recovery. Urbanization and industrialization will create continuously-growing demands for the shipping industry and container transportation. With an over-capacity, shipping companies are expected to stick to the low speed policy for this year and the next year. With growing supply and demand imbalance for global energy and resources, stimulated by the Middle East chaos, the earthquake in Japan and other factors, international prices for crude oil soared to a high level around US$ 120 per barrel, which boosted the recovery of the global offshore engineering equipment market. After the deepwater horizon oil platform accident in the Mexican Gulf, all oil and gas companies, as well as the oil field service companies, started to increase their input for updating their old drilling platform. As a whole, the global offshore engineering equipment market in the first half of the year basically continued to grow since the fourth quarter of last year. In spite of double pressures from many variations in the global economic recovery and a relatively weak shipping market, the utilization rate of offshore drilling platforms still continues to grow at present, sometimes as high as 75%. Survey results of authoritative institutions also showed that investments for global offshore oil and gas exploitation and production in 2011 would grow 10.8% from last year, topping the record high of US$ 472.1 billion in 2008. Many international oil and gas mega companies have a distinctly high capital expenditure. New orders for drilling platforms 9 are mainly for drilling ships and jack-up platforms. As domestic enterprises starts to set foot in the offshore engineering sector, China’s advantages over resources and manufacture have begun to show up. In the coming future, domestic offshore engineering companies will produce more equipment to replace imported ones step by step. An excellent opportunity for development is put in front of Chinese offshore engineering equipment makers. (2) Changes of domestic macro-economic policies, demands and investments, as well as influence thereof In the first half of the year, the domestic economy recovered steadily under macro-control and showed signs of stability. The government continued to carry out a tight credit policy, with a slower growth in domestic fixed asset investments. In the six months, China’s special vehicle industry was obviously not as flourish as before. In the coming six months, a great number of low-income housing projects will be accelerated, which ensures a certain market demand for self-dumping trucks, agitating trucks and other engineering vehicles. (3) Changes of government policies and regulations for the industry, as well as the influence thereof The Outline for China’s Twelfth Five-Year Plan for Economic and Social Development has specified the development orientation and goals for the energy industry, high-end equipment manufacture and offshore engineering equipments. According to the Outline, China will stick to the energy saving policy, focus on domestic enterprises, promote diversified development, protect the environment, enhance international mutual beneficial cooperation, optimize the energy structure and build a safe, stable, economical and clean modern energy system. The Outline has also put forward emission reduction requirements. In the country’s twelfth five-year plan, offshore engineering equipment manufacture is mentioned as an important part in the high-end equipment manufacture industry, one of the emerging industries. The Development Plan for Offshore Engineering Equipment Manufacture during the Twelfth Five-year Plan is expected to be finished and launched within this year. China will try to make breakthroughs in domestic manufacture of deep sea engineering equipments. Relevant government departments will unveil specific support policies afterwards. The national development goal for the petrochemical equipment industry for this five-year period has been specified, i.e. to promote the big petrochemical equipment industry to a big and at the same time strong one by promoting high-end equipments, domestic manufacture of large-scale packaged equipments, equipments for energy saving and environmental protection, the ability of independent innovation, etc.. 60% of oil in China is imported. During the twelfth five-year period, it becomes a necessary energy strategy for China to focus on domestic oil and gas resources, ensure domestic oil supply and strengthen exploitation of offshore oil and gas so as to cope with the decreasing onshore resources. In the long run, China has offshore oil and gas of 24 billion tons and 16 trillion square meters respectively, representing an enormous room for exploitation. During the twelfth five-year period, China’s investments in offshore oil and gas field exploitation will increase sharply to RMB 250 billion to 300 billion expectedly. As such, implementation of the said plans and policies will boost development of the industry and market demands, 10 which will benefit the medium and long-term development of the Company’s offshore engineering business and energy & chemical equipment business. In June 2011, the State Council required the formulation of effective supporting policies and measures for promoting healthy development of the logistics industry, which included: reducing tax burdens on logistics enterprises, strengthening support in terms of the land policy, reducing tolls, solving difficulties in intermediate distribution in cities and other four measures. The Act for Road Safety Protection issued by the State Council has come into effect on 1 Jul. 2011, which serves as the new regulation for the country to prevent overload and limit outlines and sizes of special vehicles. The launch and execution of these polices and measures will further improve the operating environment for China’s logistics-related special vehicle companies and boost market demands, which will be helpful for the long-term development of the Group’s vehicle business. (Ⅱ) Business performance of the Company 1. Major business activities and conditions (1) Operating income classified according to industries and regions Unit: RMB’000 Based on business types Operating income Operating cost Gross margin (%) Container 21,926,873 16,954,563 22.68% Road transport vehicle 9,692,095 8,306,828 14.29% Energy chemical equipment 3,731,891 3,090,480 17.19% Offshore engineering 230,120 588,376 -155.68% Airport equipment 141,072 94,667 32.89% Others 1,350,464 991,382 26.59% Combined offset -594,417 -526,396 - Total 36,478,098 29,499,900 19.13% Prop. in the total operating YoY Increase/decrease (+/ - Based on business regions Operating income income (%) %) America 10,134,478 27.78% -6.17% Europe 10,677,870 29.27% 103.84% Asia 14,871,751 40.77% 266.30% Other regions 793,999 2.18% -30.25% Total 36,478,098 100% 71.76% (2) The Group’s operation conditions of main business during the reporting period shall be as follows: The Company and its subsidiaries (hereinafter referred to as the "Group") is principally engaged in the modernized transport equipment, energy, chemical, liquid food equipment, manufacturing of offshore engineering equipment, as well as service business including the design, manufacturing and services of international standard dry cargo container, reefer container, regional special container, tank container, container flooring, road tank trucks, gas equipment and static tanks, road transport vehicles, jack-up drilling platforms, semi-submersible drilling platforms, special ships and airport equipment. Additionally, the Group is also specialized in manufacturing of logistics equipment and railway cars, real estate development and other services. Currently, the volume of production and sales of Group's standard dry cargo container, reefer container and tank container rank the first place around the world; the Group is also the largest manufacturer of road transport vehicles in China, as well as one of China's major offshore engineering equipment enterprises. The products accounted for more than 10% of the Group’s total operating income or profit are container products, road transport vehicles, energy, chemical, liquid food equipment. See 11 above table for the main product sales revenue and gross profit in the first half of 2011. —— Container Service Benefited from the strong demand for containers in the first half of 2011, the accumulative sales of general dry cargo container reached up to 977,200 TEU, which increased by 129.76% compared with the same period of last year. The accumulative sales of reefer containers totaled 88,500 TEU, which increased by 168.49% over the same period of last year. The cumulative sales of special containers (not including tank container, pallet boxes) reached to 42,600 units, up by 74.28% compared with the same period of last year. The operating income of container service in the first half year was RMB 21,926,873,000, which increased by 176.00% over the same period of last year. The net income was RMB 2,916,482,000, which jumped 473.48% compared with the same period of last year. In addition to container manufacturing, the Group is also engaged in container services including storage, maintenance, refurbishment, as well as the new services such as old-for-new service and old container modification. The treatment capacity of containers by terminal handling service was 1,241,000 TEU in the first half year, which grew 23.9 % over the previous year; the container repair volume was 77,000 TEU, which was 18.6% lower than the last year. In the first half of 2011, CIMC received adequate orders for dry cargo containers, with the price of dry cargo container being on stable rise, and the highest price had reached USD 3000 /TEU, creating the highest record in recent years. The competition situation of the containers industry remained stable in the first half of 2011, with the effective capacity resuming to the highest level, utility ratio of capacity at peak time over 95% and the gross profit of dry cargo container also maintaining the high level of recent years. By following the concepts of low-carbon, environmental and ecological protection, the Group continued to promote the application of new technology in terms of container service, where the “safe, green, intelligence and lightweight” represented the future direction of the products. For example, the application and development of HTS, environmental wood flooring, water-based paint, environmental reefer container and RFID technology. The Group also actively explored the modular construction, modification and recycling of second-hand containers and other new business models, so as to realize slowing down the consumption on resources, promote energy saving and carbon emission reduction, realize recycling economy and meet the low-carbon and environmental development trend in construction industry. In Jan. 2011, the Group implemented low-carbon modular office project; In Jun. 2011, the Group won the construction project of anti-seismic housing project for low-income families in Xinjiang, which will introduce the environmental idea of container modular house. Besides, in Jul. 2011, the Group’s project as “Recycling to use the existing container to be modified as a modular environmental architecture” was listed in the investment plan of National Development and Reform Commission, gaining the national subsidy for the first time, which will benefit the Company to develop the modular environmental architecture business within large scale and at deep level. The Group will continue to dedicate itself to the upgrade of container production mode. The automatic container production line planned several years ago had been basically finished in Shenzhen at the first half of this year after six-month construction; the production line with expected annual capacity of 250,000 TEU is the first automatic production line, which will significantly enhance the production efficiency and lower the reliance on labor, meeting a higher environmental standard and lying on the leading level of the industry. Comparing with the traditional production line, its advantage will be more prominent. Look into second half of the year, the second and third quarter was the traditional peak period before, however, it appears dull business in such traditional peak period. As the external 12 demand in the second quarter became weak, the increase of cargo volume in the global shipping market was slower than expected, the customer’s stock of the purchased new containers stood at large amount while the speed of picking up the container slowed down significantly, and the customers need some time to digest such stock. The demand for containers has turned into dull season since June of this year, the price and profit of container will decrease accordingly. The Company believes that market demand for containers will maintain the general tendency of stable rise in the future one to two years. And the trading volume of global contains increased with the growth of economy. Now although the global economy recovers slowly, the trading volume of containers keeps on the rise. Generally, the increasing speed of the global trading volume of containers is two to three times of that for GDP on average. With the deepen in global procedure and growing of emerging economies, the subdivision of container shipping and economy will make the trade volume between different areas keep rising, and the demand for containers will increase accordingly. Due to the lack and high price of containers, the replacement and obsoleteness of old containers in the past two years has been postponed. According to conservative estimate, the amount of the normally replaced and obsolete containers will stand at more than 1 million TEU. Considering that the freight capacity will substantially increase in the two years of 2011 and 2012, and in consideration of absorbing surplus freight capacity, saving fuel cost, reducing carbon emissions, etc, the shipping company will continue to adopt low-speed strategy, which will also benefit in increasing the turnover of containers to some extent. ——Road Transport Vehicle Manufacturing and Service Business In the first half of 2011, the Group’s transport vehicle manufacturing and service business suffered from domestic deflation policy, slower investment and weakened demand from the downstream, thus the growth of sales volume and operating income was lower than expected. Basing on the high base of the professional vehicle industry last year, its increasing speed in China significantly slowed down in the first half of 2011. The demands on the engineering vehicles such as dump truck, concrete mixing and transporting car and bulk cement truck had entered the traditional peak period and rose slowly; however, due to the large acquisition amount in last year and the unchanged situation of domestic deflation policy and the low freight charge, the market demand of the logistic vehicles such as the dry bulk cargo and container skeleton semi trailer, etc. experienced a substantial decline. After many years of recession, the two mainstream markets in Europe and America appeared distinct recovery indication in the first half of 2011, the order of the Group’s vehicle business overseas factory was large, which significantly stimulated the export demand for the Group’s logistic vehicles. The cumulative sales of road transportation vehicles was 88, 800 units (sets) in the first half, which created a new historical record by 11% higher than the last year; with the sales revenue of RMB 9,692,095,000, which offered a comparative growth of 6.11%; the net profit was RMB 344,504,000 , decreasing by 12.57% over the same period last year. And the gross margin increased slightly when compared with the last year. The vehicles, the overall market share of the Group still kept the top position in the first half of this year, where the market share of container transport semi-trailer, bulk cement truck and other major product categories kept its leading position in domestic market. In the first half of 2011, CIMC Vehicle Group was dedicated to proper allocation of resources and improving the assets operating efficiency and enterprise profitability. With respect to allocation of external resources, it acquired Liangshan Wanshida Trailer Co., Ltd. to further expand capacity in the nesting zone of Chinese logistic trailer industry, and researched on the further acquisition and layout; with respect to the optimization of marketing system, it continued to increase investment on domestic market to pave the direct-sale store marketing 13 network, gave full play to advantage of scale and collaborative effect to expand its competiveness in marketing channel of vehicle business; it started to plan the investment on vehicle industrial park, so as to form industrial chain concentration effect and further expand its brand influence. With regard to the technology, it adhered to promoting product standardization, and finished the construction of the first generation standardized trailer, initially introduced the standardized trailer production line, which significantly improved the production efficiency and set an example for the industry; for the supply chain management, it continued to vigorously promote the centralized purchase, expand the collaborative advantage, while strengthen the research on steel and parts industry. In the second half of 2011, the domestic deflation economic policy will continue, while the strength is expected to slow down and active fiscal policy will continue, maintaining a certain investment scale in the respect of water conservancy project, indemnificatory apartments, area infrastructure investment and urbanization; the promulgation of Rules for Securing the Road Safety will benefit the industrial development in the long run, however, the customers will wait and observe in the short time, thus causing the decrease of market demand. Therefore, it’s expected that Chinese special purpose vehicle market is difficult to appear reverse increase in the next half year, with the overall market demand keeping stable. Affected by the European debt and American debt, the recovery of the European and American mainstream market is likely to slow down substantially, thus the increase of the demand from overseas market will be lower than expected. There are upgrading and updating market demands caused by policy opportunity, for example, China increase and require implementing China IV Compulsory Emission Standards and overall implementing the Rules for Securing the Road Safety to limit overload and improve safety, etc. The above policies will have profound influence on Chinese heavy truck and special purpose vehicle industry. But just because of the significant influence, the execution power and schedule of the policies will face test. For the operating strategy in the next half of 2011, the Group will base on the expansion and upgrade of China logistic equipment market, comprehensively focus on the overall operating efficiency of vehicle business, vigorously clear up non-active assets, strengthen the market expansion, supply chain management and collaborative of various production bases for the key products, so as to further optimize business and products interaction between China and America as well as between China and Europe. The group will substantially promote the European project and accelerate the market promotion of standardized trailer; The Group will implement the parts industry plan and create the industrial platform; The Group will continue to build up direct-sale store network; The Group will also advance the vehicle industrial park project. The investment and production as well as other business of the heavy truck project for the Group gained smooth progress. Since announcing the launch of the products at the end of last year, the Group overcame the adverse influence on the operating environment, and experienced the debugging and run-in of production line and supply chain procedure in the early period, receiving the order of joint truck totaled over 1000 units for the first half year. The Group’s investment and production of heavy truck includes the whole truck and engine project. As respect to the whole truck project, the C & C Trucks Co., Ltd. is jointly invested by CIMC Vehicle Group Co., Ltd., Wuhu Tederic Investment Co., Ltd. and Shenzhen Just Investment Co., Ltd. with the total registered capital of RMB 1.2 billion, of which CIMC Vehicle Group Co., Ltd. and Wuhu Tederic Investment Co., Ltd. occupies 45% equity of C & C Trucks Co., Ltd. respectively. C & C Trucks Co., Ltd. cut in from the domestic middle and high end market of heavy truck, and adopted the product development strategy of “leading the domestic technology while following the overseas advanced technology”, and realized the strategic requirement of “holding appropriately advanced technology advantages and 14 obtaining more markets shares in domestic high-end heavy truck market”. The heavy truck products are positioned in the middle and high-end international market and high-end domestic market. For the road vehicles (such as tractor), the target market is the intercity transportation and logistics market and port container transportation; for the engineering vehicles (i.e. dump truck, mixer truck, etc.), the target market is set for the urban construction and infrastructure. And the leading products include tractor, dump truck, van, special purpose vehicle and mixer truck, etc., which creates the UE heavy truck platform for C & C Trucks Co., Ltd.. Up to the No. 226 pubic notice from Ministry of Industry and Information Technology of the People’s Republic of China, C & C Trucks Co., Ltd. had declared 80 public notices for over 100 types of vehicle, totally sufficient for future market demand.. As respect to the engine project, Y&C Engine was promoted by C & C Trucks Co., Ltd., Yuchai Union Power Co., Ltd. and Shenzhen Just Investment Co., Ltd., and founded in Wuhu, Anhui in Aug. 2009 with the registered capital of RMB 500 million, of which C & C Trucks Co., Ltd. and Yuchai Union Power Co., Ltd. occupying 45% equity respectively. The project was divided into three construction phases by one-off plan. The investment for Phase I is RMB 800 million, and the annual output capacity of the engine is 60,000 units, including the engine cylinder block, cylinder head and installation/commissioning production line. The engine adopts the 6K series supporting engine, which is jointly developed by Yuchai and Austrian’s engine design company. The 6K series supporting engine is independently developed by taking the new engine model as example, which includes the latest science and technology achievement with more than 30 patents. It initially adopts reliability growth technology in the engine industry, breaking through the weakness of reliability for made-in-China; it also innovatively introduces the precise burning and electronic control technology to realize less oil consumption and lower emission; the successive innovative application of reverse cross-flow cooling technology and high strength material for the engine significantly extend the service life of the engine, its emission has met the Euro VI standard, possessing the technology level of the latest mass-production engine in 2012 in Europe. Ministry of Environmental Protection decided to make proper adjustment on the executive date of China IV Emission Standard: From 1 Jan. 2012, the new vehicles, which does not meet the requirement of China IV Emission Standard, shall not be sold or registered. China IV Emission Standard will be implemented from next year, which will intensify the competition and shuffle of the industry, leading the industry to the development direction of environment protection and low-carbon. The Y&C Engine was designed to stand on Euro IV and possessing the upgrading potential of Euro VI at its initial design. There was the public notice on China IV in the declared public notice by C & C Trucks Co., Ltd., so the execution of the China IV Emission Standard will play positive role for its Production Design and Marketing Departments. Now the execution of Fuel Consumption Standards, issued by Ministry of Transport and Ministry of Industry and Information Technology respectively, will lead the industry to the low-carbon and environmental development direction, and eliminate the high-oil-consumption and uneconomic vehicles. The 6K series supporting engine is newly developed type by Y&C Engine with strong competitiveness in the aspect of oil consumption, which adapts to the industrial development. Up to Aug. 2011, Ministry of Transport has launched No. 15 List of Standard Types of Road Transport Vehicle on Oil Consumption. And C & C Trucks Co., Ltd. has 95 types of standard vehicles in the list. Besides, in response to the national requirements of the Development Plan of Energy-saving and New Energy Vehicles (from 2011 to 2012), C&C Trucks is also actively developing CNG/LNG heavy trucks using natural gas, and has developed LNG tractor, LNG mixer truck and LNG dump truck. In consideration of the industrial and market demand in the first half year, and under the 15 background of governance macro control, suppressing inflation and slowing down the economic growth, demands for trucks especially semi trailer slumped, and demands for most products in every divided market tended to decline. However, the market demands for trucks at home and abroad in the future one year will keep increasing with the main factors as follows: the economic growth will stimulate the long-term growth in commercial vehicle market; the continued construction of project in construction from the investment on domestic fixed assets and the city transformation; the start-up of indemnificatory apartments; the infrastructure construction such as suburban water conservancy project, highway and railway construction, etc., which all stimulate the continual growth of demands for heavy whole trucks, such as dump truck and concrete mixing and transporting car and other engineering and civil vehicles. Besides, Chinese product has comparative advantage with the export market starting gradually and strong increasing potential. —— Energy, Chemical, Liquid Food Equipment and Service Business As the world is recovering from the recession gradually, China’s import and export, and commercial manufacturing industry also enjoy a fast recovery. The market demand of tank containers for transporting chemicals boosted in the first half year, which stimulated the substantial growth in the operating income of chemical equipment business. The global demands for natural gas and special gas equipment continue to increase especially the growth in domestic demands is more substantial, which cause the significant increase in energy equipment business in the first half year. However, the warming of liquid food industry was relatively lagged due to weakening European market and slower domestic investment, it still made every effort to realize the increase of orders and operating income. Therefore, the Group’s operating income from energy, chemical, liquid food equipment business reaches RMB 3,731,891,000 in the first half year, a growth of 92.54% over the same period last year. The net profit amounts to RMB 247,457,000, a large increase over the same period last year, with operating income from energy (natural gas) equipment business of the Group’s main controlling subsidiary—CIMC Enric Holding Limited being RMB 1,478,643,000, an increase of 48.2% over the same period last year; from chemical equipment business, RMB 1,296,914,000, an increase of 200.2% over the same period of previous year; and from liquid food equipment business, RMB 292,313,000, an increase of 41.0% over the same period last year. Of which, due to the increase of price and sales volume, the gross margin of energy equipment business and chemical equipment business had slight increase, while the gross margin of liquid food equipment business suffered some decline. The Group’s main enterprises involving in energy, chemical and liquid food equipment business include CIMC Enric Holding Limited, TGE GAS ENGINEERING GmbH, Nantong CIMC Tank Equipment Co., Ltd. and Dalian CIMC Heavy Chemical Equipment Co., Ltd.. At present, the production bases of CIMC’s energy chemical equipment are mainly located in six cities around China, including Nantong and Zhangjiagang, Shijiazhuang, Langfang, Jingmen and Bengbu, while the production plants of liquid food equipment are mainly situated in Emmen and Sneek in Holland, Randers in Danmark, and Menen in Belgium. TGE Gas Company, whose 60% of shares are held by the Company, is a leading independent contractor of large-scale contracts for offshore projects in the world. It boasts 27 years of experience in storage, disposal and transportation of gases like natural gas and petrochemical. Since 2010, Jingmen Hongtu (CIMC Jingmen Hongtu Special Aircraft Manufacturing Co., Ltd.) has aggressively entered the domestic low-temperature series product market by taking advantage of its many years experience in R&D and manufacturing of LNG products, and gained satisfying progress. Now the market share of the domestic low-temperature series product has ascended to the domestic forefront. The energy chemical products and service are available over China, Southeast Asia, Europe, 16 and North America. The liquid food products and service mainly focus on European market. CIMC is committed to building an extensive and stable customer network, especially keep good relationship with the heavy industrial giants and customers with huge potential. CIMC’s key customers include well-known enterprises at home and abroad, such as CNPC, XinAo Gas (XinAo Gas Holdings Limited.), EXSIF, TAL International, Sinochem International Corporation, and Stolt. In the first half of 2011, the capital expenditure of CIMC Enric was more than RMB 200 million, which was mainly used to improve the domestic energy equipment production facilities, including removing the compressors factory in Bengbu, building light comprehensive gas bottle production line, expanding LNG production facilities in Zhangjiagang and LNG factory in Jingmen. In light that the demand for tank container is expected to rise, the Company will also invest to improve the capacity of Nantong tank container production base. CIMC Enric input over RMB 300 million to develop new products and manufacturing technology. Now, the Company develops R&D project and manufacturing technology upgrading project as follows: CNG ship application project, silane gas container and 20,000 m LNG tank; and high-capacity and light CNG trailer and large-scale liquid hydrogen tank have been developed successfully, which are belong to hi-tech low-carbon product. The investment on domestic natural gas application equipment and infrastructure construction has large increase spare at current and in the future, for the consumption of natural gas has accelerated to increase. Chinese governance has fix the relevant plan to stimulate consumption, and it plans to increase the weight of natural gas in its energy utilization mix from the present 4% to 9% by 2015 and 15% by 2020. In the first half of 2011, the consumption of the domestic natural gas had increased by 21.0% to 63.1 billion m, and import of LNG amounted to 7.2 billion m, increased by 27.9% compared with the same period of last year. Basing on judgment and prediction on the above basic situation, and in consideration of the continual deflation currency policy executed in 2011, as well as the uncertain factors existing in the global economic environment in the next half year, the Group holds cautious and optimistic attitude on the prospect of the industry it involves in. Therefore, the Group’s energy equipment business will continue to focus on the development of natural gas delivery and equipment distribution business. Besides optimizing the current product and service, the Group will continue to explore the income source, such as rendering of engineering service and providing one-stop energy supply solution to Chinese gas operator. In order to meet the increasing demand for LNG equipment, the Group also continues to expand the capacity of LNG equipment production facilities. Besides, the Group will be dedicated to strengthening its market share of LNG gas station, natural gas liquefaction system and LNG trailer as well as other LNG equipment. CNG and LNG has some difference on the application characteristics: the density of LNG is larger than CNG and more suitable for long freight, but with higher production cost; the domestic situation is more suitable for the application of CNG, but the application of LNG will increase with the increase of the offshore oil-gas development. Facing the uncertain global economy, the Group will continue to promote budget and control measurements of cash flow, including accelerating to control operating cash flow and keeping good relationship with the commercial bank to ensure sufficient capital for investment activities. Besides, the Group has strengthened the cost control measurement, and will continue to promote the localization of supporting components, as well as do well the quality supervision. —— Offshore Engineering Business 17 Offshore business is one of CIMC’s new key businesses. Singapore CIMC Raffles Offshore Ltd. (SCRO), a subsidiary company of CIMC, and its subsidiary company is one of the professional offshore equipment manufacturers in the world, actively taking part in the competition over international offshore business market. The company’s products range from jack-up drilling platform, semi-submersible drilling platform to offshore attached ship. The jack-up drilling platform is the platform for the shallow-sea drilling with the highest usage rate, which has a large market capacity. The Group has finished the strategic layout of “one centre and three bases” consisted by LCRO, HCRO and National Resources Offshore Oil Drilling Rig R&D Center: Yantai base is the design centre, which is responsible for overall installation, debugging and delivery, etc., Haiyang base is charge for modular building, while Longkou base is responsible for the production and construction of jack-up platform. The Group realized a sales income of RMB 230 million in the first half year, down by 86.96% compared with the amount of RMB 1.764 billion at the same period of last year, with the loss of RMB 583 million. Two projects were delivered in the first half year. The main reasons of substantial decline of operating income and continual losses are as follows: the amount of delivered historical orders reduced and existing delayed delivery, what’s worse, the external orders in construction reduced, and the facilities usage rate declined. In the first half of 2011, the Group’s offshore engineering business has a significant progress in terms of construction of production base and investment of significant assets, providing strong space support and security for offshore engineering equipment manufacture: the expansive transformation project of fitting-out port for YCRO drilling platform has been finished, which can be berthed by nine drilling platform at the same time; the Phase I and II projects for the processing of pile leg semi-chord equipment advanced smoothly, which will enhance the capacity of pile leg supporting semi-products upon completion; the construction of LCRO’s port, relevant supporting facilities and project has been advanced smoothly, which will overall increase the construction ability of LCRO upon completion. As the key operating management task of offshore engineering business for this year, the order delivery has been advanced as expectation. Two projects were delivered in the first half year, while the other nine projects are under construction at current (two semi-submersible drilling platforms, five jack-up platform and two semi-submersible lifting platforms). Two semi-submersible drilling platforms constructed for COSL will be delivered after completion in the next half year. With the successive delivery of deep-water semi-submersible drilling platform, CIMC Raffles Offshore Ltd. (SCRO) has new improvement for its offshore engineering equipment in terms of construction ability and efficiency. The customers and ship classification societies gave high evaluation on the quality and HSE of the platform. In Apr. 2011, the first deep-water semi- submersible drilling platform established for COSL, COSL Pioneer 1#, was successfully delivered in the destination of Norway. In Jun. 2011, COSL Pioneer gained the AOC certificate issued by PSA in Norway. AOC certificate is the necessary condition to operate in Norway, which means that COSL Pioneer meets the requirement and standard of continental shelf sea area operation in Norway. In Apr. 2011, SS Amazonia, the second deep-water semi-submersibles drilling platform established for Schahin in Brazil by YCRO, which was delivered at Yantai. The main operating sea area of the SS Amazonia delivered this time and its sister ship, the SS Pantanal (a semi-submersibles drilling platform) delivered for Brazil in Oct. 2010, were Brazil sea area and Gulf of Mexico. These two platforms would be leased to Brazil National Petroleum Corporation by Brazil Schahin Corporation. In Jun. 2011, SS Pantanal platform entered into Operation area of Brazil Marlin Oil Field to do the dynamic positioning, which is the last test before drilling. In May 2011, Super M2 H196, the first jack-up drilling platform constructed by LCRO, was successful delivered, which is researched and developed by American F&G Corporation, 18 carefully designed by YCRO. It marked that the strategy of Ruffles jack-up drilling platform construction base was advanced as schedule. In Jun. 2011, STORNES, the flexible fallpipe vessel constructed for Van Oord Marine Services BV in Holland by YCRO, was successfully delivered in Yantai. Fallpipe vessel is one of the necessary tool ships for offshore exploitation, playing important role in high-end offshore engineering industry. STORNES is the 5th flexible fallpipe vessel in the World. The successful delivery of STORNES marks a new break-through on the design and construction of offshore engineering special vessel, meanwhile, a new progress on the design and construction of high-end offshore engineering vessel for China. In respect of the new orders and market expansion, CIMC Ruffles made a series market expansion by attending the industrial exhibitions and visiting target customers as well as other channels. In the first half year, three sales contracts for the self-constructed jack-up drilling platform were signed, which is likely to improve the earnings in the next half of the year. In Jul. 2011, CIMC Ruffles gained a construction main contract agreement for two 50,000-ton multi-function semi-submersible drilling platforms. In the first half year, the traditional powerful countries on offshore engineering, such as South Korea and Singapore, etc. still hold the dominant position of gaining new orders in the global market. In the next half year and the future, the Group will continue to expand market in the areas with active offshore engineering business, such as the Gulf of Mexico, South America, Northern Europe, Middle East, Russia and West African, etc.. Meanwhile, the Group will hold the domestic investment demands and opportunities on offshore engineering equipment during the 12th five-year-plan period, so as to gain substantial break-through. In order to promote the development of the Group’s offshore engineering business, the Group has improved the enterprise management base of CIMC Ruffles and its mechanism, reversed the current operating management situation and realized the corporation development goal. And the Board of Directors of CIMC Ruffles made some adjustment on its corporation senior management in Apr. 2011. The Company’s original President, Mr. Mai Boliang took over the post of CEO from Mr. Zhang Liren, Mr. Zhang Liren continued to undertake the post of Vice Chairman of the Board. And the Group’s Vice President Mr. Yu Ya was appointed as President to assist CEO to be responsible for the Company’s routine operation work. The Company believes that offshore engineering industry is the national strategic emerging industry, which is also the Group’s key business to cultivate in the future. CIMC Ruffles has the production base with favorable conditions and innovative construction mode, possessing professional technology and management team. By batch delivery of projects in construction especially initial-construction projects, CIMC Ruffles and its team accumulated construction experience, and improved the management ability, as well as cultivate the competitive advantage. In the first half year, CIMC Ruffles fixed the task of enterprise reformation and goals at various stages. Besides, it started the adjustment and optimization on its organization structure and personnel structure, so as to solve the problem of redundant personnel and realize staff reduction but efficiency increases. The management believe that it will lay solid foundation for the Company’s long development by improving invigoration mechanism, enhancing management efficiency and improving production organization and management flow. In respect of R&D and Design platform, the Group has established Yantai CIMC Offshore Research Institute and Shanghai CIMC Offshore Research and Development Center. The Group also owns the National Resources Offshore Oil Drilling Platform R&D (experiment) Center named by the National Energy Bureau. The Company will continue to enhance the construction of CIMC Offshore Engineering Research Institute, drawing more high-end talents, to create an international top offshore engineering equipment design and research platform. 19 —— Airport Equipment Business In the first half year, the overall demands of domestic airport equipment industry maintained fast growth. The large airport expansion or transformation projects in Shenzhen, Hefei, Shijiazhuang, etc. started successively; overseas aviation industry had entered into the recovery period, for the airport equipment in the mature market such as Europe, America, etc. entering into the refresh cycle. The market demands for airport equipment tended to increase stably. Due to the delivery cycle, in the first half year, Shenzhen CIMC – Tianda Airport Support Ltd. (CIMC Tianda), whose 70% equity is held by the Company, sold 59 sets of boarding bridges, 2 food vehicles, etc., realizing sales revenue of RMB 140 million, increased by 466.02% compared with the amount (RMB 25 million) at the same period of last year, with the loss of RMB 12,156,000. Domestic solid garage boosted in the first half of the year, as the biggest vehicle production and sales country in the world at current, the increasingly serious problem of parking in cities will stimulate the large domestic demands for solid garage, as well as bring more business opportunities for the solid garage products by CIMC Tianda. The boarding bridge orders gained in the first half of 2011 were mainly from domestic market, and the other foreign orders were from the area markets of Europe, Middle Asia, Middle America and Africa; In respect of the cargo processing system, there are two supply contracts for domestic railway rolling stock depot, etc.; and won the solid garage project for domestic large real estate development project as the supporting item. Looking forward to the second half year, overseas aviation industry will continue to recover, while domestic aviation industry will keep continuous growth since government has increased the investment of infrastructure construction and carried out policies to stimulate the domestic demands, which keep the airport construction scale at a high level on the whole, so does the market demands of boarding bridges. Except for the boarding bridge market, CIMC Tianda has possessed the strong industrial competitive advantage, it is predicted to gain large increase in its total sales revenue and net profits in 2011. —— Other Business Logistic equipment and service business: The Group is committed to providing special logistic equipment and comprehensive logistic solutions for customer from different trades. Our logistic equipment products mainly include pallet containers for automobiles, logistic, foods, chemical, and agriculture, stainless steel IBC (Intermediate Bulk Container) applicable in chemical and foods fields, and various special logistic equipments, such as wind power product logistic, and commercial car assembly logistic equipment. In the first half year, CIMC has sold 440,000 units/sets, an increase of 32% over the same period last year; and achieved the sales revenue of RMB 801 million, up by 86.71% compared with the same period of last year; while the gross profit had a slight decrease. The main products in logistic equipment production industry were still pallet container, synthetic rubber container, offshore container and tank container, and their production kept with high capacity and efficiency in the first half year; the Group also continued to explore new customers. Through the transformation and improvement of the logistic rental information system, the Group had improved its supporting and operating management ability, decreased the cost. In respect of logistic transport business, the Group actively expanded its export business for BUSDECK commercial vehicles with good profitability. In respect of logistic leasing business, the Group adjusted its operating strategy by focusing on the domestic market and improving the turnover rate of the leased assets. Chinese logistic equipment and service business falls behind the developed countries and in the demands for industrial transformation, however, now it faces the long period of overall 20 development with large development space. With the rise of land price and labor cost, more and more attention on logistic service is paid by various domestic industries, especially from FMCG, electron, vehicles industries, etc.. Therefore, in the next half year and 2012, in respect of the logistic equipment manufacturing business, the Group will continue to consolidate its original overseas market and try its best to explore domestic market, so as to gain large order; in respect of the logistic service business, the Group will give all out to develop domestic logistic service projects, find opportunities to realize fast expansion. Real estate development business: Under the control on the real estate within the whole country, purchase limited, rate increased and construction of indemnificatory apartments has caused more and more competitive pressure on the national real estate development enterprises. In the first half of 2011, CIMC’ Jiangmen, Yangzhou, Zhenjiang and Shenzhen projects were all advanced as schedule. Up to 30 Jun. 2011, operating revenue of RMB 51.33 million was gained with total profit as RMB 17 million, which were mainly from the investment on associate enterprises. Railway equipment manufacturing business: Dalian CIMC Railway Equipment Co., Ltd., a subsidiary company of CIMC, is devoted to the development of railway equipment business. In the first half year, its operating income is RMB 68,019,000, representing a large growth as compared with the same period last year. 2. No share-participating company's investment income has exerted over 10% impacts on CIMC’s net profit during the reporting period. 3. Problems and Solutions in Operation (1) Challenges brought by wide economic fluctuations to business decision-making of enterprises After the financial crisis, there were still structural contradictions and potential risks, including imbalance between financial revenue and expenditure, excess liquidity, as well as the sluggish economic growth, in main developed economies. Moreover, global economic integration also dragged emerging economies into the swamp with aggravated overheating risks. Thus, the risk of global economic instability was growing. The overall features of the shipping market could be concluded as “fluctuations in recovery and development in fluctuations”. Having experienced economic recovery in 2010, the shipping market witnessed a tougher environment in 2011. Therefore, as influenced by fluctuations in world economy and prices of bulky goods, purchase quantity of raw materials in container industry varied more often, cycle time of orders gradually shortened, and seasonal fluctuations of capacity utilization rate became wider, bringing about long-term challenges to business decision-making of enterprises. Countermeasures: The Group kept playing the role of operating advantages, advanced research and development of industrial leading technologies; improved its ability to predict industrial changes and market trends, and enhanced the factory’s operating adaptability in respects of supply chain and staffing. (2) Over recent years, especially in 2010, problems such as shortage of workforce, difficulty of worker recruitment, increasing personnel mobility, and rising labour cost generally came up in costal areas of China. In future China, labour cost will keep rising, costal land will gradually run short, and environment protection requirements will be lifted to upper level. Having been in great demand of resources, container industry (especially dry van container) will face the pressure from adjustment of policies on national industrial structure and 21 requirements for further improvement of standards. Countermeasures: The Group timely raised payment for workers by more than 20%. For long-term concern, the Group launched investment on and construction of new automatic production line in the second half year of Y2010 to realize upgrade of production mode and improve efficiency, so as to decrease its dependence on resources such as labour and land, and make itself more qualified for governmental standards on environment protection and other issues. (3) For a long period, appreciation of RMB currency will accelerate, which will, to some extent, weaken the competitiveness of Chinese manufacturing industry and export businesses. Countermeasures: The Group will plan ahead, make corresponding arrangements in terms of investment, asset security, and foreign exchange hedging instrument, and take dynamic adjustment, so as to control risks. Global economy will still fluctuate in a short time. Whereas, the trend of recovery of global economy will remain unchanged, creating little possibility of a double dip. For the purpose of maintaining healthy development and sustainable growth of core businesses, the Group will keep adjusting businesses and organization structure, upgrade overall strategy, increase input on R&D, improve administration, raise operating efficiency, seize opportunities during the adjusting period of domestic economic structure, and carry on internal risk control. (Ⅲ) Information about Company’s Investments 1. Use of Raised Fund None. 2. Non-raised Fund Investments None. 1) Equity Investment ① Purchase of share: None. ② Registration of new companies Unit: RMB million Completion Registered Company Currency in the fist Equity Business scope capital half year(%) Investment management, Shenzhen entrusted asset management, CIMC Vehicles investment on industries; sales 1 Park Investment RMB 5 100% 100% of vehicles (not including Management cars), leasing of houses and Co., Ltd. fields, as well as property management. ③ Capital increase for subsidiary companies and associated companies Unit: RMB million Item Capital increase amount For subsidiary companies: Yangzhou Tailee Special Equipment Co., Ltd. 60 Yangzhou Lijun Industry & Trade Co., Ltd. 60 For joint ventures and associated companies: Super-Refrigeration Equipment (Shanghai) 3.6 22 Co., Ltd. C&C Trucks Co., Ltd. 405 2) Other Investment RMB 672,120,000 of net increase in CIMC fixed assets scale (including projects in construction) ( Ⅳ ) Comparison between actual business performance in reporting period and planning at the beginning of the period In the first half year, there is no significant variance between actual business performance in reporting period and planning at the beginning of the period. (Ⅴ) Expected change of net profit from January to September 2011 None. 23 V. Significant Events (I) Explanation on Corporate Governance In the reporting period, in strict compliance with related state rules, as well as regulations and documents newly issued by CSRC, Shenzhen Securities Regulatory Bureau, and Shenzhen Stock Exchange, the Company kept perfecting corporate governance and maintained standardized operation. At the year-begin, in line with the spirit of Internal Control Standards and its Supporting Indexes issued by the Ministry of Commerce of the People’s Republic of China, CSRC, the State Administration of Taxation, the State Administration for Industry & Commerce of the People’s Republic of China, and the State Administration of Foreign Exchange, the Audit and Supervision Department of the Company set up a work team to compare the 18 operational indexes with the internal control system previously constructed by the Company and thereby formed a template file, so as to prepare well for implementation of the aforesaid Internal Control Standards and its Supporting Indexes. As required by CSRC in experimental projects of internal control, the Company adjusted and enhanced the Committee for Construction of Internal Control System, and confirmed members of the committee and related responsibilities. In Mar. 2011, the Company convened the experimental meeting under Internal Control Standards of CIMC, launched the testing and improvement system on internal control from top to bottom, and focused on training the internal control team in related knowledge of internal control. All functional departments and subsidiaries carried out self-inspection, self-appraisal, and rectification in compliance with the unified standards set by the Group, drew up the risk matrix and perfected 35 internal control rules on the basis of internal-control work plan, and thereby perfected thorough investigation and remediation on internal control of the whole Group. The Group adapted to new work requirements related to internal control system, improved the process of rolling work plan (from monthly to weekly), and internally audited the first-stage software for audit work in IT platform. In accordance with requirements of the Announcement on Conducting Work Affairs Related to Experimental Projects of Internal Control Standards of Listed Companies in Shenzhen Administration Area (Shen-Zheng-Ju-Gong-Si-Zi [2011] No.31), the Company reported the progress of internal control to Shenzhen Securities Regulatory Bureau on schedule. During the reporting period, in compliance with requirements of the Announcement on Further Enhancing Information Disclosure of Listed Companies in Shenzhen Administration Area and Investor Reception (Shen-Zheng-Ju-Gong-Si-Zi [2011] No.55), the Company organized related staffs to carefully study laws and regulations related to information disclosure of listed companies, as well as rules and regulations related to internal information disclosure and investor reception of the Company, which strengthened the awareness for standardized information disclosure, enhanced management of investor reception, and guaranteed the factuality, accuracy, completeness, timeliness, as well as fairness of disclosed information. The Company is quite independent of two principal shareholders, namely China Merchants International Ltd. and COSCO Pacific Ltd. and other related enterprises in business, human resources, assets, organization and financial affairs, which fully ensured its independent operation. There is no discrepancy between actual corporate governance and the requirements specified in relevant documents of CSRC. (II) Implementation of profit and dividend distribution plan for 2010 and interim profit distribution for 2010 The Profit and Dividend Distribution Plan for Year 2010 was approved at the 2010 Annual Shareholders’ General Meeting on 13 Apr. 2011. According to the Plan, a dividend of RMB 24 3.5 (tax included) will be distributed for every 10 shares based on the total current share capital of 2,662,396,051 shares. Up until the end of the reporting period, all dividends had been distributed. For more details, see the public notice on the dividend distribution implementation published on China Securities Journal, Shanghai Securities News, Securities Times and Hong Kong Ta Kung Pao dated 25 May 2011. The Company will not distribute profit or turn capital reserves into share capital for the first half of 2011. (III) Significant arbitration and lawsuit of the Company during the reporting period There was no significant arbitration or lawsuit of the Company during the reporting period. (IV) Securities investment and equity of other companies held by the Company 1. Securities investment Unit: RMB’000 Initial Number of Proportion in Profits and Book value N Stock Stock investment shares held at total securities gains in Name for short at o. variety code amount period-end investment at reporting period-end (RMB’000) (unit: share) period-end (%) period 1 A share 000568 Luzhou Laojiao 30,346 650,000 29,328 9.61% -35,937 Weifu 2 A share 000581 23,494 725,130 27,954 9.16% 1,015 High-Tech 3 A share 000858 Wuliangye 23,520 700,000 25,004 8.19% 763 Weifu 4 B share 200581 59,434 4,134,633 86,547 28.36% -13,507 High-Tech B Sino-trans 5 H share 00368 20,590 2,996,500 5,731 1.88% -1,595 Shipping H 6 S share G05.SI GoodPack 103,345 13,500,000 130,176 42.66% -9,364 Other securities investment held at the 2,834 - 404 0.13% -1 period-end Profits or losses of securities sold in the 16,062 reporting period Total 263,563 - 305,144 100% -42,564 2. Equity of other listed companies held by the Company Unit: RMB’000 Equity Initial Profit and loss Change in the owners’ Stock Short form of proportion in Book value at investment in the reporting equity in the reporting code stock that of this the period-end amount period period company China Merchants 600036 25,461 0.53% 150,069 0 1,815 Bank China Merchants 600999 57,518 0.9% 593,511 0 -16,968 Securities OEL Otto Energy Ltd 13,480 1.19% 8,258 0 0 Total 96,459 - 751,838 0 -15,153 3. Equity of non-listed financial enterprises and companies to be listed held by the Company Naught (V) Significant acquisition or sale of assets that occurred in the reporting period 25 There’s no significant acquisition or sale of assets that occurred in the reporting period (VI) Significant Related transaction There was no significant related transaction in the Company during the reporting period (VII) Significant contract and its implementation 1. Significant trusteeship, contracting and leasing in the reporting period For details about contracted business to affiliated subsidiaries of the Company, please refer to Notes of the Financial Statements. 2. Significant guarantee contracts During the reporting period, the Company provided the guarantees to shareholding subsidiaries and for vehicles business to any other party, which all were the guarantees for the loans occurred for supporting production and operation of the Company. As of 30 Jun. 2011, the guarantees are as follow: Unit: RMB Ten thousand Guarantees provided by the Company for external parties (excluding those for subsidiaries) Total guarantee amount in the reporting period -13,978.00 Total guarantee balance at the period-end 90,455.00 Guarantees for subsidiaries Total guarantee amount provided for -63,612.00 subsidiaries in the reporting period Total balance of the guarantee amount provided 147,997.00 for subsidiaries at the period-end Total guarantee amount of the Company (Including the guarantee for the subsidiaries) Total guarantee amount 238,452.00 Proportion of the total guarantee amount in net 13.14% assets of the Company Among which: Guarantee amount provided for the shareholders, actual controller and other related 0 parties Guarantee amount directly and indirectly provided for the guaranteed with an 70,819.00 assets-liability ratio over 70% Amount of the total guarantee exceeding 50% 0 net assets of the Company Total amount of the three types of guarantees 70,819.00 above CIMC Vehicle Group, the wholly-owned subsidiary of the Company, handled the buyer credit and loan business for the buyers that purchase special vehicle from its subordinate companies. As at 30 Jun. 2011, balance of external guarantee that CIMC Vehicle Group and its subsidiaries for sales of products by means of the buyer credit and loan was RMB 904,550,000. By 30 Jun. 2011, the Company provided guarantee amounting to RMB 708,190,000 for controlled subsidiaries whose assets-liability ration is over 70%, which was approved by the Board of Directors. There is no illegal guarantee. For details, please refer to the Public Notice on Providing Guarantees for Application of Subsidiaries, Their Dealers and Customers for Bank Credits in 2011 (Public Notice No.: [CIMC] 2011-006). 3. During the reporting period, there was no case of entrusting the others to manage the cash assets. 26 (VIII) Special explanation and independent opinion made by independent directors on relevant matters 1. Independent directors’ opinion on nomination of director candidates of the 6th Board of Directors: Nomination procedure and profession qualification of the Company’s directors accord with laws and regulations in the Company Law and Articles of Association. We agree to nominate Mr. Sun Jiakang and Mr. Wang Xingru as director candidates to fill in gap of the 6th Board of Directors. (IX) Performance on the stock option incentive scheme (I) Implementation of the stock option incentive scheme of CIMC On 28 Dec. 2009, the 16th Session of the 5th Board of Directors for year 2009 of CIMC and the 7th Session of the 5th Supervisory Committee for year 2009 of CIMC were held, at which the Stock Option Incentive Scheme of China International Marine Containers (Group) Co., Ltd. (Draft), the Appraisal Measures for Implementing Stock Option Incentive Scheme of China International Marine Containers (Group) Co., Ltd. and the Proposal on Submitting the Shareholders’ General Meeting to Authorize the Board of Directors to Transact Matters Related with Stock Option Incentive Scheme of CIMC were reviewed and approved. And the independent directors issued The Independent Opinion on the Stock Option Incentive Scheme of China International Marine Containers (Group) Co., Ltd. (Draft) by the Independent Directors. On 1 Sep. 2010, the Company convened the 5th Session of the 6th Board of Directors for Year 2010 and the 3rd Session of the 6th Supervisory Committee for Year 2010, which reviewed and approved Proposal on Revising the Stock Option Incentive Scheme of China International Marine Containers (Group) Co., Ltd (Draft), and amended the original incentive scheme. With unanimous review by CSRC, on 17 Sep. 2010, the 1st Special Shareholders’ Meeting for Y2010 of the Company reviewed and passed the Stock Option Incentive Scheme of China International Marine Containers (Group) Co., Ltd. (hereafter referred to as Incentive Scheme of Stock Option). The Company completed this stock option registration on 26 Jan. 2011. On 13 Apr. 2011, the Shareholders’ General Meeting for Y2010 of the Company reviewed and passed the Scheme on Distribution of Profit and Dividends of the Company for Y2010, which decided to distribute RMB 3.50 (tax included) for every 10 shares to all shareholders on the basis of the total current share capital of 2,662,396,051 shares of the Company. According to the Proposal on Urging the Shareholders’ General Meeting to Authorize the Board of Directors to Handle Matters Related to the Company’s Stock Option Incentive Scheme reviewed and passed on the 1st Special Shareholders’ General Meeting in 2010, the 8th Session of the 6th Board of Directors of the Company in 2011 made corresponding adjustment on exercise price of A-share stock option, which amounted to RMB 12.04 after the adjustment. The number of stock option granted to grantees in this scheme was 60 million, accounting for 2.25% of the total share capital of the Company, of which 54 million was initially granted. And the grantees were core technical (business) staff and middle management staff, amounted to 181. And the initial exercise price was RMB 12.39 per share with the grant date as 28 Sep. 2010, and the valid period of this stock option incentive scheme was ten years since the initial grant date of the stock option, which was divided into two periods to exercise, and the first exercise period was from the initial trade date after two years since the grant date to the last trade date within four years since the grant date, and it was allowed to exercise no more than 25% of the total granted stock options; the second exercise period was from the 27 initial trade date after four years since the grant date to the last trade date of this plan, and it was allowed to exercise no more than 75% of the total stock options. The large-scale stock option incentive and the strict exercise conditions would integrate the interest of the Company and that of the staffs themselves, so as to stimulate the staffs’ enthusiasm significantly, and thus input endless energy to the development of the Company. For details, please referred to the Revised Stock Option Incentive Scheme of CIMC(Draft), (Revised) disclosed in http://www.cninfo.com.cn on 3 Sep. 2010. (Ⅹ) Commitments made Naught (Ⅺ) Visits, surveys and interviews received by the Company During the reporting period, the Company the Company received 58 batches of visitors for visiting, surveying and visiting plants by institutional investors such as funds, investment companies, securities companies and individual investors etc. The Company did not disclose or give away unpublicized significant information to the institutional investors and individual investors. Topics discussed and Time Location Means Investors information provided The business structure of the Company, the recent status in the 5 Jan. 2011 The Company Field research China Merchants Securities industry, the main business status, investment progress, outlook for the industry in 2011 Shanghai Chongyang Investment 6 Jan. 2011 The Company Field research Ditto Management Co. Ltd 7 Jan. 2011 The Company Field research Merrill Lynch, Goldman Sachs Ditto Customer RCM of Deutsche One-to-many 7 Jan. 2011 Beijing Bank, Fidelity, Neuberger Ditto conference Berman, Invesco HK, Be Tangshan Ruiyin International 12 Jan. 2011 Eastern factory Field research Ditto Trade Co., Ltd., Bosera Funds 13 Jan. 2011 The Company Field research Triskele Capital Ditto Daiwa Securities, Nikko Asset 17 Jan. 2011 The Company Field research Ditto Management Co.,Ltd Oriental Patron Securities, Great 19 Jan. 2011 The Company Field research Ditto Wall Securities Goldman Sachs, 20 Jan. 2011 The Company Field research Ditto CITIC-PRUDENTIAL FUND 24 Jan. 2011 The Company By telephone UOB Assets Management Ditto Customer of Guosen Securities, 15 Feb. 2011 The Company Field research Lombarda China Fund, China Ditto AMC One-to-many 16 Feb. 2011 Shenzhen China AMC,Harvest Fund Ditto conference 18 Feb. 2011 The Company Field research Value Partners Ditto Customers of CICC, Sinolink 23 Feb. 2011 The Company Field research Ditto Securities 24 Feb. 2011 The Company Field research Morgan Stanley Ditto Fuh Hwa Securities Investment 23 Mar. 2011 The Company Field research Ditto Trust 23 Mar. 2011 The Company Field research JP Morgan and its customers Explanation for the Company’s 28 business performance in 2010 China One-to-many China Merchants Securities and its Explanation for the Company’s 23 Mar. 2011 Merchants conference fund business performance in 2010 Securities The business structure of the Company, the recent status in the 24 Mar. 2011 The Company Field research Bosera Funds industry, the main business status, investment progress, outlook for the industry in 2011 CITIC Securities, China 28 Mar. 2011 The Company Field research Ditto Merchants Fund 29 Mar. 2011 The Company Field research GF Securities Ditto 30 Mar. 2011 The Company Field research Liuhe Capital, Huashang Fund Ditto 31 Mar. 2011 The Company Field research Theleme Parterners Capital Ditto Taishin Securities Investment 8 Apr. 2011 The Company By telephone Ditto Trust 14 Apr. 2011 The Company Field research HSBC Ditto Standard Chartered Bank, Huatai United Securities, Assets 15 Apr. 2011 The Company Field research Ditto Management of General Electric Company Winnington Capital Assets 27 Apr. 2011 The Company By telephone Ditto Management 27 Apr. 2011 The Company Field research Morgan Stanley Ditto Clients of Goldman Sachs: Changsheng Fund Management, Business structure of the China International Fund Company’s marine industry, Management Co., Ltd, China Life 5 May 2011 The Company Field research recent industry, main businesses, Insurance Asset Management business performance in 2010, Company Ltd., DACHENG industry outlook for 2011 FUND MANAGEMENT CO., LTD Business structure of the Company’s marine industry, Morgan Stanley, Tangshan Ruiyin recent industry, main businesses, 6 May 2011 The Company Field research International Trade Co., Ltd. investment progress, business performance in 2010, industry outlook for 2011 9 May 2011 The Company By telephone DnB NOR Asset Management Ditto 11 May 2011 The Company Field research DIAM CO., LTD Ditto 13 May 2011 The Company By telephone Target Asset Management Ditto Mirae Asset Global Investment, 16 May 2011 The Company Field research Ditto Chang Xin Asset Management Business structure of the Company’s marine industry, 17 May 2011 Yantai Field research GE Asset Management recent industry, main businesses, business performance in 2010, industry outlook for 2011 Business structure of the Company’s marine industry, recent industry, main businesses, 17 May 2011 The Company Field research CICC investment progress, business performance in 2010, industry outlook for 2011 18 May 2011 The Company Field research Merrill Lynch, UBS SDIC Ditto 19 May 2011 The Company One-to-many Jeffries, Shenyin & Wanguo Ditto 29 conference Securities and its customer 23 May 2011 The Company By telephone NOMURA SECURITIES Ditto 27 May 2011 The Company Field research CHINA POST FUND Ditto 30 May 2011 The Company Field research CITIC Securities Ditto 31 May 2011 The Company Field research Hengtai Securities Ditto 1 Jun. 2011 The Company By telephone ROCIM Ditto 1 Jun. 2011 The Company Field research Haitong Securities Ditto DACHENG FUND 3 Jun. 2011 The Company Field research Ditto MANAGEMENT CO., LTD China Southern Fund, Penghua 9 Jun. 2011 The Company Field research Ditto Fund One-to-many Strategic committee of HUATAI 10 Jun. 2011 Shanghai Ditto conference UNITED SECURITIES UBS Fundmental Investment 13 Jun. 2011 The Company Field research Ditto Group Customer INVESCO of Tangshan 20 Jun. 2011 Yantai Field research Ruiyin International Trade Co., Ditto Ltd. The Royal Bank of Scotland Asset 21 Jun. 2011 The Company Field research Ditto Management Limited One-to-many Haitong ; AllianceBernstein ; 22 Jun. 2011 Eastern factory Ditto conference Principal ; Shadowfax; UBP ; GS China International Fund Management Co., Ltd, China AMC, DACHENG, Rising One-to-many Investment, Guotai Securities, Ditto 22 Jun. 2011 Yantai conference Yingda Securities, BOC, CICC, Changjin Asset, Hengshenyun , Yinhua Fund,Guosen Securities One-to-many 23 Jun. 2011 Qingdao Customer of UBS Ditto conference One-to-many 24 Jun. 2011 Shanghai Customer of Essence Securities Ditto conference CLSA Asia-Pacific Markets, KGI, 29 Jun. 2011 The Company Field research Guangzhou Securities Research Ditto Institute 30 Jun. 2011 The Company By telephone Daiwa Securities Ditto (XII) Engagement and dismissal of the accounting firm On 13 Apr. 2011, the Company held the Annual Shareholders’ General Meeting 2010, at which Proposal on Engagement of Accounting Firms was reviewed and approved and engaged KPMG Certified Public Accountants as Auditor for auditing accounting statements for the year 2011. (XIII) None of the Company, the Company’s Board of Directors and directors were criticized or condemned by any authority in the reporting period. 30 China International Marine Containers (Group) Co., Ltd. ENGLISH VERSION OF FINANCIAL STATEMENTS FOR THE PERIOD 1 JANURARY 2011 TO 30 JUNE 2011 IF THERE IS ANY CONFLICT OF MEANING BETWEEN THE CHINESE AND ENGLISH VERSIONS, THE CHINESE VERSION WILL PREVAIL 31 China International Marine Containers (Group) Co., Ltd. Consolidated balance sheet as at 30 June 2011 30 June 2011 31 December 2010 Note RMB’000 RMB’000 Assets Current assets Cash at bank and on hand V.1 6,860,768 4,655,696 Financial assets held for trading V.2 385,256 525,661 Bills receivable V.3 430,591 508,585 Accounts receivable V.4 11,953,665 8,129,836 Prepayments V.6 2,011,657 2,433,447 Interest receivable 2,705 4732 Other receivables V.5 3,109,195 2,236,272 Inventories V.7 15,486,058 13,423,747 Non-current assets due within one V.8 year 1,412,448 1,185,502 Other current assets V.9 729,817 688,030 Total current assets 42,382,160 33,791,508 Non-current assets Available-for-sale financial assets V.10 751,838 768,467 Long-term receivables V.11 3,646,949 1,336,257 Long-term equity investments V.12 1,949,645 1,548,332 Investment property V.13 88,837 77,356 Fixed assets V.14 10,039,431 10,006,466 Construction in progress V.15 2,336,814 1,697,664 Intangible assets V.16 3,204,935 3,218,571 Goodwill V.17 1,236,394 1,168,594 Long-term deferred expenses V.18 24,158 27,978 Deferred tax assets V.19 502,760 489,456 Total non-current assets 23,781,761 20,339,141 Total assets 66,163,921 54,130,649 32 China International Marine Containers (Group) Co., Ltd. Consolidated balance sheet as at 30 June 2011 (continued) 30 June 2011 31 December 2010 Note RMB’000 RMB’000 Liabilities and shareholders’equity Current liabilities Short-term loans V.22 11,534,193 8,309,309 Financial liabilities held for trading V.23 60,365 3,810 Bills payable V.24 2,070,161 2,538,623 Accounts payable V.25 9,573,142 9,117,500 Advances from customers V.26 2,535,551 1,935,731 Employee benefits payable V.27 1,689,917 1,365,532 Taxes payable V.28 880,646 789,155 Interest payable V.29 48,096 13,168 Dividends payable V.30 190,367 16,046 Other payables V.31 3,105,985 2,388,367 Provisions V.32 690,574 649,573 Non-current liabilities due within one V.33 2,382,780 2,844,521 year Total current liabilities 34,761,777 29,971,335 Non-current liabilities Financial liabilities held for trading V.23 69,465 154,292 Long-term loans V.34 5,219,372 3,912,148 Special payables V.36 16,913 16,442 Deferred tax liabilities V.19 627,157 572,866 Long-term payable V.37 98,417 118,858 Bond payable V.35 3,987,276 - Other non-current liabilities V.38 229,374 178,008 Total non-current liabilities 10,247,974 4,952,614 Total liabilities 45,009,751 34,923,949 Shareholders’ equity Share capital V.39 2,662,396 2,662,396 Capital reserve V.40 940,116 1,349,420 Surplus reserve V.41 2,861,050 3,577,588 Retained earnings V.42 12,016,019 10,689,335 Foreign currency translation (335,706) (2,055,682) differences Total equity attributable to equity 18,143,875 16,223,057 holders of the Company Minority interests 3,010,295 2,983,643 Total equity 21,154,170 19,206,700 Total liabilities and shareholders’ 66,163,921 54,130,649 33 China International Marine Containers (Group) Co., Ltd. Balance sheet as at 30 June 2011 Note 30 June 2011 31 December 2010 RMB’000 RMB’000 Assets Current assets Cash at bank and on hand XII.1 1,493,881 419,945 Financial assets held for trading XII.2 82,286 162,298 Dividends receivable XII.3 4,332,745 4,243,437 Other receivables XII.4 6,434,470 4,175,168 Bills receivable - 31,000.00 Total current assets 12,343,382 9,031,848 Non-current assets Available-for-sale financial assets XII.5 743,580 759,401 Long-term equity investments XII.6 3,756,078 3,662,478 Fixed assets 139,787 144,692 Construction in progress 43,229 25,224 Intangible assets 22,518 23,109 Long-term deferred expenses 5,945 4,999 Total non-current assets 4,711,137 4,619,903 Total assets 17,054,519 13,651,751 34 China International Marine Containers (Group) Co., Ltd. Balance sheet as at 30 June 2011 (continued) Note 30 June 2011 31 December 2010 RMB’000 RMB’000 Liabilities and shareholders’equity Current liabilities Short-term loans XII.7 964,716 480,897 Financial liabilities held for trading XII.8 56,131 556 Bills payable - 200,000 Employee benefits payable XII.9 506,373 368,275 Taxes payable XII.10 82,449 59,080 Interest payable 33,440 5,522 Dividends payable XII.11 151,260 - Other payables 169,264 9,407 Non-current liabilities due within one year XII.12 786,766 2,729,353 Total current liabilities 2,750,399 3,853,090 Non-current liabilities Financial liabilities held for trading XII.8 55,831 136,846 Long-term loans XII.13 4,001,196 2,473,381 Bonds Payable XII.14 3,987,276 - Deferred tax liabilities XII.15 11,942 50,291 Total non-current liabilities 8,056,245 2,660,518 Total liabilities 10,806,644 6,513,608 Shareholders’ equity Share capital 2,662,396 2,662,396 Capital reserve XII.16 279,973 852,264 Surplus reserve 2,861,050 3,577,588 Retained earnings 444,456 1,579,889 Translation differences of financial statements - (1,533,994) denominated in foreign currency Total equity 6,247,875 7,138,143 Total liabilities and Shareholders’ equity 17,054,519 13,651,751 35 China International Marine Containers (Group) Co., Ltd. Consolidated income statement for the period ended 30 June 2011 from 1 January to 30 June 2011 from 1 January to 30 June 2010 Note RMB’000 RMB’000 Operating income V.43 36,478,098 21,237,889 Less: Operating costs V.43 29,499,900 18,246,729 Business taxes and surcharges V.44 73,154 19,188 Selling and distribution expenses V.45 968,591 558,349 General and administrative expenses V.46 1,715,951 1,032,191 Financial expenses V.47 399,962 252,090 Impairment loss(reversal) V.50 73,709 29,344 Add: Gain from changes in fair value V.48 (88,256) 86341 Investment income V.49 71,207 (57,021) (Including: Income from investment in 28,739 22,582 associates and jointly controlled enterprises) Operating profit 3,729,782 1,129,318 Add: Non-operating income V.51 103,013 194,848 Less:Non-operating expenses V.52 15,276 5,501 (Including:Loss from non-current assets 7,041 47 disposal) Profit before income tax 3,817,519 1,318,665 Less:Income tax expenses V.53 1,024,118 233,516 Net profit for the period 2,793,401 1,085,149 Attributable to: Equity shareholders of the Company 2,807,629 912,556 Minority shareholders (14,228) 172,593 Earnings per share Basic earnings per share V.54 1.0545 0.3428 Diluted earnings per share V.54 1.0545 0.3428 Other comprehensive income V.55 49,193 (506,809) Total comprehensive income 2,842,594 578,340 Attributable to: Equity shareholders of the Company 2,794,047 471,475 Minority shareholders 48,547 106,865 36 China International Marine Containers (Group) Co., Ltd. Income statement for the period ended 30 June 2011 from 1 January to 30 June 2011 from 1 January to 30 June 2010 Note RMB’000 RMB’000 700 61 Ⅰ .Operating income Less: Operating costs 39 - General and administrative expenses 285,548 53,534 Financial expenses (36,153) 16,931 Add: Gains/(losses) from changes in XII.17 (8,719) 7,477 fair value Investment income XII.18 222,704 98,303 Ⅱ .Operating(loss)/ profit (34,749) 35,376 Add: Non-operating income XII.19 1,186 29,514 Less: Non-operating Expenses 310 - Including:Losses from disposal of (608) - non-current assets Ⅲ .(Loss)/Profit before income tax (33,873) 64,890 Less:Income tax expenses XII.20 (37,687) (6,039) 3,814 70,929 Ⅳ .Net profit for the period Ⅴ .Other comprehensive income XII.21 (15,153) (249,793) Ⅵ .Total comprehensive income (11,339) (178,864) 37 China International Marine Containers (Group) Co., Ltd. Consolidated cash flow statement for the period ended 30 June 2011 Note from 1 January to 30 June 2011 from 1 January to 30 June 2010 RMB’000 RMB’000 Cash flows from operating activities: Cash received from sale of goods and rendering of 30,785,201 17,168,426 services Refund of taxes 2,088,686 296,416 Other cash received relating to operating activities V.56 (1) 227,162 209,210 Sub-total of cash inflows 33,101,049 17,674,052 Cash paid for goods and services 31,152,788 16,810,031 Cash paid to and for employees 2,195,235 1,055,284 Cash paid for all types of taxes 1,309,083 838,147 Other cash paid relating to operating activities V.56 (2) 2,605,387 1,748,328 Sub-total of cash outflows 37,262,493 20,451,790 Net cash (outflow) / inflow from operating activities V.57 (1) (4,161,444) (2,777,738) Cash flows from investing activities: Cash received from disposal of investments 68,353 12,112 Cash received from return on investments 24,617 - Net cash received from disposal of fixed assets, 7,301 797 intangible assets and other long-term assets Sub-total of cash inflows 100,271 12,909 Cash paid for acquisition of fixed assets, intangible 1,083,498 512,040 assets and other long-term assets Cash paid for acquisition of investments 295,502 170,255 Cash paid for acquisition of subsidiaries 49,936 419,155 Other cash paid relating to investing activities - Sub-total of cash outflows 1,428,936 1,101,450 Net cash outflow from investing activities (1,328,665) (1,088,541) Cash flows from financing activities: Cash received from investors - 97,499 Including: Cash received from minority shareholders of - 97,499 subsidiaries Cash received from borrowings 20,968,220 8,700,457 Other cash received relating to financing activities - - Sub-total of cash inflows 20,968,220 8,797,956 Cash repayments of borrowings 12,913,949 4,760,420 Cash paid for dividends, profits distribution or interest 1,252,464 450,101 Including: Dividends and profits paid to minority 214 6,860 shareholders of subsidiaries Other cash paid relating to financing activities Sub-total of cash outflows 14,166,413 5,210,521 Net cash inflow / (outflow) from financing activities 6,801,807 3,587,435 Effect of foreign exchange rate changes on cash and (4,728) (94,736) cash equivalents Net increase / (decrease) in cash and cash equivalents V.57 (2) 1,306,970 (373,580) Add:cash and cash equivalents at the beginning of the 3,797,415 4,396,525 period Cash and cash equivalents at the end of the period 5,104,385 4,022,945 38 China International Marine Containers (Group) Co., Ltd. Cash flow statement for the period ended 30 June 2011 Note from 1 January to 30 June 2011 from 1 January to 30 June 2010 RMB’000 RMB’000 Ⅰ .Cash flows from operating activities: Other cash received relating to operating activities 5,852,855 3,293,949 Cash paid to and for employees 49,433 36,174 Cash paid for all types of taxes 7,420 210,811 Other cash paid relating to operating activities 7,983,815 3,257,367 Sub-total of cash outflows 8,040,668 3,504,352 Net cash inflow / (outflow) from operating activities XII.22 (2,187,813) (210,403) Ⅱ .Cash flows from investing activities: Cash received from disposal of investments 45,853 12,112 Cash received from return on investments 133,002 104,029 Net cash received from disposal of fixed assets, 1,975 - intangible assets and other long-term assets Cash received from disposal of subsidiaries - 11,281 Sub-total of cash inflows 180,830 127,422 Cash paid for acquisition of fixed assets, intangible 24,596 1,479 assets and other long-term assets Cash paid for acquisition of investments 93,600 609,321 Sub-total of cash outflows 118,196 610,800 Net cash inflow /(outflow) from investing activities 62,634 (483,378) Ⅲ .Cash flows from financing activities: Cash received from borrowings and subtotal of cash 7,732,083 3,480,788 inflows Cash repayments of borrowings 3,626,511 2,116,757 Cash paid for dividends, profits distribution or 905,494 333,108 interest Sub-total of cash outflows 4,532,005 2,449,865 Net cash inflow / (outflow) from financing activities 3,200,078 1,030,923 Ⅳ .Effect of foreign exchange rate changes on cash (919) (1,459) and cash equivalents Ⅴ .Net increase / (decrease) in cash and cash 1,073,980 335,683 Add:cash and cash equivalents at the beginning of 417,461 137,680 Ⅵ .Cash and cash equivalents at 30 June 2011 1,491,441 473,363 39 China International Marine Containers (Group) Co., Ltd. Consolidated statement of changes in shareholders’ equity for the period ended 30 June 2011 RMB'000 RMB'000 from 1 January to 30 June 2011 2010 Item Attributable to equity shareholders of the Company Attributable to equity shareholders of the Company Share Capital Surplus Retained Foreign currency Minority Share Capital Surplus Retained Foreign currency Minority Note capital reserve reserve earnings exc.diff interests Total capital reserve reserve earnings exc.diff interests Total I.Balance at 1 January 2011 2,662,396 1,349,420 3,577,588 10,689,335 (2,055,682) 2,983,643 19,206,700 2,662,396 1,557,703 3,577,588 8,229,532 (1,829,011) 1,628,423 15,826,631 II.Changes in equity for the period - - - - - - - - - - - - - - (I) Net profit for the period - - - 2,807,629 - (14,228) 2,793,401 - - - 3,001,851 - (150,992) 2,850,859 (II)Other comprehensive income for V.55 the year - (3,471) - - (10,111) 62,775 49,193 - (269,122) - - (226,671) (40,561) (536,354) Sub-total of (I)&(II) - (3,471) - 2,807,629 (10,111) 48,547 2,842,594 - (269,122) - 3,001,851 (226,671) (191,553) 2,314,505 (III) Shareholders’ contributions and decrease of capital - 0 - - - - - - - - - - - - 1.Contributions by minority - - - - - - - - - - - - 97,548 97,548 2.Acquisition of minority interests of subsidiary - - - - - - - - 1,274 - - - (1,274) - 3.Increase in minority interests resulted from acquisition of subsidiary - - - - - - - - - - - - 1,528,694 1,528,694 4.Decrease in minority interests resulted from disposal of subsidiary - - - - - - - - - - - - (13,956) (13,956) 5.Decrease in retained earnings resulted from acquisition of minority - - - - - - - - - - (222,560) - (33,803) (256,363) 6.Increase in shareholders’ equity Ⅶ.1 resulted from share-based payments - 56,339 - - - 1,667 58,006 - 59,565 - - - 10,991 70,556 (IV)Appropriation of profits - - - - - - - - - - - - - - 1.Appropriation for surplus reserve - - - - - - - - - - - - - - 2.Distributions to shareholders V.42(1) - - - (929,568) - (23,562) (953,130) - - - (319,488) - (41,427) (360,915) (V) Effect of change in functional currency - (462,172) (716,538) (551,377) 1,730,087 - - - - - - - - III.Balance at 30 June 2011 2,662,396 940,116 2,861,050 12,016,019 (335,706) 3,010,295 21,154,170 2,662,396 1,349,420 3,577,588 10,689,335 (2,055,682) 2,983,643 19,206,700 40 China International Marine Containers (Group) Co., Ltd. Statement of changes in shareholders’ equity for the period ended 30 June 2011 RMB'000 from 1 January to 30 June 2011 2010 Translation Translation differences of differences of Item Note financial financial Share Capital Surplus Retained statements Total Share Capital Surplus Retained statements Total capital reserve reserve earnings denominated in capital reserve reserve earnings denominated foreign in foreign currency currency Ⅰ.Balance at 1 January 2011 2,662,396 852,264 3,577,588 1,579,889 (1,533,994) 7,138,143 2,662,396 1,045,202 3,577,588 1,932,874 (1,266,301) 7,951,759 Ⅱ.Changes in equity for the period (Ⅰ)Net profit for the period - - - 3,814 - 3,814 - - - (33,497) - (33,497) (Ⅱ)Other comprehensive income for XII.22 the period - (15,153) - - - (15,153) - (219,021) - - (267,693) (486,714) Sub-total of (Ⅰ)&(Ⅱ) - (15,153) - 3,814 - (11,339) - (219,021) - (33,497) (267,693) (520,211) (Ⅲ) Shareholders' contributions and decrease of capital 1.Increase in shareholders equity resulted from sharebased payment - 50,639 - - - 50,639 26,083 - - - 26,083 (Ⅳ) Appropriation of profits 1.Distributions to shareholders V.40 - - - (929,568) - (929,568) - - - (319,488) - (319,488) (Ⅳ)Others - (607,777) (716,538) (209,679) 1,533,994 - - - - - - - Ⅲ.Balance at 30 June 2011 2,662,396 279,973 2,861,050 444,456 - 6,247,875 2,662,396 852,264 3,577,588 1,579,889 (1,533,994) 7,138,143 41 China International Marine Containers (Group) Co., Ltd. Notes to the financial statements (Expressed in thousands of USD or RMB) I COMPANY STATUS China International Marine Containers (Group) Co., Ltd. (the “Company”), formerly “China International Marine Containers Co., Ltd.”, was a Sino-foreign joint venture set up by China Merchants Group, the East Asiatic Company (Denmark) and Ocean Containers Inc.(USA). In December 1992, as approved by “Shen Fu Ban Fu [1992] 1736” issued by the General Office of the People’s Government of Shenzhen and “Shen Ren Yin Fu Zi (1992) 261” issued by Shenzhen Special Economic Zone Branch of People’s Bank of China, the Company was restructured as an incorporated company set up by directional subscription and was renamed as “China International Marine Containers Co., Ltd.” by the original corporate shareholders of the Company. On 31 December 1993 and 17 January 1994 respectively, the Company issued ordinary shares denominated in Renminbi for domestic investors (A Shares) and for foreign shares issued domestically (B Shares), and commenced trading on Shenzhen Stock Exchange. Pursuant to “Shen Fu Ban Fu [1993] 925” issued by the General Office of the People’s Government of Shenzhen and “Shen Zheng Ban Fu [1994] 22” issued by Shenzhen Securities Administration Office. On 1 December 1995, as approved by the State Administration of Industry and Commerce, the Company changed its name to “China International Marine Containers (Group) Co., Ltd”. Up to 30 June 2011, the share capital of the Company amounted to 2,662,396,051 shares. Please refer to Note V.38 for details of the share capital. The principal activities of the Company and its subsidiaries (together referred to as the “Group”) are the manufacturing of modern transportation facilities, facilities for energy, food, chemistry and rendering of relative services. Detailed activities are the manufacturing and repairing of containers and other relevant business; utilizing the Group’s equipment to process and manufacture various parts, structure components and relevant machines; providing cutting, punching, moulding, riveting surface treatment (including sand/paint spraying, welding and assembly) and other processing services; developing, manufacturing and selling of various high-tech and high performance special vehicles and semi-trailers; leasing of containers; developing, production and sales of high-end fuel gas equipments such as pressure container and compressor; providing integrated services for natural gas distribution; production of static container and pot-type wharf equipments and providing EP+CS (engineering procurement and construction supervision) technical service for the storage and processing of LNG, LPG and other petrochemical gases. Apart from the above, the Group is also engaged in manufacturing of logistic equipment and related services, marine projects, railway trucks production and property development, etc. CIMC Enric Holdings Limited, the subsidiary of the Group, is listed in the Main Board of the Stock Exchange of Hong Kong Limited. The principal activities of the Group are the design, development, manufacturing, engineering and sales of, and the provision of technical maintenance service for, a wide spectrum of transportation, storage and processing equipment that is widely used in energy, chemical and liquid food industries. 42 II. BASIS OF PREPARATION 1. BASIS OF FINANCIAL REPORTING The financial statements have been prepared on the basis that the Company will continue to operate throughout the next accounting period until 31 December 2011 as a going concern. 2. STATEMENT OF COMPLIANCE The financial statements have been prepared in accordance with the requirements of “Accounting Standards for Business Enterprises No. 32-Interim Financial Reporting” issued by the Ministry of Finance (MOF) of the People’s Republic of China (PRC), and “Regulation on the Contents and Formats of Companies Issuing Public Shares, No. 3: Contents and Formats for Half-year Financial Reports” as revised by the China Securities Regulatory Commission (CSRC) in 2007.The same accounting policies are followed in the interim financial statements as compared with financial statements for the year 2010.According to “Accounting Standards for Business Enterprises No. 32-Interim Financial Reporting”, notes to interim financial statements are properly compared with annual report. 3. ACCOUNTING PERIOD The accounting year of the Group is from 1 January to 31 December. 4. FUNCTIONAL CURRENCY The Group determines its functional currencies based on the major currencies in business transactions The functional currency of the Company was USD in 2010 and prior years. As RMB are used more and more in business transactions of the Company and some domestic subsidiaries was getting strengthened, the Company will change the functional currency to RMB since 1 January 2011. The company’s Hong Kong and certain overseas subsidiaries use local currencies as their functional currencies. Foreign currencies are defined as currency other than functional currency. The financial statements are prepared using RMB. For subsidiaries using currencies other than U.S dollar as their functional currencies, the Company translates the financial statements of these subsidiaries into U.S dollars (see Note II.8). 43 II. BASIS OF PREPARATION (CONTINUED) 5. ACCOUNTING TREATMENTS FOR BUSINESS COMBINATIONS INVOLVING ENTERPRISES UNDER AND THOSE NOT UNDER COMMON CONTROL (1) Business combinations involving enterprises under common control A business combination involving enterprises under common control is a business combination in which all of the combining enterprises are ultimately controlled by the same party or parties both before and after the business combination, and that control is not transitory. The assets and liabilities obtained are measured at the carrying amounts as recorded by the enterprise being combined at the combination date. The difference between the carrying amount of thenet assets obtained and the carrying amount of consideration paid for the combination (or the total face value of shares issued) is adjusted to share premium in the capital reserve. If the balance of share premium is insufficient, any excess is adjusted to retained earnings. The combination date is the date on which one combining enterprise effectively obtains control of the other combining enterprises. (2) Business combinations involving enterprises not under common control A business combination involving enterprises not under common control is a business combination in which all of the combining enterprises are not ultimately controlled by the same party or parties both before and after the business combination. Where 1) the aggregate of the fair value at the acquisition date of assets transferred (including the acquirer’s previously held equity interest in the acquiree), liabilities incurred or assumed, and equity securities issued by the acquirer, in exchange for control of the acquiree, exceeds 2) the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the difference is recognised as goodwill (see Note II.18). Where 1) is less than 2), the difference is recognised in profit or loss for the current period. The costs of the issuance of equity or debt securities as a part of the consideration paid for the acquisition are included as a part of initial recognition amount of the equity or debt securities. Other acquisition-related costs arising from the business combination are recognised as expenses in the periods in which the costs are incurred. The difference between the fair value and the carrying amount of the assets transferred is recognised in profit or loss. The acquisition date is the date on which the acquirer effectively obtains control of the acquiree. The acquirer, at the acquisition date, allocates the cost of the business combination by recognising the acquiree’s identifiable asset, liabilities and contingent liabilities at their fair value at that date. 44 II. BASIS OF PREPARATION (CONTINUED) 5. ACCOUNTING TREATMENTS FOR BUSINESS COMBINATIONS INVOLVING ENTERPRISES UNDER AND THOSE NOT UNDER COMMON CONTROL (CONTINUED) (2) Business combinations involving enterprises not under common control (continued) In a business combination, the acquiree’s deductible temporary differences obtained by the Group are not recognised if the deductible temporary differences do not satisfy the criteria for recognition of deferred tax assets at the acquisition date. The Group recognises the relevant deferred tax assets and reduces goodwill accordingly if within 12 months of the acquisition date, new or updated information indicates that at the acquisition date, the obtained deferred tax benefit is expected to be realised in future periods. If the goodwill is insufficient to be deducted, any remaining deferred tax benefits shall be recognised in profit or loss for the current period. All other acquired deferred tax benefit shall be included in profit or loss for the current period. 6. PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements comprise the Company and its subsidiaries. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its operating activities. In assessing control, potential voting rights, such as warrants and convertible bonds, that are currently exercisable or convertible, are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Where a subsidiary was acquired during the reporting period, through a business combination involving enterprises under common control, the financial statements of the subsidiary are included in the consolidated financial statements as if the combination had occurred at the date that the ultimate controlling party first obtained control. Therefore the opening balances and the comparative figures of the consolidated financial statements are restated. In the preparation of the consolidated financial statements, the subsidiary’s assets, liabilities and results of operations are included in the consolidated balance sheet and the consolidated income statement, respectively, based on their carrying amount from the date that common control was established. Where a subsidiary was acquired during the reporting period, through a business combination involving enterprises not under common control, the identifiable assets, liabilities and results of operations of the subsidiaries are consolidated into consolidated financial statements from the date that control commences, base on the fair value of those identifiable assets and liabilities at the acquisition date. 45 II. BASIS OF PREPARATION (CONTINUED) 6. PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) For a business combination not involving enterprises under common control and achieved in stages, the Group remeasures its previously-held equity interest in the acquiree to its fair value at the acquisition date. The difference between the fair value and the carrying amount is recognised as investment income for the current period; the amount recognised in other comprehensive income relating to the previously-held equity interest in the acquiree is reclassified as investment income for the current period. Where the Company acquires a minority interest from a subsidiary’s minority shareholders or disposes of a portion of an interest in a subsidiary without a change in control, the difference between the amount by which the minority interests are adjusted and the amount of the consideration paid or received is adjusted to the capital reserve in the consolidated balance sheet. If the credit balance of capital reserve is insufficient, any excess is adjusted to retained earnings. Where the Company acquired a minority interest from a subsidiary’s minority shareholders before 7 August 2008, any excess of the investment cost for acquiring the minority interest over the Group’s interest in the fair value of the identifiable net assets of the minority interest acquired is recognised as goodwill. Where the Company acquired a minority interest from a subsidiary’s minority shareholders, the difference between the investment cost for acquiring the minority interest and the corresponding reduction of minority interest in the consolidated financial statements, is adjusted to the capital reserve in the consolidated balance sheet except for the portion that has been recognised as goodwill. If the credit balance of capital reserve is insufficient, any excess is adjusted to retained earnings. When the Group loses control of a subsidiary due to the disposal of a portion of an equity investment, the remaining equity investment is remeasured at its fair value at the date when control is lost. The difference between 1) the total amount of consideration received from the transaction that resulted in the loss of control and the fair value of the remaining equity investment and 2) the carrying amounts of the interest in the former subsidiary’s net assets immediately before the loss of the control is recognised as investment income for the current period when control is lost. The amount recognised in other comprehensive income in relation to the former subsidiary’s equity investment is reclassified as investment income for the current period when control is lost. Minority interest is presented separately in the consolidated balance sheet within shareholders’ equity. Net profit or loss attributable to minority shareholders is presented separately in the consolidated income statement below the net profit line item. When the amount of loss for the current period attributable to the minority shareholders of a subsidiary exceeds the minority shareholders’ portion of the opening balance of shareholders’ equity of the subsidiary, the excess is allocated against the minority interests. 46 II. BASIS OF PREPARATION (CONTINUED) 6. PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) When the accounting period or accounting policies of a subsidiary are different from those of the Company, the Company makes necessary adjustments to the financial statements of the subsidiary based on the Company’s own accounting period or accounting policies. Intra-group balances and transactions, and any unrealised profit or loss arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised losses resulting from intra-group transactions are eliminated in the same way as unrealised gains but only to the extent that there is no evidence of impairment. 7. CASH AND CASH EQUIVALENTS Cash and cash equivalents comprise cash on hand, demand deposits, and short-term, highly liquid investments, which are readily convertible into known amounts of cash and are subject to an insignificant risk of change in value. 8. FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION OF FINANCIAL STATEMENTS DENOMINATED IN FOREIGN CURRENCY When the Group receives capital in foreign currencies from investors, the capital is translated to functional currency at the spot exchange rate at the date of the receipt. Other foreign currency transactions are, on initial recognition, translated to functional currency at the rates that approximate the spot exchange rates at the dates of the transactions. A spot exchange rate is an exchange rate quoted by the People’s Bank of China. A rate that approximates the spot exchange rate is a rate determined under a systematic and rational method, normally the average exchange rate of the current period or the weighted average exchange rate. Monetary items denominated in foreign currencies are translated to functional currency at the spot exchange rate at the balance sheet date. The resulting exchange differences are recognised in profit or loss, except those arising from the principal and interest on foreign currency borrowings specifically for the purpose of acquisition, construction or production of qualifying assets (see Note II.16). Non-monetary items denominated in foreign currencies that are measured at historical cost are translated to functional currency using the foreign exchange rate at the transaction date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated using the foreign exchange rate at the date the fair value is determined; the exchange differences are recognised in profit or loss, except for the differences arising from the translation of available-for-sale financial assets, which is recognised in capital reserve. 47 II. BASIS OF PREPARATION (CONTINUED) 8. FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION OF FINANCIAL STATEMENTS DENOMINATED IN FOREIGN CURRENCY (CONTINUED) The assets and liabilities of foreign operation are translated to functional currency at the spot exchange rates at the balance sheet date. The equity items, excluding “Retained earnings”, are translated to functional currency at the spot exchange rates at the transaction dates. The income and expenses of foreign operation are translated to functional currency at the rates that approximate the spot exchange rates at the transaction dates. The resulting exchange differences are recognised in a separate component of equity. Upon disposal of a foreign operation, the cumulative amount of the exchange differences recognised in equity which relates to that foreign operation is transferred to profit or loss in the period in which the disposal occurs. 9. FINANCIAL INSTRUMENTS Financial instruments include cash at bank and on hand, derivatives, investments in debt and equity securities other than long-term equity investments (see Note II.12), receivables, payables, loans and borrowings and share capital. (1) Financial assets and financial liabilities A financial asset or financial liability is recognised in the balance sheet when the Group becomes a party to the contractual provisions of a financial instrument. The Group classifies financial assets and liabilities into different categories at initial recognition based on the purpose of acquiring assets or assuming liabilities: financial assets and financial liabilities at fair value through profit or loss, loans and receivables, held-to-maturity investments, available-for-sale financial assets and other financial liabilities. Financial assets and financial liabilities are measured initially at fair value. For financial assets and financial liabilities at fair value through profit or loss, any directly attributable transaction costs are charged to profit or loss; for other categories of financial assets and financial liabilities, any attributable transaction costs are included in their initial costs. Subsequent to initial recognition financial assets and liabilities are measured as follows: - Financial assets and financial liabilities at fair value through profit or loss (including financial assets or financial liabilities held for trading) A financial asset or financial liability is classified as at fair value through profit or loss if it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term or if it is a derivative, unless the derivative is a designated and effective hedging instrument, or a financial guarantee contract or a derivative that is linked to and must be settled by delivery of an unquoted equity instrument (without a quoted price from an active market) whose fair value cannot be reliably measured. 48 II. BASIS OF PREPARATION (CONTINUED) 9. FINANCIAL INSTRUMENTS (1) Financial assets and financial liabilities (continued) - Financial assets and financial liabilities at fair value through profit or loss (including financial assets or financial liabilities held for trading) (continued) Subsequent to initial recognition, financial assets and financial liabilities at fair value through profit or loss are measured at fair value, and changes therein are recognised in profit or loss. - Receivables Receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Subsequent to initial recognition, receivables are stated at amortised cost using the effective interest method. - Available-for-sale financial assets Available-for-sale financial assets include non-derivative financial assets that are designated upon initial recognition as available for sales and other financial assets which do not fall into any of the above categories. An investment in equity instrument which does not have a quoted market price in an active market and whose fair value cannot be reliably measured is measured at cost subsequent to initial recognition. Other than investments in equity instruments whose fair value cannot be measured reliably as described above, subsequent to initial recognition, other available-for-sale financial assets are measured at fair value and changes therein, except for impairment losses and foreign exchange gains and losses from monetary financial assets, which are recognised directly in profit or loss, are recognised directly in equity. When an investment is derecognised, the cumulative gain or loss in equity is removed from equity and recognised in profit or loss. Dividend income from these equity instruments is recognised in profit or loss when the investee declares the dividends. - Other financial liabilities Financial liabilities other than the financial liabilities at fair value through profit or loss are classified as other financial liabilities. 49 II. BASIS OF PREPARATION (CONTINUED) 9. FINANCIAL INSTRUMENTS (1) Financial assets and financial liabilities (continued) - Other financial liabilities (continued) Other financial liabilities include the liabilities arising from financial guarantee contracts. Financial guarantees are contracts that require the Group (i.e. the guarantor) to make specified payments to reimburse the beneficiary of the guarantee (the holder) for a loss the holder incurs because a specified debtor fails to make payment when due in accordance with the terms of a debt instrument. Where the Group issues a financial guarantee, subsequent to initial recognition, the guarantee is measured at the higher of the amount initially recognised less accumulated amortisation and the amount of a provision determined in accordance with the principles of contingent liabilities (see Note II.21). Except for the liabilities arising from financial guarantee contracts described above, subsequent to initial recognition, other financial liabilities are measured at amortised cost using the effective interest method. Financial assets and financial liabilities are presented separately in the balance sheet and are not offset. However, a financial asset and a financial liability are offset and the net amount presented in the balance sheet when both of the following conditions are satisfied: - the Group has a legal right to set off the recognised amounts and the legal right is currently enforceable; - the Group intends either to settle on a net basis, or to realise the financial asset and settle the financial liability simultaneously. (2) Determination of fair values If there is an active market for a financial asset or financial liability, the quoted price in the active market without adjusting for transaction costs that may be incurred upon future disposal or settlement is used to establish the fair value of the financial asset or financial liability. For a financial asset held or a financial liability to be assumed, the quoted price is the current bid price and, for a financial asset to be acquired or a financial liability assumed, it is the current asking price. If no active market exists for a financial instrument, a valuation technique is used to establish the fair value. Valuation techniques include using recent arm’s length market transactions between knowledgeable, willing parties; reference to the current fair value of another instrument that is substantially the same. The Group calibrates the valuation technique and tests it for validity periodically. 50 II. BASIS OF PREPARATION (CONTINUED) 9. FINANCIAL INSTRUMENTS (CONTINUED) (3) Derecognition of financial assets and financial liabilities A financial asset is derecognised if the Group’s contractual rights to the cash flows from the financial asset expire or if the Group transfers substantially all the risks and rewards of ownership of the financial asset to another party. Where a transfer of a financial asset in its entirety meets the criteria for derecognition, the difference between the two amounts below is recognised in profit or loss: - carrying amount of the financial asset transferred; - the sum of the consideration received from the transfer and any cumulative gain or loss that has been recognised directly in equity. The Group derecognises a financial liability (or part of it) only when the underlying present obligation (or part of it) is discharged. (4) Impairment of financial assets The carrying amounts of financial assets (other than those at fair value through profit or loss) are reviewed at each balance sheet date to determine whether there is objective evidence of impairment. If any such evidence exists, impairment loss is provided. Objective evidences that a financial asset is impaired includes but is not limited to evidence arising from the following events: (a) significant financial difficulty of the issuer or obligor; (b) a breach of contract by the borrower, such as a default or delinquency in interest or principal payments; (c) it becoming probable that the borrower will enter bankruptcy or other financial reorganisations; (d) the disappearance of an active market for that financial asset because of financial difficulties of the issuer; (e) significant changes with an adverse effect that have taken place in the technological, market, economic or legal environment in which the issuer operates, indicating that the cost of the investment in the equity instrument may not be recovered by the investor; (f) a significant or prolonged decline in the fair value of an investment in an equity instrument below its cost. For the calculation method of impairment of receivables, refer to Note II.10, The impairment of other financial assets are measured as follows: 51 II. BASIS OF PREPARATION (CONTINUED) 9. FINANCIAL INSTRUMENTS (CONTINUED) (4) Impairment of financial assets (continued) - Available-for-sale financial assets Available-for-sale financial assets are assessed for impairment on an individual basis. When an available-for-sale financial asset is impaired, the cumulative loss arising from decline in fair value that has been recognised directly in equity is removed from equity and recognised in profit or loss even though the financial asset has not been derecognised. If, after an impairment loss has been recognised on an available-for-sale debt instrument, the fair value of the debt instrument increases in a subsequent period and the increase can be objectively related to an event occurring after the impairment loss was recognised, the impairment loss is reversed through profit or loss. An impairment loss recognised for an investment in an equity instrument classified as available-for-sale is not reversed through profit or loss. (5) Equity investments An equity instrument is a contract that proves the ownership interest of the assets after deducting all liabilities in the Company. The consideration received from the issuance of equity instruments net of transaction costs is recognised in share capital and capital reserve. Consideration and transaction costs paid by the Company for repurchasing self-issued equity instruments are deducted from shareholders’ equity. 10. IMPAIRMENT OF RECEIVABLES Receivables are assessed for impairment both on an individual basis and on a collective group basis. Where impairment is assessed on an individual basis, an impairment loss in respect of a receivable is calculated as the excess of its carrying amount over the present value of the estimated future cash flows (exclusive of future credit losses that have not been incurred) discounted at the original effective interest rate. All impairment losses are recognised in profit or loss. The assessment is made collectively where receivables share similar credit risk characteristics (including those having not been individually assessed as impaired), based on their historical loss experiences, and adjusted by the observable figures reflecting present economic conditions. 52 II. BASIS OF PREPARATION (CONTINUED) 10. IMPAIRMENT OF RECEIVABLES (CONTINUED) If, after an impairment loss has been recognised on receivables, there is objective evidence of a recovery in value of the financial asset which can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss. A reversal of an impairment loss will not result in the asset’s carrying amount exceeding that which would have been determined had no impairment loss been recognised in prior years. (a) Receivables that are individually significant and are assessed for impairment on an individual basis: Criteria of provision for Individually significant receivables are the receivable that are receivables with the individual amount over individually significant RMB10 million (inclusive) or accounting to 5% or and are assessed for more of the total receivables. impairment on an individual basis. Method of provision for An impairment loss is calculated as the excess of receivable that are its carrying amount over the present value of the individually significant estimated future cash flows (exclusive of future and are assessed for credit losses that have not been incurred) impairment on an discounted at the original effective interest rate. individual basis. (b) Receivable that are individually insignificant but are assessed for impairment on an individual basis: Criteria of provision for Within the receivables whose amounts are receivables that are individually insignificant, impairment is assessed individually insignificant on an individual basis for the overdue receivables but are assessed for unpaid after collection efforts or with unique impairment on an characteristics. individual basis. Method of provision for An impairment loss is calculated as the excess of receivable that are its carrying amount over the present value of the individually insignificant estimated future cash flows (exclusive of future but are assessed for credit losses that have not been incurred) impairment on an discounted at the original effective interest rate. individual basis. 53 II. BASIS OF PREPARATION (CONTINUED) 10. IMPAIRMENT OF RECEIVABLES (CONTINUED) (c) Receivables that are assessed for impairment on a collective group basis: The assessment is made collectively where receivables share similar credit risk characteristics, including those having not been individually assessed as impaired. Determination method of Accounts receivable are divided into six groups of the group based on credit containers, vehicles, energy and chemistry risk characteristics equipment, offshore engineering, other business, and due from related parties, land lease prepayments and operating deposits according to the industry and business nature of customers and the characteristics of the receivables. As to offshore engineering groups, the relevant receivables within credit period have lower credit risk after the grouping based on credit risk characteristics according to individual credit risk assessment and historical data. No provision is provided accordingly. As to other groups like due from related parties, land lease prepayments operating deposits, and etc, if the credit risk is assessed low after grouping based on the assessment on credit risk and their historical loss experience, no impairment loss is recognised for those groups. Group 1 Containers Group 2 Trailers Group 3 Tank equipments Group 4 Other business Methods of provision for receivables assessed on a collective group basis (based on an ageing analysis, a parentage of the total balance and others). Containers Provision is determined based on an ageing analysis. Trailers Provision is determined based on an ageing analysis. Tank equipments Provision is determined based on an ageing analysis. Other business Provision is determined based on an ageing analysis. For the above groups, provision is made based on their respective ageing analysis follows: Percentage of total accounts receivable Ageing (%) Group 1 Group 2 Group 3 Group 4 Within 1 year (inclusive) 5% 1.5 1 to 2 years (inclusive) 30% 1.5 2 to 3 years (inclusive) 100% 1.5 100% 100% Over 3 years 100% 100% 100% 100% Note: Aforesaid ageing group, the provision of Group 2 is determined based on natural age, while others are determined based on the overdue age. 54 II. BASIS OF PREPARATION (CONTINUED) 11. INVENTORIES (1) Classification Inventories include raw materials, work in progress, semi-finished goods, finished goods and reusable materials. Reusable materials include low-value consumables, packaging materials and other materials, which can be used repeatedly but do not meet the definition of fixed assets. (2) Cost of inventories Cost of inventories is calculated using the weighted average method. (3) The underlying factors in the determination of net realisable value of inventories and the basis of provision for decline in value of inventories Inventories are carried at the lower of cost and net realisable value. Cost of inventories comprises all costs of purchase, costs of conversion and other costs. Inventories are initially measured at their actual cost. Borrowing costs directly related to the production of qualifying inventories are also included in the cost of inventories (see Note II.16). In addition to the purchasing cost of raw materials, work in progress and finished goods include direct labour costs and an appropriate allocation of production overheads. Net realisable value is the estimated selling price in the normal course of business less the estimated costs to completion and the estimated expenses and related taxes necessary to make the sale. The net realisable value of materials held for use in the production of inventories is measured based on the net realisable value of the finished goods in which they will be incorporated. The net realisable value of the quantity of inventory held to satisfy sales or service contracts is based on the contract price. If the quantities of inventories specified in sales contracts are less than the quantities held by the Group, the net realisable value of the excess portion of inventories shall be based on general selling prices. Any excess of the cost over the net realisable value of each class of inventories is recognised as a provision for diminution in the value of inventories. (4) Inventory system The Group maintains a perpetual inventory system. 55 II. BASIS OF PREPARATION (CONTINUED) 11. INVENTORIES (CONTINUED) (5) Amortisation of reusable material including low-value consumables and packaging materials Reusable materials including low-value consumables and packaging materials are amortised in full when received for use. The amounts of the amortisation are included in the cost of the related assets or profit or loss. 12. LONG-TERM EQUITY INVESTMENTS (1) Investment cost (a) Long-term equity investments acquired through a business combination - The initial investment cost of a long-term equity investment obtained through a business combination involving entities under common control is the Company’s share of the subsidiary’s equity at the combination date. The difference between the initial investment cost and the carrying amounts of the consideration given is adjusted to share premium in capital reserve. If the balance of the share premium is insufficient, any excess is adjusted to retained earnings. - For a long-term equity investment obtained through a business combination not involving enterprises under common control and achieved in stages, the initial cost comprises the carrying value of previously-held equity investment in the acquiree immediately before the acquisition date, and the additional investment cost at the acquisition date. Any amounts recognised in other comprehensive income relating to the previously-held equity interest in the acquiree, are reclassified to profit or loss as investment income when the equity investment is disposed of. - For other long-term equity investments obtained through a business combination involving enterprises not under common control, the initial investment cost represents the aggregate of the fair values of assets transferred, liabilities assumed, and equity securities issued by the Company, in exchange for control of the acquiree. (b) Long-term equity investments acquired otherwise than through a business combination - An investment in a subsidiary acquired otherwise than through a business combination is initially recognised at actual payment cost if the Group acquires the investment by cash, or at the fair value of the equity securities issued if an investment is acquired by issuing equity securities, or at the value stipulated in the investment contract or agreement if an investment is contributed by shareholders. 56 II. BASIS OF PREPARATION (CONTINUED) 12. LONG-TERM EQUITY INVESTMENTS (CONTINUED) (2) Subsequent measurement (a) Investments in subsidiaries In the Company’s separate financial statements, long-term equity investments in subsidiaries are accounted for using the cost method. Except for cash dividends or profits distribution declared but not yet distributed that have been included in the price or consideration paid in obtaining the investments, the Company recognises its share of the cash dividends or profit distributions declared by the investee as investment income irrespective of whether these represent the net profit realised by the investee before or after the investment. The investments in subsidiaries are stated in the balance sheet at cost less impairment losses. In the Group’s consolidated financial statements, investments in subsidiaries are accounted for in accordance with the principles described in Note II. 6. (b) Investment in jointly controlled enterprises and associates A jointly controlled enterprise is an enterprise which operates under joint control (see NoteII.12(3)) in accordance with a contractual agreement between the Group and other parties. An associate is an enterprise over which the Group has significant influence (see NoteII.12(3)). An investment in a jointly controlled enterprise or an associate is accounted for using the equity method, unless the investment is classified as held for sale (see Note II.28). The Group makes the following accounting treatments when using the equity method: - Where the initial investment cost of a long-term equity investment exceeds the Group’s interest in the fair value of the investee’s identifiable net assets at the date of acquisition, the investment is initially recognised at the initial investment cost. Where the initial investment cost is less than the Group’s interest in the fair value of the investee’s identifiable net assets at the date of acquisition, the investment is initially recognised at the investor’s share of the fair value of the investee’s identifiable net assets, and the difference is charged to profit or loss. 57 II. BASIS OF PREPARATION (CONTINUED) 12. LONG-TERM EQUITY INVESTMENTS (CONTINUED) (2) Subsequent measurement (continued) (b) Investment in jointly controlled enterprises and associates (continued) - After the acquisition of the investment, the Group recognises its share of the investee’s profit or loss after deducting the amortisation of the debit balance of equity investment difference, which was recognised by the Group before the first-time adoption of CAS, as investment income or losses, and adjusts the carrying amount of the investment accordingly. The debit balance of the equity investment difference is amortised using the straight-line method over the period of 10 years in accordance with previous accounting standards. Once the investee declares any cash dividends or profits distributions, the carrying amount of the investment is reduced by that amount attributable to the Group. The Group recognises its share of the investee’s net profits or losses after making appropriate adjustments to align the accounting policies or accounting periods with those of the Group based on the fair values of the investee’s identifiable net assets at the date of acquisition. Unrealised profits and losses resulting from transactions between the Group and its associates or jointly controlled enterprises are eliminated to the extent of the Group’s interest in the associates or jointly controlled enterprises. Unrealised losses resulting from transactions between the Group and its associates or jointly controlled enterprises are eliminated in the same way as unrealised gains but only to the extent that there is no evidence of impairment. - The Group discontinues recognising its share of net losses of the investee after the carrying amount of the long-term equity investment and any long-term interest that in substance forms part of the Group’s net investment in the associate or the jointly controlled enterprise is reduced to zero, except to the extent that the Group has an obligation to assume additional losses. Where net profits are subsequently made by the associate or jointly controlled enterprise, the Group resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised. 58 II. BASIS OF PREPARATION (CONTINUED) 12. LONG-TERM EQUITY INVESTMENTS (CONTINUED) (2) Subsequent measurement (continued) (c) Other long-term equity investments Other long-term equity investments refer to investments where the Group does not have control, joint control or significant influence over the investees, and the investments are not quoted in an active market and their fair value cannot be reliably measured. Such investments are initially recognised at the cost determined in accordance with the same principles as those for jointly controlled enterprises and associates, and then accounted for using the cost method. Cash dividends or profit distributions declared by subsidiaries and attributed to the Company shall be recognised as investment income, except those that have been declared but unpaid at the time of acquisition and therefore included in the price paid or the consideration. (3) Basis for determining the existence of joint control or significant influence over an investee Joint control is the contractual agreed sharing of control over an investee’s economic activity, and exists only when the strategic financial and operating decisions relating to the activity require the unanimous consent of the parties sharing the control. The following evidences shall be considered when determining whether the Group can exercise joint control over an investee: no single venturer is in a position to control the operating activities unilaterally; operating decisions relating to the investee’s economic activity require the unanimous consent of the parties sharing the control; if the parties sharing the control appoint one venturer as the operator or manager of the joint venture through the contractual arrangement, the operator must act within the financial and operating policies that have been agreed by the venturers in accordance with the contractual arrangement. 59 II. BASIS OF PREPARATION (CONTINUED) 12. LONG-TERM EQUITY INVESTMENTS (CONTINUED) (3) Basis for determining the existence of joint control or significant influence over an investee (continued) Significant influence is the power to participate in the financial and operating policy decisions of an investee but is not control or joint control over those policies. The following one or more evidences shall be considered when determining whether the Group can exercise significant influence over an investee: representation on the board of directors or equivalent governing body of the investee; participation in policy-making processes; material transactions between the investor and the investee; interchange of managerial personnel; or provision of essential technical information. (4) Method of impairment testing and measuring For the method of impairment testing and measuring for subsidiaries, jointly controlled enterprises and associates, refer to Note II.20. For other long-term equity investments, the carrying amount is required to be tested for impairment at the balance sheet date. If there is objective evidence that the investments may be impaired, the impairment shall be assessed on an individual basis. The impairment loss is measured as the amount by which the carrying amount of the investment exceeds the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss is not reversed. The other long-term equity investments are stated at cost less impairment losses in the balance sheet. 13. INVESTMENT PROPERTY Investment property is a property held either to earn rental income or for capital appreciation or for both. Investment property is accounted for using the cost model and stated in the balance sheet at cost less accumulated depreciation, amortisation and impairment. Investment property is depreciated or amortised using the straight line method over its estimated useful life, unless the investment property is classified as held for sale (see Note II.28). For the method of impairment testing and measuring, refer to Note II.20. 60 II. BASIS OF PREPARATION (CONTINUED) 13. INVESTMENT PROPERTY (CONTINUED) The useful lives and estimated residual values of each class of investment property are as follows: Depreciation residual / Amortisation useful life value rate rate Land use rights 29 - 50 years - 2% - 3.4% Plant and buildings 20 - 30 years 10% 3 - 4.5% 14. FIXED ASSETS (1) Recognition Fixed assets represent the tangible assets held by the Group for use in the production of goods or supply of services, for rental to others or for operation and administrative purposes with useful lives over one year. The cost of a purchased fixed asset comprises the purchase price, related taxes, and any directly attributable expenditure for bringing the asset to working condition for its intended use. The cost of self-constructed assets is measured in accordance with the policy set out in Note II.15. Where parts of an item of fixed asset have different useful lives or provide benefits to the Group in different patterns thus necessitating use of different depreciation rates or methods, each part is recognised as a separate fixed asset. The subsequent costs including the cost of replacing part of an item of fixed assets are recognised in the carrying amount of the item if the recognition criteria are satisfied, and the carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of fixed assets are recognised in profit or loss as incurred. Fixed assets are stated in the balance sheet at cost less accumulated depreciation and impairment losses. 61 II. BASIS OF PREPARATION (CONTINUED) 14. FIXED ASSETS (CONTINUED) (2) Depreciation Fixed assets are depreciated using the straight-line method over their estimated useful lives, unless the fixed asset is classified as held for sale (see Note II.28). The depreciation period and estimated residual value of each class of fixed assets are as follows: Residual Depreciation period value Depreciation Classes (years) rate rate Plants and buildings 20-30 years 10% 3-4.5% Machinery and equipment 10-12 years 10% 7.5-9% Office and other equipment 3-5 years 10% 18% Motor vehicles 5 years 10% 18% Dock, wharf 50 years 10% 1.8% Offshore engineering equipment 15-30 years 10% 3%-6% Useful lives, residual values and depreciation methods are reviewed at least each year-end. (3) For the method of impairment testing and measuring, refer to Note II.20. (4) Criteria of recognition and method of measuring for fixed assets under a finance lease For criteria of recognition and method of measuring for fixed assets under a finance lease, refer to Note II 27(3). (5) Disposal The carrying amount of a fixed asset shall be derecognised: on disposal; or when no future economic benefits are expected to be generated from its use or disposal. Gains or losses arising from the retirement or disposal of an item of fixed asset are determined as the difference between the net disposal proceeds and the carrying amount of the item and are recognised in profit or loss on the date of retirement or disposal. 62 II. BASIS OF PREPARATION (CONTINUED) 15. CONSTRUCTION IN PROGRESS The cost of self-constructed assets includes the cost of materials, direct labour, capitalised borrowing costs (see Note II.16), and any other costs directly attributable to bringing the asset to working condition for its intended use. A self-constructed asset is included in construction in progress before it is transferred to fixed asset when it is ready for its intended use. No depreciation is provided against construction in progress. Construction in progress is stated in the balance sheet at cost less impairment losses (see Note II.20). 16. BORROWING COSTS Borrowing costs incurred directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of the asset. Except for the above, other borrowing costs are recognised as financial expenses in the income statement when incurred. During the capitalisation period, the amount of interest (including amortisation of any discount or premium on borrowing) to be capitalised in each accounting period is determined as follows: - Where funds are borrowed specifically for the acquisition, construction or production of a qualifying asset, the amount of interest to be capitalised is the interest expense calculated using effective interest rates during the period less any interest income earned from depositing the borrowed funds or any investment income on the temporary investment of those funds before being used on the asset. 63 II. BASIS OF PREPARATION (CONTINUED) 16. BORROWING COSTS (CONTINUED) - Where funds are borrowed generally and used for the acquisition, construction or production of a qualifying asset, the amount of interest to be capitalised on such borrowings is determined by applying a capitalisation rate to the weighted average of the excess amounts of cumulative expenditures on the asset over the above amounts of specific borrowings. The capitalisation rate is the weighted average of the interest rates applicable to the general-purpose borrowings. The effective interest rate is determined as the rate that exactly discounts estimated future cash flow through the expected life of the borrowing or, when appropriate, a shorter period to the initially recognised amount of the borrowings. During the capitalisation period, exchange differences related to the principal and interest on a specific-purpose borrowing denominated in foreign currency are capitalised as part of the cost of the qualifying asset. The exchange differences related to the principal and interest on foreign currency borrowings other than a specific-purpose borrowing are recognised as a financial expense in the period in which they are incurred. The capitalisation period is the period from the date of commencement of capitalisation of borrowing costs to the date of cessation of capitalisation, excluding any period over which capitalisation is suspended. Capitalisation of borrowing costs commences when expenditure for the asset is being incurred, borrowing costs are being incurred and activities of acquisition, construction or production that are necessary to prepare the asset for its intended use or sale are in progress, and ceases when the assets become ready for their intended use or sale. Capitalisation of borrowing costs is suspended when the acquisition, construction or production activities are interrupted abnormally and the interruption lasts over three months. 64 II. BASIS OF PREPARATION (CONTINUED) 17. INTANGIBLE ASSETS Intangible assets are stated in the balance sheet at cost less accumulated amortisation (where the estimated useful life is finite) and impairment losses (see Note II.20). For an intangible asset with finite useful life, its cost less residual value and impairment loss is amortised on the straight-line method or other more appropriate methods that can reflect the pattern in which the asset’s economic benefits are expected to be realised over its estimated useful life, unless the intangible asset is classified as held for sale (see Note II.28). The respective amortisation periods for such intangible assets are as follows: Amortisation periods (years) Land use rights 20 - 50 Maritime space use rights 40 - 50 Technological know-how and trademarks 5 - 10 Timber concession rights 20 Customer base 8 Customer contracts 3-4 An intangible asset is regarded as having an indefinite useful life and is not amortised when there is no foreseeable limit to the period over which the asset is expected to generate economic benefits for the Group. At the balance sheet date, the Group does not have any intangible assets with indefinite useful lives. Expenditures on an internal research and development project are classified into expenditures on the research phase and expenditures on the development phase. Research is original and planned investigation undertaken with the prospect of gaining new scientific or technical knowledge and understanding. Development is the application of research findings or other knowledge to a plan or design for the production of new or substantially improved materials, devices, products or processes before the start of commercial production or use. Expenditures on research phase are recognised in profit or loss when incurred. Expenditures on development phase are capitalised if development costs can be measured reliably, the product or process is technically and commercially feasible, and the Group intends to and has sufficient resources to complete development. Capitalised development costs are stated at cost less impairment losses (see Note II.20). Other development expenditures are recognised as expenses in the period in which they are incurred. 65 II. BASIS OF PREPARATION (CONTINUED) 18. GOODWILL Goodwill represents the excess of cost of acquisition over the acquirer’s interest in the fair value of the identifiable net assets of the acquiree under the business combination involving entities not under common control. Goodwill is not amortised and is stated at cost less accumulated impairment losses (see Note II.20). On disposal of an asset group or a set of asset groups, any attributable amount of purchased goodwill is written off and included in the calculation of the profit or loss on disposal. 19. LONG-TERM DEFERRED EXPENSE Long-term deferred expenses are amortised on a straight-line method within the beneficial period: Item Amortisation period Water and electricity capacity enlargement expenses 5-10 years Rental 2-10 years Others 5-10 years 20. IMPAIRMENT OF ASSETS OTHER THAN INVENTORIES, FINANCIAL ASSETS AND OTHER LONG-TERM INVESTMENTS The carrying amounts of the following assets are reviewed at each balance sheet date based on the internal and external sources of information to determine whether there is any indication of impairment: - fixed assets - construction in progress - intangible assets - investment property measured using a cost model - long-term equity investments in subsidiaries, associates and jointly controlled entities - goodwill If any indication exists that an asset may be impaired, the recoverable amount of the asset is estimated. In addition, the Group estimates the recoverable amounts of goodwill at no later than each year-end, irrespective of whether there is any indication of impairment or not. Goodwill is allocated to each asset group or set of asset groups, which is expected to benefit from the synergies of the combination for the purpose of impairment testing. 66 II. BASIS OF PREPARATION (CONTINUED) 20. IMPAIRMENT OF ASSETS OTHER THAN INVENTORIES, FINANCIAL ASSETS AND OTHER LONG-TERM INVESTMENTS (CONTINUED) The recoverable amount of an asset, asset group or set of asset groups is the higher of its fair value less costs to sell and its present value of expected future cash flows. An asset group is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or asset groups. An asset group is composed of assets directly relating to cash-generation. Identification of an asset group is based on whether major cash inflows generated by the asset group are largely independent of the cash inflows from other assets or asset groups. In identifying an asset group, the Group also considers how management monitors the Group’s operations and how management makes decisions about continuing or disposing of the Group’s assets. An asset’s fair value less costs to sell is the amount determined by the price of a sale agreement in an arm’s length transaction, less the costs that are directly attributable to the disposal of the asset. The present value of expected future cash flows of an asset is determined by discounting the future cash flows, estimated to be derived from continuing use of the asset and from its ultimate disposal, to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the result of the recoverable amount calculating indicates the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is recognised as an impairment loss and charged to profit or loss for the current period. A provision for impairment loss of the asset is recognised accordingly. For impairment losses related to an asset group or a set of asset groups first reduce the carrying amount of any goodwill allocated to the asset group or set of asset groups, and then reduce the carrying amount of the other assets in the asset group or set of asset groups on a pro rata basis. However, that the carrying amount of an impaired asset will not be reduced below the highest of its individual fair value less costs to sell (if determinable), the present value of expected future cash flows (if determinable) and zero. Once an impairment loss is recognised, it is not reversed in a subsequent period. 67 II. BASIS OF PREPARATION (CONTINUED) 21. PROVISIONS AND CONTINGENT LIABILITIES A provision is recognised for an obligation related to a contingency if the Group has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Where the effect of time value of money is material, provisions are determined by discounting the expected future cash flows. In terms of a possible obligation resulting from a past transaction or event, whose existence will only be confirmed by the occurrence or non-occurrence of uncertain future events or a present obligation resulting from a past transaction or event, where it is not probable that the settlement of the above obligation will cause an outflow of economic benefits, or the amount of the outflow cannot be estimated reliably, the possible or present obligation is disclosed as a contingent liability. 22. SHARE-BASED PAYMENTS (1) Classification Share-based payments transactions in the Group are equity-settled share-based payments. (2) Method to determine the fair value of equity instruments Fair value of stock option is estimated based on binomial lattice model. Contract term of the stock option is used as the input variable of this model. And the binomial lattice model includes estimation of early execution of the option. The following factors are taken into account when using the binomial lattice model: (1) exercise price of the option; (2) vesting period; (3) current price of basic stocks; (4) expected fluctuation of stocks; (5) expected dividends of stocks; (6) risk-free rate within the option term. (3) Basis of the best estimate of the number of equity instruments expected to vest At each balance sheet date during the vesting period, the Group makes the best estimation according to the latest information of the number of employees who are granted to vest and revises the number of equity instruments expected to vest. On vesting date, the estimate shall be equal to the number of equity instruments that ultimately vested. 68 II. BASIS OF PREPARATION (CONTINUED) 22. SHARE-BASED PAYMENTS (CONTINUED) (4) Accounting treatment for share-based payment - equity-settled share-based payments Where the Group uses shares or other equity instruments as consideration for services received from the employees, the payment is measured at the fair value of the equity instruments granted to the employees at the grant date. If the equity instruments granted to employees do not vest until the completion of services for a vesting period, or until the achievement of a specified performance condition, the Group, at each balance sheet date during the vesting period, makes the best estimation according to the latest information of the number of employees who are granted to vest and revises the number of equity instruments expected to vest. Based on the best estimation, the Group recognises the services received for the current period as related costs or expenses, with a corresponding increase in capital reserve, at an amount equal to the fair value of the equity instruments at the grant date. For share-based payment transactions among entities within the group of companies (comprising the ultimate parent of the Group and all of its subsidiaries), the Group receiving services recognises the transaction as an equity-settled share-based payment transaction when the Group has no obligation to settle the transaction. 23. REVENUE RECOGNITION Revenue is the gross inflow of economic benefit in the periods arising in the course of the Group’s ordinary activities when the inflows result in increase in shareholders’ equity, other than increase relating to contributions from shareholders. Revenue is recognised in profit or loss when it is probable that the economic benefits will flow to the Group, the revenue and costs can be measured reliably and the following respective conditions are met: (1) Sale of goods Revenue from sale of goods is recognised when all of the general conditions stated above and following conditions are satisfied: - The significant risks and rewards of ownership of goods have been transferred to the buyer - The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold. Revenue from the sale of goods is measured at the fair value of the considerations received or receivable under the sales contract or agreement. 69 II. BASIS OF PREPARATION (CONTINUED) 23. REVENUE RECOGNITION (CONTINUED) (2) Rendering of services Revenue from rendering of services is measured at the fair value of the considerations received or receivable under the contract or agreement. At the balance sheet date, where outcome of a transaction involving the rendering of services can be estimated reliably, revenue from the rendering of services is recognised in the income statement by reference to the stage of completion of the transaction based on the progress of work performed Where outcome of rendering of services cannot be estimated reliably, if the costs incurred are expected to be recoverable, revenues are recognised to the extent that the costs incurred that are expected to be recoverable, and an equivalent amount is charged to profit or loss as service cost; if the costs incurred are not expected to be recoverable, the costs incurred are recognised in profit or loss and no service revenue is recognised. (3) Revenue from construction contracts Where the outcome of a construction contract can be estimated reliably, contract revenue and contract expenses associated with the construction contract are recognised at the balance sheet date using the percentage of completion method. The stage of completion of a contract is determined based on the proportion of the physical construction work completed to the total estimated construction work. When the outcome of a construction contract cannot be estimated reliably: - If the contract costs can be recovered, revenue is recognised to the extent of contract costs incurred that can be recovered, and the contract costs are recognised as contract expenses when incurred; - If the contract costs cannot be recovered, the contract costs are recognised as contract expenses immediately when incurred, and no contract revenue is recognised. Construction contract revenue includes initial revenue stipulated by contract and increased amount generated by contract alteration. Increased amount cannot be recognized as contract revenue unless the following contract alteration terms are all satisfied: - Client accepts and confirms the increased amount generated by contract alteration; - Increased amount can be reliably measured. Contract anticipated loss is recognised when estimated total construction contract cost exceeds contract revenue. Provision should be made for contract anticipated loss and charged into profit and losses for the current period. 70 II. BASIS OF PREPARATION (CONTINUED) 23. REVENUE RECOGNITION (CONTINUED) (4) Interest income Interest income is recognised on a time proportion basis with reference to the principal outstanding and the applicable effective interest rate. 24. EMPLOYEE BENEFITS Employee benefits are all forms of considerations given and other relevant expenditures incurred in exchange for services rendered by employees. Except for termination benefits, employee benefits are recognised as a liability in the period in which the associated services are rendered by employees, with a corresponding increase in cost of relevant assets or expenses in the current period. (1) Pension benefits Pursuant to the relevant laws and regulations of the PRC, the Group has joined a basic pension insurance for the employees arranged by local Labour and Social Security Bureaus. The Group makes contributions to the pension insurance at the applicable rates based on the amounts stipulated by the government organisation. The contributions are capitalised as part of the cost of assets or charged to profit or loss on an accrual basis. When employees retire, the local Labour and Social Security Bureaus are responsible for the payment of the basic pension benefits to the retired employees. The Group does not have any other obligations in this respect. (2) Housing fund and other social insurances Besides the pension benefits, pursuant to the relevant laws and regulations of the PRC, the Group has joined defined social security contributions for employees, such as a housing fund, basic medical insurance, unemployment insurance, injury insurance and maternity insurance. The Group makes contributions to the housing fund and other social insurances mentioned above at the applicable rate(s) based on the employees’ salaries. The contributions are recognised as cost of assets or charged to profit or loss on an accrual basis. (3) Termination benefits When the Group terminates the employment relationship with employees before the employment contracts have expired, or provides compensation as an offer to encourage employees to accept voluntary redundancy, a provision for the termination benefits provided, is recognised in profit or loss when both of the following conditions have been satisfied: - The Group has a formal plan for the termination of employment or has made an offer to employees for voluntary redundancy, which will be implemented shortly 71 II. BASIS OF PREPARATION (CONTINUED) 24. EMPLOYEE BENEFITS (CONTINUED) (3) Termination benefits (continued) - The Group is not allowed to withdraw from termination plan or redundancy offer unilaterally. 25. GOVERNMENT GRANTS Government grants are transfers of monetary assets or non-monetary assets from the government to the Group at no consideration except for the capital contribution from the government as an investor in the Group. Special funds such as investment grants allocated by the government, if clearly defined in official documents as part of “capital reserve” are dealt with as capital contributions, and not regarded as government grants. A government grant is recognised when there is reasonable assurance that the grant will be received and that the Group will comply with the conditions attaching to the grant. If a government grant is in the form of a transfer of a monetary asset, it is measured at the amount that is received or receivable. If a government grant is in the form of a transfer of a non-monetary asset, it is measured at its fair value. A government grant related to an asset is recognised initially as deferred income and amortised to profit or loss on a straight-line basis over the useful life of the asset. A grant that compensates the Group for expenses to be incurred in the subsequent periods is recognised initially as deferred income and recognised in profit or loss in the same periods in which the expenses are recognised. A grant that compensates the Group for expenses incurred is recognised in profit or loss immediately. 26. DEFERRED TAXED ASSETS AND LIABILITIES Deferred tax assets and liabilities arise from deductible and taxable temporary differences respectively, being the differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases, which include the deductible losses and tax credits carry forward to subsequent periods. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax is not recognised for the temporary differences arising from the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting profit nor taxable profit (or tax loss). Deferred tax is not recognised for taxable temporary differences arising from the initial recognition of goodwill. At the balance sheet date, the amount of deferred tax recognised is measured based on the expected manner of recovery or settlement of the carrying amount of the assets and liabilities, using tax rates that are expected to be applied in the period when the asset is recovered or the liability is settled in accordance with tax laws. 72 II. BASIS OF PREPARATION (CONTINUED) 26. DEFERRED TAXED ASSETS AND LIABILITIES (CONTINUED) The carrying amount of a deferred tax asset is reviewed at each balance sheet date. The carrying amount of a deferred tax asset is reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow the benefit of the deferred tax asset to be utilised. Any such reduction is reversed to the extent that it becomes probable that sufficient taxable profits will be available. At the balance sheet date, deferred tax assets and liabilities are offset if all the following conditions are met: - the taxable entity has a legally enforceable right to set off current tax assets against current tax liabilities, and - they relate to income taxes levied by the same tax authority on either the same taxable entity; or different taxable entities which either to intend to settle the current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered. 27. OPERATING AND FINANCE LEASES A lease is classified as either a finance lease or an operating lease. A finance lease is a lease that transfers substantially all the risks and rewards incidental to ownership of a leased asset to the lessee, irrespective of whether the legal title to the asset is eventually transferred or not. An operating lease is a lease other than a finance lease. (1) Operating lease charges Rental payments under operating leases are recognised as costs or expenses on a straight-line basis over the lease term. (2) Assets leased out under operating leases Fixed assets leased out under operating leases, except for investment property (see Note II.13) are depreciated in accordance with the Group’s depreciation policies described in Note II.14(2). Impairment losses are provided for in accordance with the accounting policy described in Note II.20. Other leased out assets under operating leases are amortised using the straight-line method. Income derived from operating leases is recognised in the income statement using the straight-line method over the lease term. If initial direct costs incurred in respect of the assets leased out are material, the costs are initially capitalised and subsequently amortised in profit or loss over the lease term on the same basis as the lease income. Otherwise, the costs are charged to profit or loss immediately. 73 II. BASIS OF PREPARATION (CONTINUED) (3) Assets acquired under finance leases When the Group acquires an asset under a finance lease, the asset is measured at an amount equal to the lower of its fair values and the present value of the minimum lease payments, each determined at the inception of the lease. The minimum lease payments are recorded as long-term payables. The difference between the value of the leased assets and the minimum lease payments is recognised as unrecognised finance charges. Initial direct costs that are attributable to a finance lease incurred by the Group are added to the amounts recognised for the leased asset. Depreciation and impairment losses are accounted for in accordance with the accounting policies described in Notes II.14(2) and II.20, respectively. If there is a reasonable certainty that the Group will obtain ownership of a leased asset at the end of the lease term, the leased asset is depreciated over its estimated useful life. Otherwise, the leased asset is depreciated over the shorter of the lease term and its estimated useful life. Unrecognised finance charge under finance lease is amortised using an effective interest method over the lease term. The amortisation is accounted for in accordance with policies of borrowing costs (see Note II.16). At the balance sheet date, long-term payables arising from finance leases, net of the unrecognised finance charges, are presented into long-term payables and non-current liabilities due within one year, respectively in the balance sheet. (4) Assets leased out under finance leases The Group recognises the aggregate of the minimum lease receipts determined at the inception of a lease and the initial direct costs as finance lease receivable. The difference between the aggregate of the minimum lease receipts, the initial direct costs, and the aggregate of their present values is recognised as unearned finance income. Unearned finance income is allocated to each accounting period during the lease term using the effective interest method. At the balance sheet date, finance lease receivables, net of unearned finance income, are presented as long-term receivables or non-current assets due within one year, respectively in the balance sheet. The Group makes provision for impairment losses of finance lease receivables (see Note II.10). The unguaranteed residual values are reviewed at least each year-end. Any excess of the carrying amount of the unguaranteed residual values over their estimated recoverable amounts is recognised as impairment loss. If there is an indication that there has been a change in the factors used to determine the provision for impairment and as a result the estimated recoverable amount of the unguaranteed residual values is greater than its carrying amount, the impairment loss recognised in prior years is reversed. Reversals of impairment losses are recognised in the income statement. 74 II. BASIS OF PREPARATION (CONTINUED) 28. ASSETS HELD FOR SALE A held-for-sale asset is classified as held for sale when the Group has made a decision and signed a non-cancellable agreement on the transfer of the asset with the transferee, and the transfer is expected to be completed within one year. Such non-current assets may be fixed assets, intangible assets, and investment property subsequently measured using the cost model, long-term equity investment etc. but not include deferred tax assets. Non-current assets held for sale are stated at the lower of carrying amount and net realisable value. Any excess of the carrying amount over the net realisable value is recognised as impairment loss. At balance sheet date, non-current assets held for sale are still presented under corresponding asset classification as they were. 29. HEDGE ACCOUNTING Hedge accounting is a method which recognises the offsetting effects on profit or loss of changes in the fair values of the hedging instrument and the hedged item in the same accounting period(s). Hedged items are the items that expose the Group to risks of changes in fair value or future cash flows and that are designated as being hedged. The Group’s hedged item include a forecast transaction that is settled with a fixed amount of foreign currency and expose the Group to foreign currency risk. A hedging instrument is a designated derivative whose changes in fair value or cash flows are expected to offset changes in the fair value or cash flows of the hedged item. For a hedge of foreign currency risk, a non-derivative financial asset or non-derivative financial liability may also be used as a hedging instrument. The hedge is assessed by the Group for effectiveness on an ongoing basis and judged whether it has been highly effective throughout the accounting periods for which the hedging relationship was designated. A hedge is regarded as highly effective if both of the following conditions are satisfied: - at the inception and in subsequent periods, the hedge is expected to be highly effective in achieving offsetting changes in fair value or cash flows attributable to the hedged risk during the period for which the hedge is designated; - the actual results of offsetting are within a range of 80% to 125%. 75 II. BASIS OF PREPARATION (CONTINUED) 29. HEDGE ACCOUNTING (CONTINUED) - Cash flow hedges A cash flow hedge is a hedge of the exposure to variability in cash flows. The portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised directly in shareholders’ equity as a separate component. That effective portion is adjusted to the lesser of the following in absolute amounts: - the cumulative gain or loss on the hedging instrument from inception of the hedge - the cumulative change in present value of the expected future cash flows on the hedged item from inception of the hedge The portion of the gain or loss on the hedging instrument that is determined to be an ineffective hedge is recognised in profit or loss. If a hedge of a forecast transaction subsequently results in the recognition of a non-financial asset or non-financial liability, the associated gain or loss is removed from shareholders’ equity and recognised in profit or loss in the same period during which the financial asset or financial liability affects profit or loss. However, if the Group expects that all or a portion of a net loss recognised directly in shareholders’ equity will not be recovered in future accounting periods, it reclassifies into profit or loss the amount that is not expected to be recovered. If a hedge of a forecast transaction subsequently results in the recognition of a financial asset or a financial liability, the associated gain or loss is removed from equity and recognised in profit or loss in the same period during which the financial asset or financial liability affects profit or loss. However, if the Group expects that all or a portion of a net loss recognised directly in shareholders’ equity will not be recovered in future accounting periods, it reclassifies into profit or loss the amount that is not expected to be recovered. For cash flow hedges, other than those covered by the preceding two policy statements, the associated gain or loss is removed from shareholders’ equity and recognised in profit or loss in the same period or periods during which the hedged forecast transaction affects profit or loss. When a hedging instrument expires or is sold, terminated or exercised, or the hedge no longer meets the criteria for hedge accounting, the Group will discontinue the hedge accounting treatments prospectively. In this case, the gain or loss on the hedging instrument that remains recognised directly in shareholders’ equity from the period when the hedge was effective shall not be reclassified into profit or loss and is recognised in accordance with the above policy when the forecast transaction occurs. If the forecast transaction is no longer expected to occur, the gain or loss on the hedging instrument that remains recognised directly in shareholders’ equity from the period when the hedge was effective shall be reclassified into profit or loss immediately. 76 II. BASIS OF PREPARATION (CONTINUED) 30. DIVIDENDS APPROPRIATED TO INVESTORS Dividends or distributions of profits proposed in the profit appropriation plan which will be authorised and declared after the balance sheet date, are not recognised as a liability at the balance sheet date but disclosed in the notes separately. 31. RELATED PARTIES If a party has the power to control, jointly control or exercise significant influence over another party, or vice versa, or where two or more parties are subject to common control or joint control from another party, they are considered to be related parties. Related parties may be individuals or enterprises. Enterprises with which the Company is under common control only from the State and that have no other related party relationships are not regarded as related parties of the Group. Related parties of the Group and the Company include, but are not limited to: (a) the Company’s parent; (b) the Company’s subsidiaries; (c) enterprises that are controlled by the Company’s parent; (d) investors that have joint control or exercise significant influence over the Group; (e) enterprises or individuals if a party has control, joint control over both the enterprises or individuals and the Group; (f) joint ventures of the Group, including subsidiaries of joint ventures ; (g) associates of the Group, including subsidiaries of associates; (h) principal individual investors and close family members of such individuals; (i) key management personnel of the Group and close family members of such individuals; (j) key management personnel of the Company’s parent; (k) close family members of key management personnel of the Company’s parent; and (l) other enterprises that are controlled or jointly controlled by principal individual investors, key management personnel of the Group, and close family members of such individuals. 77 II. BASIS OF PREPARATION (CONTINUED) 31. RELATED PARTIES (CONTINUED) Besides the related parties stated above determined in accordance with the requirements of CAS, the following enterprises and individuals are considered as (but not restricted to) related parties based on the disclosure requirements of Administrative Procedures on the Information Disclosures of Listed Companies issued by the CSRC: (m) enterprises or persons that act in concert that hold 5% or more of the Company’s shares; (n) individuals and close family members of such individuals who directly or indirectly hold 5% or more of the Company’s shares, supervisors for listed companies and their close family members; (o) enterprises that satisfy any of the aforesaid conditions in (a), (c) and (m) during the past 12 months or will satisfy them within the next 12 months pursuant to a relevant agreement; (p) individuals who satisfy any of the aforesaid conditions in (i), (j) and (n) during the past 12 months or will satisfy them within the next 12 months pursuant to a relevant agreement; and (q) enterprises, other than the Company and subsidiaries controlled by the Company, which are controlled directly or indirectly by an individual defined in (i), (j), (n) or (p), or in which such an individual assumes the position of a director or senior executive. 78 II. BASIS OF PREPARATION (CONTINUED) 32 SEGMENT REPORTING Reportable segments are identified based on operating segments which are determined based on the structure of the Group’s internal organisation, management requirements and internal reporting system. An operating segment is a component of the Group that meets the following conditions: - It engages in business activities from which it may earn revenues and incur expenses - Its operating results are regularly reviewed by the Group’s management to make decisions about resource to be allocated to the segment and assess its performance - The Group is able to obtain its financial information regarding financial position, results of operations and cash flows, etc. Two or more operating segments may be aggregated into a single operating segment if the segments have same or similar economic characteristics, and are similar in respect of the following aspects: - the nature of each product and service; - the nature of production processes; - the type or class of customers for the products and services; - the methods used to distribute the products or provide the services; - the legal and regulatory impact on manufacturing of products and rendering of services. Inter-segment revenues are measured on the basis of actual transaction price for such transactions for segment reporting, and segment accounting policies are consistent with those for the consolidated financial statements. 33 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS The preparation of financial statements requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. 79 II. BASIS OF PREPARATION (CONTINUED) 33 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS CONTINUED) Notes V.17, VII and XI.3 contain information about the assumptions and their risk factors relating to impairment of goodwill, share-based payments and fair value of financial instruments. Other key sources of estimation uncertainty are as follows: (1) Impairment of receivables As described in Note II.10, receivables that are measured at amortised cost are reviewed at each balance sheet date to determine whether there is objective evidence of impairment. If any such evidence exists, impairment loss is provided. Objective evidence of impairment includes observable data that comes to the attention of the Group about loss events such as a significant decline in the estimated future cash flow of an individual debtor or the portfolio of debtors, and significant changes in the financial condition that have an adverse effect on the debtor. If there is an indication that there has been a change in the factors used to determine the provision for impairment, the impairment loss recognised in prior years is reversed. (2) Impairment of other assets excluding inventories, financial assets and other long-term equity investments As described in Note II.20, other assets excluding inventories, financial assets and other long-term equity investments are reviewed at each balance sheet date to determine whether the carrying amount exceeds the recoverable amount of the assets. If any such indication exists, impairment loss is provided. The recoverable amount of an asset (asset group) is the greater of its net selling price and its present value of expected future cash flows. Since a market price of the asset (the asset group) cannot be obtained reliably, the fair value of the asset cannot be estimated reliably. In assessing value in use, significant judgements are exercised over the asset’s production, selling price, related operating expenses and discounting rate to calculate the present value. All relevant materials which can be obtained are used for estimation of the recoverable amount, including the estimation of the production, selling price and related operating expenses based on reasonable and supportable assumption. (3) Depreciation and amortisation As described in Note II.13, 14 and 17, investment property, fixed assets and intangible assets are depreciated and amortised using the straight-line method over their useful lives after taking into account residual value. The useful lives are regularly reviewed to determine the depreciation and amortisation costs charged in each reporting period. The useful lives are determined based on historical experiences of similar assets and the estimated technical changes. If there is an indication that there has been a change in the factors used to determine the depreciation or amortisation, the amount of depreciation or amortisation is revised. 80 II. BASIS OF PREPARATION (CONTINUED) 33 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS (CONTINUED) (4) Warranty provisions As described in V.32, the Group makes provisions under the warranties it gives on sale of its products taking into account the group’s recent claim experience. Any increase or decrease in the provision will affect profit or loss in future years. (5) Impairment of inventories As described in Note II.11, inventories are carried at the lower of cost and net realisable value. Any excess of the cost over the net realisable value of each class of inventories is recognised as a provision for diminution in the value of inventories. Net realisable value is the estimated selling price in the normal course of business less the estimated costs to completion and the estimated expenses and related taxes necessary to make the sale. For inventories with committed sales orders or active market, the Group estimates the new realisable value with reference to the selling prices set out in the committed sales orders or in the active market. For inventories without committed sales orders or active market, the Group carefully estimates the new realisable value based on available information and reasonable and supportive assumptions on expected selling prices, manufacturing costs, selling expenses, sales tax and etc. 81 II. BASIS OF PREPARATION (CONTINUED) 33 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS (CONTINUED) (6) Construction contract As described in Note II.23, contract revenue and contract profit are recognised based on the stage of completion of a contract which is determined with reference to the proportion of the physical construction work completed to the total estimated construction work. Where a contract is completed substantially and its contract revenue and contract expenses to completion can be reliably measured, the Group estimates contract revenue and contract expenses with reference to its recent construction experience and the nature of the construction contracts. For a contract that is not completed substantially, contract revenue that should be recognised based on its stage of completion, is not recognised and disclosed in the financial statements. Therefore, at the balance sheet date, actual total contract revenue and total contract cost may be higher or lower than the estimated total contract revenue and total contract cost and any change of estimated total contract revenue and total contract cost may have financial impact on future profit or loss. (7 Income taxes Determining income tax provisions involves judgement on the future tax treatment of certain transactions. The Group carefully evaluates tax implications of transactions and tax provisions are set up accordingly. The tax treatment of such transactions is reconsidered periodically to take into account all changes in tax legislations. Deferred tax assets are recognised for tax losses not yet used and temporary deductible differences. As those deferred tax assets can only be recognised to the extent that it is probable that future taxable profit will be available against which the unused tax credits can be utilised, management’s judgment is required to assess the probability of future taxable profits. Management’s assessment is constantly reviewed and additional deferred tax assets are recognised if it becomes probable that future taxable profits will allow the deferred tax asset to be recovered. 82 III. TAXATION 1. MAIN TAXES AND TAXES RATES Types of tax Taxable base Tax rate Value added tax (VAT) The output VAT calculated based on taxable income from 17% sales of goods and rendering of service, after subtracting the deductable input VAT of the period, is VAT payable Business tax Taxable operating income 3%-5% Urban maintenance and construction tax Business tax payable and VAT payable 5%-7% Income tax Taxable income Note1 Calculated based on revenue arising from sales of goods The Netherlands / Australia and rendering of service, less deductible or refundable service tax rate taxes for purchase of goods 10-19% Note1: The income tax rates applicable to the Group for the year are as follows: 2011 2010 The Company 22% 20% Domestic subsidiaries 10% - 25% 0 - 25% Subsidiaries registered in Hong Kong 16.5% 16.5% Subsidiaries registered in British Virgin Islands - - Subsidiary registered in Suriname 36% 36% Subsidiary registered in Cambodia 20% 20% Subsidiary registered in US 15 – 35% 15 - 35% Subsidiary registered in Germany 31.6% 31.6% Subsidiary registered in Britain 28% 28% Subsidiary registered in Australia 30% 30% Subsidiary registered in the Netherlands 25% 25.5% Subsidiary registered in Belgium 34% 34% Subsidiary registered in Denmark 28% 28% Subsidiary registered in Finland 26% 26% Subsidiary registered in Poland 19% 19% Subsidiary registered in Thailand 30% 30% Subsidiary registered in Singapore 17% Not applicable 83 III. TAXATION (CONTINUED) 2. TAX PREFERENCE The Group’s subsidiaries that are entitled to preferential tax treatments are as follows: Local Statutory Preferential Name of enterprises tax rate rate Reasons 1 Shenzhen CIMC - Tianda 24% 15% Recognised as high-tech Airport Support Co., Ltd enterprises, entitled to 15% preferential rate 2 Shanghai CIMC Yangshan 25% 12.5% Entitled to tax holiday of Logistics Equipment Co., Ltd “two-year exemption and three-year reduction”, and 2011 is the fourth profit making year 3 Tianjin CIMC Special Vehicle Co., Ltd 24% 11% Entitled to tax holiday of “two-year exemption and three-year reduction”, and 2011 is the fourth profit making year 4 CIMC SHAC (Xi’An) Special Vehicle 25% 12.5% Entitled to tax holiday of Co., Ltd “two-year exemption and three-year reduction”, and 2011 is the fourth profit making year 5 Gansu CIMC Huajun Vehicle Co., Ltd. 25% 12.5% Entitled to tax holiday of “two-year exemption and three-year reduction”, and 2011 is the fifth profit making year 6 CIMC Vehicle (Shandong) Co., Ltd. 25% 15% Recognised as high-tech enterprises, entitled to 15% preferential rate 7 Ianermongolia Holonbuir CIMC Wood 25% 12.5% Entitled to tax holiday of Co., Ltd “two-year exemption and three-year reduction”, and 2011 is the fourth profit making year 8 Xinhui CIMC Special Transportation 25% 15% Recognised as high-tech Equipment Co., Ltd. enterprises, entitled to 15% preferential rate 9 Tianjin CIMC Containers Co., Ltd 25% 12.5% Entitled to tax holiday of “two-year exemption and three-year reduction”, and 2011 is the fourth profit making year 10 Luoyang CIMC Lingyu Automobile 25% 15% Recognised as high-tech Co., Ltd. enterprises, entitled to 15% preferential rate 84 III. TAXATION (CONTINUED) 2. TAX PREFERENCE (CONTINUED) Local Statutory Preferential Name of enterprises tax rate rate Reasons 11 Shanghai CIMC Yangshan Container 25% 12.5% Entitled to tax holiday of Service Co.,Ltd “two-year exemption and three-year reduction”, and 2011 is the fourth profit making year 12 Zhangjiagang CIMC Sanctum 25% 15% Recognised as high-tech Cryogenic Equipment Co., Ltd enterprises, entitled to 15% preferential rate 13 Zhumadian CIMC Huajun Vehicle 25% 15% Recognised as high-tech Co., Ltd. enterprises, entitled to 15% preferential rate 14 Yangzhou Tonglee Reefer Equipment 25% 12.5% Entitled to tax holidays of Co., Ltd “two-year exemption and three-year reduction”, and 2011 is the fifth profit making year 15 Yangzhou Tonglee Reefer Container 25% 12.5% Entitled to tax holidays of Co., Ltd “two-year exemption and three-year reduction”, and 2011 is the fourth profit making year 16 Yangzhou CIMC Tonghua 25% 12.5% Entitled to tax holidays of Tank Equipment Co., Ltd “two-year exemption and three-year reduction”, and 2011 is the fourth profit making year 17 Enric (Bengbu) Compressor Co., Ltd 25% 15% Recognised as high-tech enterprises entitled to 15% preferential rate 18 Shanghai CIMC Reefer 25% 15% Recognised as high-tech enterprises Containers Co., Ltd. entitled to 15% preferential rate 19 Nantong CIMC Special Transportation 25% 15% Recognised as high-tech enterprises Equipment Manufacture Co., Ltd. entitled to 15% preferential rate 20 Wuhu CIMC RuiJiang Automobile 25% 15% Recognised as high-tech enterprises Co., Ltd entitled to 15% preferential rate 21 CIMC Vehicle (Liaoning) Co., Ltd. 25% 12.5% Entitled to tax holiday of “two-year exemption and three-year reduction”, and 2011 is the fourth profit making year 22 Chongqing CIMC Logistics Equipments 25% 12.5% Entitled to tax holiday of Co., Ltd. “two-year exemption and three-year reduction”, and 2011 is the fourth profit making year 23 Yangzhou CIMC Tong Hua Special 25% 15% Recognised as high-tech enterprises Vehicles Co., Ltd entitled to 15% preferential rate 85 III. TAXATION (CONTINUED) 2. TAX PREFERENCE (CONTINUED) Local Statutory Preferential Name of enterprises tax rate rate Reasons 24 Shijiazhuang Enric Gas Equipment 25% 15% Recognised as high-tech enterprises Co., Ltd. entitled to 15% preferential rate 25 Enric (Lang fang )Energy Equipment 25% 15% Recognised as high-tech integration Co.,Ltd. enterprises, entitled to 15% preferential rate 26 Jingmen Hongtu Special Aircraft 25% 15% Recognised as high-tech enterprises Manufacturing Co., Ltd entitled to 15% preferential rate Corporate income tax law of the PRC (“New Tax Law”) became effective on 1 January 2008. The statutory income tax rate for the Company and its domestic subsidiaries will be 25%. According to the Notice for Transitional Preferential Tax Policies of Enterprise, Income Tax Law(Guo Fa [2007] No. 39) issued by the State Council, the tax rate for the companies which were previously entitled to preferential tax rates will gradually transition to the statutory tax rate of 25% within 5 years. The tax rate for the enterprises which are entitled to preferential tax rate of 15% will be 18% in 2008, 20% in 2009, 22% in 2010, 24% in 2011 and 25% in 2012; the tax rate for the enterprises whose applicable tax rates were 24% and above or equal to 25% will be 25% starting from 2008. Effective from 1 January 2008, the companies which are previously entitled to tax holidays of “two-year exemption and three-year reduction” and “one-year exemption and two-year reduction” will continue to enjoy the tax holidays until their expirations. The reduced tax rates will be based on the applicable tax rate in the transitional period. The applicable tax rate will be the statutory tax rate after the expirations of tax holidays. On 6 December 2007, State Council of People’s Republic of China promulgated detailed implementation rules of the New Tax Law. According to the implementation rules started from 1 January 2008, a withholding tax is applied on dividends distributed by foreign-invested enterprises to Hong Kong or other overseas investors with a tax rate of 5% or 10%, respectively. Therefore, at 30 June 2011, temporary difference caused by the Group’s subsidiaries’ undistributed profits amounted to RMB 5,118,667,000 accordingly, deferred tax liabilities amounting to RMB 361,579,000 were recognised by the Group. 86 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS 1. COMPANY STATUS OF INVESTMENT IN SUBSIDIARIES All subsidiaries of the Group were established or acquired through combination not under common control. There is no acquisition of subsidiaries through combination under common control. In the reporting period, the number of companies included in the scope of consolidation added up to 247. Except for the subsidiaries listed as below, the number of other subsidiaries held by the Group was 112, with paid-in capital amounting to RMB723,234,000.Other subsidiaries mainly included those engaged in manufacturing or service provision, which have relatively small scale of operation and the paid-in capital was below RMB 20 million or USD 3 million. Other subsidiaries also included those investment holding companies with no operating activities registered in Hong Kong, British Virgin Islands or other overseas countries. 87 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1. COMPANY STATUS OF INVESTMENT IN SUBSIDIARIES (CONTINUED) (1) Subsidiaries obtained through establishment or business combination (i) Domestic subsidiaries: Actual investment and actual net amount of Shareholding Voting Investment of the percentage rights Within company at the end consolidation Registered capital of the year scope Currency Amount of Currency Amount of Entity Registration original original Name type place currency Business scope currency 1 Shenzhen Southern Corporation Guangdong, USD 16,600,000.00 Manufacture, repair and sale of USD 16,600,000.00 100.00% 100.00% Yes - - CIMC Containers China container, container stockpiling Manufacture business Co., Ltd. (SCIMC) 2 Shenzhen Southern Corporation Guangdong, USD 16,600,000.00 Manufacture and repair of container USD 16,600,000.00 100.00% 100.00% Yes - - CIMC Eastern China design and manufacture of new-style Logistics Equipment special road and port mechanical Manufacturing equipment; Co., Ltd. (SCIMCEL) 3 Xinhui CIMC Corporation Guangdong, USD 24,000,000.00 Manufacture, repair and sale of USD 16,800,000.00 70.00% 70.00% Yes - Container China containers Co., Ltd.(XHCIMC) 4 Nantong CIMC Corporation Jiangsu, USD 7,700,000.00 Manufacture, repair and sale of USD 5,467,000.00 71.00% 71.00% Yes - Shunda Containers China containers Co., Ltd. (NTCIMC) 5 Tianjin CIMC Corporation Tianjin, USD 23,000,000.00 Manufacture and sale of container USD 23,000,000.00 100.00% 100.00% Yes - - Containers China as well as relevant technical advisory; Co., Ltd.(TJCIMC) container stockpiling business 6 Dalian CIMC Corporation Dalian, USD 17,400,000.00 Manufacture and sale of container USD 17,400,000.00 100.00% 100.00% Yes - - Containers China as well as relevant technical advisory; Co., Ltd. (DLCIMC) container stockpiling business 7 Ningbo CIMC Corporation Ningbo, USD 15,000,000.00 Manufacture and sale of container USD 15,000,000.00 100.00% 100.00% Yes - - Logistics Equipment China as well as relevant technical advisory; Co., Ltd.(NBCIMC) container stockpiling business 88 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1. COMPANY STATUS OF INVESTMENT IN SUBSIDIARIES (CONTINUED) (1) Subsidiaries obtained through establishment or business combination (continued) (i) Domestic subsidiaries (continued): s Actual investment and actual net amount of Shareholding Voting Investment of the percentage rights Within company at the end consolidation Registered capital of the year scope Currency Amount of Currency Amount of Entity Registration original original Name type place currency Business scope currency 8 Taicang CIMC Corporation Jiangsu, USD 40,000,000.00 Manufacture and repair of container USD 40,000,000.00 100.00% 100.00% Yes - - Containers China Co., Ltd.(TCCIMC) 9 Yangzhou Runyang Corporation Jiangsu, USD 5,000,000.00 Manufacture, repair and sale of container USD 5,000,000.00 100.00% 100.00% Yes - - Logistics Equipments China Co., Ltd.(YZRYL) 10 Shanghai CIMC Yangshan Corporation Shanghai, USD 20,000,000.00 Manufacture and sale of container USD 20,000,000.00 100.00% 100.00% Yes - - Logistics Equipments China as well as relevant technical advisory Co., Ltd.(SHYSLE) 11 Shanghai CIMC Reefer Corporation Shanghai, USD 31,000,000.00 Manufacture and sale of refrigeration USD 28,520,000.00 92.00% 92.00% Yes - Containers Co., Ltd. China and heat preservation device of reefer ( SCRC ) container, refrigerator car and heat Preservation car 12 Nantong CIMC Special Corporation Jiangsu, USD 10,000,000.00 Manufacture, sale and repair of various USD 7,100,000.00 71.00% 71.00% Yes - Transportation China trough, tank as well as various Equipment Manufacture special storing and transporting Co., Ltd. (NTCIMCS) equipments and parts 13 Xinhui CIMC Special Corporation Guangdong, USD 16,600,000.00 Manufacture and sale of various USD 16,600,000.00 100.00% 100.00% Yes - - Transportation China container, semi-finished container Equipment product and relevant components Co., Ltd. (XHCIMCS) and parts; providing leasing and maintenance service 14 Nantong CIMC Tank Corporation Jiangsu, USD 25,000,000.00 Manufacture and sale of various USD 25,000,000.00 78.22% 100.00% Yes - Equipment Co., Ltd China container, semi-finished container (NTCIMCT) relevant components and parts Note IV. 1(4) 89 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1. COMPANY STATUS OF INVESTMENT IN SUBSIDIARIES (CONTINUED) (1) Subsidiaries obtained through establishment or business combination (continued) (i) Domestic subsidiaries (continued): Actual investment and actual net amount of Shareholding Voting Investment of the percentage rights Within company at the end consolidation Registered capital of the year scope Currency Amount of Currency Amount of Entity Registration original original Name type place currency Business scope currency 15 Dalian CIMC Railway Corporation Liaoning, USD 20,000,000.00 Design, manufacture and sale of various USD 20,000,000.00 100.00% 100.00% Yes - - Equipment China railway freight equipment products such Co., Ltd (DLCIMCS) as railway container flat car, open wagon and hopper wagon 16 Nantong CIMC Large-sized Corporation Jiangsu, USD 33,000,000.00 Design, production and sale of tank USD 29,370,000.00 100.00% 100.00% Yes - - Tank Co., Ltd. China relevant parts; undertaking tank-related general contracting projects 17 Shenzhen CIMC Special Corporation Guangdong, RMB 200,000,000.00 Development, production and sales of RMB 160,000,000.00 80.00% 100.00% Yes - Vehicle Co., China various special-use vehicles, as well Ltd.(CIMCSV) as relevant components and parts 18 Qingdao CIMC Special Corporation Shandong, RMB 62,880,000.00 Development, production and sales of RMB 55,875,168.00 88.86% 100.00% Yes - Vehicle Co., China various special-use vehicles, refitting Ltd.(QDSV) vehicles, special vehicles, trailer series as well as relevant components and parts 19 Yangzhou CIMC Tonghua Corporation Jiangsu, USD 17,500,000.00 Development and production of various USD 14,000,000.00 80.00% 100.00% Yes - Tank Equipment Co., China trailer, special-use vehicles and tank Ltd. (YZTHT) equipment as well as components and parts 20 Shanghai CIMC Vehicle Corporation Shanghai, RMB 90,204,082.00 Development, construction, operation RMB 72,163,265.60 80.00% 100.00% Yes - Logistics Equipments China leasing, sales of warehousing and Co., Ltd. (SHL) auxiliary facilities; property 21 Beijing CIMC Vehicle Corporation Beijing, RMB 20,000,000.00 Construction and operation of RMB 16,000,000.00 80.00% 100.00% Yes - Logistics Equipments China auxiliary warehousing equipments Co., Ltd. (BJVL) management and relevant service 22 CIMC Vehicle (Liaoning) Corporation Liaoning, RMB 40,000,000.00 Development and production of various RMB 32,000,000.00 80.00% 100.00% Yes - Co., Ltd. (LNVS) China trailer, special-use vehicles as well as components and parts 90 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1. COMPANY STATUS OF INVESTMENT IN SUBSIDIARIES (CONTINUED) (1) Subsidiaries obtained through establishment or business combination (continued) (i) Domestic subsidiaries (continued): Actual investment and actual net amount of Shareholding Voting Investment of the percentage rights Within company at the end consolidation Registered capital of the year scope Currency Amount of Currency Amount of Entity Registration original original Name type place currency Business scope currency 23 Tianjin CIMC Special Corporation Tianjin, RMB 30,000,000.00 Production and sales of box car, RMB 24,000,000.00 80.00% 100.00% Yes - Vehicles Co., China mechanical products, metal Ltd.(TJXV) structure member; relevant advisory service 24 CIMC -SHAC (Xi’An) Corporation Xi’An, RMB 50,000,000.00 Development and production of various RMB 30,000,000.00 60.00% 75.00% Yes - Special Vehicle Co., Ltd. China trailer, special vehicle and the (XASV) components and parts; providing relevant technical service 25 Gansu CIMC Huajun Corporation Gansu, RMB 25,000,000.00 Refitting of special vehicles, manufacture RMB 15,000,000.00 80.00% 100.00% Yes - Vehicle Co., Ltd. China of trailer and fittings as well automobile (GSHJ) fittings; sales of relevant materials 26 Xinhui CIMC Composite Corporation Guangdong, USD 16,000,000.00 Production, development, processing USD 12,800,000.00 80.00% 100.00% Yes - Material Manufacture China and sales of various composite plate CO., LTD (XHCM) products such as plastics, plastic alloy 27 Qingdao CIMC Eco- Corporation Shandong, RMB 137,930,000.00 Development, manufacture, sales and RMB 56,275,440.00 40.80% 51.00% Yes - Equipment Co., Ltd. China service for garbage treatment truck (QDHB) and the components and parts 28 Shanghai CIMC Special Corporation Shanghai, RMB 30,000,000.00 Development and production of box RMB 24,663,000.00 82.21% 100.00% Yes - Vehicle Co., Ltd. China trailer, box car as well as relevant (SHCIMCV) mechanical products 29 CIMC Financing and Corporation Guangdong, USD 20,000,000.00 Finance lease business; disposal and RMB 20,000,000.00 100.00% 100.00% Yes - - Leasing Co., Ltd. China maintenance for residual value of (CIMCVL) leased property; advisory and warranty for leasing transaction 30 Qingdao Refrigeration Corporation Shandong, USD 25,000,000.00 Manufacture and sales of various USD 20,000,000.00 80.00% 100.00% Yes - Transport Equipment China refrigeration, heat preservation and Co., Ltd. (QDRV) other transport equipments and spare parts 91 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1. COMPANY STATUS OF INVESTMENT IN SUBSIDIARIES (CONTINUED) (1) Subsidiaries obtained through establishment or business combination (continued) (i) Domestic subsidiaries (continued): Actual investment and actual net amount of Shareholding Voting Investment of the percentage rights Within company at the end consolidation Registered capital of the year scope Currency Amount of Currency Amount of Entity Registration original original Name type place currency Business scope currency 31 Nantong CIMC Tank Corporation Jiangsu, USD 10,000,000.00 Manufacture and repair of large-sized USD 8,000,000.00 85.00% 100.00% Yes - Equipment Co., China tank, production of various Ltd. (NTCY) pressurization tank car, special pressurization trough, tank and parts 32 Shenzhen CIMC – Tianda Corporation Guangdong, USD 13,500,000.00 Production and operation of various USD 9,450,000.00 70.00% 70.00% Yes - Airport Support Ltd. China airport-purpose electromechanical (TAS) equipment products 33 Xinhui CIMC Wood Corporation Guangdong, USD 15,500,000.00 Production of container-purpose wood USD 15,500,000.00 100.00% 100.00% Yes - - Co., Ltd. China floor and relevant products of various (XHCIMCW) specifications; providing relevant technical advisory service 34 Inner Mongolia Holonbuir Corporation Inner USD 12,000,000.00 Production and sales of various USD 12,000,000.00 100.00% 100.00% Yes - - CIMC Wood Co., Ltd. Mongolia, container wood floors and wood (NMGW) China products for transport equipments 35 Jiaxing CIMC Wood Corporation Zhejiang, USD 5,000,000.00 Production and sales of container USD 5,000,000.00 100.00% 100.00% Yes - - Co., Ltd. (JXW) China wood floors, wood products for transport equipments and other wood products 36 Xuzhou CIMC Wood Corporation Jiangsu, RMB 50,000,000.00 Production and sales of container RMB 50,000,000.00 100.00% 100.00% Yes - - Co., Ltd (XZW) China wood floor; purchasing and sales of timber 37 Shenzhen Southern CIMC Corporation Guangdong, USD 5,000,000.00 Engaged in container transshipment, USD 5,000,000.00 100.00% 100.00% Yes - - Containers Service China stockpiling, devanning, vanning, Co., Ltd. (SCIMCL) maintenance 92 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1. COMPANY STATUS OF INVESTMENT IN SUBSIDIARIES (CONTINUED) (1) Subsidiaries obtained through establishment or business combination (continued) (i) Domestic subsidiaries (continued): Actual investment and actual net amount of Shareholding Voting Investment of the percentage rights Within company at the end consolidation Registered capital of the year scope Currency Amount of Currency Amount of Entity Registration original original Name type place currency Business scope currency 38 Ningbo CIMC Container Corporation Ningbo, RMB 30,000,000.00 Goods traffic; goods package, sorting, RMB 30,000,000.00 100.00% 100.00% Yes - - Service Co., Ltd. China examination and logistics advisory (NBCIMCL) service; container stockpiling, customs declaration, repair, storing 39 Shanghai CIMC Yangshan Corporation Shanghai, USD 7,000,000.00 Container transshipment, stockpiling, USD 5,600,000.00 80.00% 80.00% Yes - Container Service Co., China devanning, vanning, and warehousing; Ltd. (SHYLE) container maintenance, try-off and technical service 40 CIMC Shenfa Corporation Shanghai, RMB 204,122,966.00 Investment, construction and operation RMB 204,122,966.00 100.00% 100.00% Yes - - Development Co., China for infrastructure; real estate Ltd.(CIMCSD) development and operation 41 CIMC Vehicle (Xinjiang) Corporation Xinjiang, RMB 80,000,000.00 Production and sales of mechanical RMB 64,000,000.00 80.00% 100.00% Yes - Co., Ltd. (SJ4S) China equipments as well as relevant technical development 42 CIMC Vehicle (Group) Corporation Guangdong, USD 75,000,000.00 Development, production and USD 60,000,000.00 80.00% 80.00% Yes - Co., Ltd. (HI) China sales of various high-tech and high-performance special vehicle and trailer series 43 Qingdao CIMC Special Corporation Shandong, USD 11,500,000.00 Manufacture and sale of various USD 11,500,000.00 100.00% 100.00% Yes - - Reefer Co., China container, semi-finished container Ltd.(QDCSR) product and relevant components and parts 44 Tianjin CIMC Logistics Corporation Tianjin, USD 5,000,000.00 Design, manufacture, sale, maintenance USD 5,000,000.00 100.00% 100.00% Yes - - Equipments Co., Ltd. China and relevant technical advisory (TJCIMCLE) for logistics equipments and relevant components and parts 45 Dalian CIMC Logistics Corporation Dalian, USD 17,700,000.00 Design, manufacture, sale, maintenance USD 17,700,000.00 100.00% 100.00% Yes - - Equipment Co., Ltd. China and relevant technical advisory (DLL) for international trade, entrepot trade, logistics equipment and pressure vessel 93 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1. COMPANY STATUS OF INVESTMENT IN SUBSIDIARIES (CONTINUED) (1) Subsidiaries obtained through establishment or business combination (continued) (i) Domestic subsidiaries (continued): Actual investment and actual net amount of Shareholding Voting Investment of the percentage rights Within company at the end consolidation Registered capital of the year scope Currency Amount of Currency Amount of Entity Registration original original Name type place currency Business scope currency 46 Chongqing CIMC Corporation Chongqing, USD 8,000,000.00 Design, manufacture, lease, maintenance USD 8,000,000.00 100.00% 100.00% Yes - - Logistics Equipments China of container, special container, other Co., Ltd. (CQLE) logistic equipment and relevant components and parts 47 Dalian CIMC Heavy Corporation Liaoning, USD 3,700,000.00 International trade, entrepot trade, USD 3,700,000.00 100.00% 100.00% Yes - - Logistics Equipments China design, manufacture, sale, and relevant Co., Ltd.(DLZH) technical advisory of pressure vessel; manufacture and installation, other service of relevant components and parts of pressure vessel 48 Shenzhen CIMC Corporation Guangdong, RMB 20,000,000.00 Design, development, sale, surrogate RMB 20,000,000.00 100.00% 100.00% Yes - - Intelligent Technology China of electron production, software Co., Ltd.(CIMC Tech) and system 49 CIMC Taicang Corporation Jiangsu, RMB 450,000,000.00 Research and development, RMB 450,000,000.00 100.00% 100.00% Yes - - refrigeration equipment China production and sale of reefer logistics Co., Ltd.(TCCRC) container and special container 50 Hunan CIMC Bamboo Corporation Hunan, RMB 50,000,000.00 Manufacturing and sale of bamboo RMB 50,000,000.00 100.00% 100.00% Yes - - Industry Development China and wood product Co., Ltd.(HNW) 51 CIMC Jidong Corporation Hebei, RMB 70,000,000.00 Sale of car and car components RMB 52,500,000.00 75.00% 75.00% Yes - (Qinhuangdao) Vehicles China and parts Manufacture Co., Ltd(QHDV) 52 CIMC Energy Chemical Corporation Guangdong, RMB 5,000,000.00 Design and development projects RMB 5,000,000.00 100.00% 100.00% Yes - - Engineering technology China for energy, chemical food related Co., Ltd. equipment; contractor techniques transfer 94 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1. COMPANY STATUS OF INVESTMENT IN SUBSIDIARIES (CONTINUED) (1) Subsidiaries obtained through establishment or business combination (continued) (i) Domestic subsidiaries (continued): Actual investment and actual net amount of Shareholding Voting Investment of the percentage rights Within company at the end consolidation Registered capital of the year scope Currency Amount of Currency Amount of Entity Registration original original Name type place currency Business scope currency 53 CIMC Management and Corporation Guangdong, RMB 5,000,000.00 design of marketing activities scheme RMB 5,000,000.00 100.00% 100.00% Yes - - Training(Shenzhen) China organization of academic and Co., Ltd. commercial conference and exhibition 54 Yangzhou Lijun Industry Corporation Jiangsu, RMB 10,000,000.00 Production and sales of mechanical RMB 10,000,000.00 100.00% 100.00% Yes - - and Trade Co., Ltd. China equipments and relevant components ( “Yangzhou Lijun” ) and parts; technical advisory and other service 55 Yangzhou Taili Special Corporation Jiangsu, RMB 10,000,000.00 Design, manufacturing and maintenance RMB 10,000,000.00 100.00% 100.00% Yes - - Equipment Co., Ltd. China of containers, board square cabin ( “Yangzhou Taili” ) and relevant components and parts; relevant advisory and service 56 Yantai CIMC Marine Corporation Shandong, RMB 150,000,000.00 Research and development of RMB 30,000,000.00 100.00% 100.00% Yes - - Engineering Academe China marine operation platform and Co., Ltd. other marine engineering service (“MEA”) 57 Shanghai Lifan Container Corporation Shanghai, RMB 1,000,000.00 Refitting and maintenance of RMB 420,000.00 42.00% 60.00% Yes - Service Co., Ltd. China containers; providing containers ( “Shanghai Lifan” ) information system management and advisory service 58 CIMC Wood Development Corporation Guangdong, RMB 150,000,000.00 Development, production and sales RMB 150,000,000.00 100.00% 100.00% Yes - - Co., Ltd. China of wood products for various modern ( “CIMCWD” ) transportation equipment 95 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1. COMPANY STATUS OF INVESTMENT IN SUBSIDIARIES (CONTINUED) (1) Subsidiaries obtained through establishment or business combination (continued) (i) Domestic subsidiaries (continued): Actual investment and actual net amount of Shareholding Voting Investment of the percentage rights Within company at the end consolidation Registered capital of the year scope Currency Amount of Currency Amount of Entity Registration original original Name type place currency Business scope currency 59 Shenzhen CIMC Skyspace Corporation Shenzhen, RMB 254,634,066.00 Real estate development RMB 127,317,033.00 90.00% 90.00% Yes - Real Estate Development China Co., Ltd (CIMC Tianyu) 60 Yangzhou CIMC grand space Corporation Jiangsu, RMB 25,000,000.00 Real Estate Development, RMB 12,500,000.00 94.00% 94.00% Yes - Real Estate Development China sales and leasing Co., Ltd (CIMC Haoyu) Note IV. 1(4) 61 Jiangmen CIMC skyspace Corporation Guangdong, RMB 30,000,000.00 Real estate development, projects RMB 15,000,000.00 90.00% 90.00% Yes - Real Estate China sale of decoration Co.,Ltd. (“Jiangmen Dichan”) and building materials Note IV. 1(4) 62 Ningbo Runxin Container Corporation Ningbo RMB 5,000,000.00 Cleaning and repair of containers, RMB 3,000,000.00 60.00% 60.00% Yes - Co., Ltd China stockpiling, vanning and devanning service. 63 Chengdu CIMC Vehicle Corporation Sichuan RMB 60,000,000.00 Development, production and sale of RMB 48,000,000.00 80.00% 80.00% Yes - Co., Ltd China various special-use vehicles, as well as (“CD Vehicle”) Warehouse equipment 64 CIMC Finance Company Corporation Guangdong RMB 500,000,000.00 Providing financial service RMB 500,000,000.00 100.00% 100.00% Yes - - (”Finance Company”) China 65 Shenzhen CIMC Investment Corporation Shenzhen RMB 75,000,000.00 Investment, sale and leasing RMB 75,000,000.00 100.00% 100.00% Yes - - Holding company China of containers and container property (“SZ Investment”) 66 Zhumadian CIMC Huajun Corporation Henan RMB 10,000,000.00 Sales and repair of RMB 8,000,000.00 80.00% 80.00% Yes - Vehicle Trading Co.,Ltd China various vehicles, as well (“HJQM” ) as relevant components and parts 96 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1. COMPANY STATUS OF INVESTMENT IN SUBSIDIARIES (CONTINUED) (1) Subsidiaries obtained through establishment or business combination (continued) (ii) Overseas Subsidiaries Actual investment and actual net amount of Shareholding Voting Investment of the percentage rights Within company at the end consolidation Registered capital of the year scope Currency Amount of Currency Amount of Entity Registration original original Name type place currency Business scope currency 67 CIMC Holdings (B.V.I.) Limited British Virgin USD 34,001.00 Investment USD 34,001.00 100.00% 100.00% Yes - - (CIMC BVI) Islands 68 CIMC Tank Equipment Hong Kong HKD 4,680,000.00 Investment HKD 4,680,000.00 100.00% 100.00% Yes - - Investment Holdings Co., Ltd. 69 CIMC-SMM Vehicle (Thailand) Thailand Baht 260,000,000.00 Production and operation of Baht 213,200,000.00 82.00% 82.00% Yes - CO., LTD. (Thailand V) various special vehicles 70 CIMC Vehicle Investment Hong Kong USD 50,000.00 Investment USD 40,000.00 80.00% 100.00% Yes - Holding Co., Ltd. (CIMC Vehicle) 71 CIMC Europe BVBA Belgium EUR 18,550.00 Investment EUR 18,550.00 100.00% 100.00% Yes - - ( “BVBA” ) 72 China International Hong Kong HKD 2,000,000.00 Investment HKD 2,000,000.00 100.00% 100.00% Yes - - Marine Containers (Hong Kong) Limited ( “CIMC Hong Kong” ) 73 CIMC Burg B.V. Holland EUR 60,000,000.00 Investment EUR 48,000,000.00 80.00% 80.00% Yes - ( “BV” ) 74 Tacoba Consultant Forestry N.V Suriname SF 3,000,000.00 Sale of wood SF 3,000,000.00 100.00% 100.00% Yes - - ( “Tacoba” ) 75 Charm Wise Limited Hong Kong USD 1.00 Investment USD 1.00 100.00% 100.00% Yes - - ( “Charm Wise” ) 76 Gold Terrain Assets Limited British Virgin USD 1.00 Investment USD 1.00 100.00% 100.00% Yes - - ( “GTA” ) Islands 97 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1. COMPANY STATUS OF INVESTMENT IN SUBSIDIARIES (CONTINUED) (1) Subsidiaries obtained through establishment or business combination (continued) (ii) Overseas Subsidiaries (continued) Actual investment and actual net amount of Shareholding Voting Investment of the percentage rights Within company at the end consolidation Registered capital of the year scope Currency Amount of Currency Amount of Entity Registration original original Name type place currency Business scope currency 77 Full Medal British Virgin USD 50,000.00 Investment USD 78.22 78.22% 100.00% Yes - Holdings Ltd. Islands (“Full Medal”) Note IV. 1(4) 78 Charm Ray Holdings Limited Hong Kong HKD 1.00 Investment HKD 0.78 78.22% 100.00% Yes - ( “Charm Ray” ) NoteIV.1(4) 79 Charm Beat British Virgin USD 1.00 Investment USD 1.00 100.00% 100.00% Yes - - Enterprises Limited Islands ( “Charm Beat” ) 80 Sharp Vision Hong Kong HKD 1.00 Investment HKD 1.00 100.00% 100.00% Yes - - Holdings Limited ( “Sharp Vision” ) 81 Sound Winner British Virgin USD 10,000.00 Investment USD 7,822.00 78.22% 100.00% Yes - Holdings Limited Islands ( “Sound Winner” ) 82 Grow Rapid Limited Hong Kong USD 1.00 Investment HKD 1.00 100.00% 100.00% Yes - - ( “Grow Rapid” ) 83 Powerlead Holding Ltd. British Virgin USD 10.00 Finance Lease USD 10.00 100.00% 100.00% Yes - - ( “Powerlead” ) Islands 84 Cooperatie Vela U.A. Holland EUR 18,000 Investment EUR 14,080.00 78.22% 100.00% Yes - 85 Vela Holding B.V. Holland EUR 18,000 Investment EUR 14,080.00 78.22% 100.00% Yes - 98 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED1. COMPANY STATUS OF INVESTMENT IN SUBSIDIARIES (CONTINUED) (1) Subsidiaries obtained through establishment or business combination (continued) (ii) Overseas Subsidiaries (continued) Actual investment and actual net amount of Shareholding Voting Investment of the percentage rights Within company at the end consolidation Registered capital of the year scope Currency Amount of Currency Amount of Entity Registration original original Name type place currency Business scope currency 86 CIMC Financial Hong Kong HKD 500,000.00 Finance Lease HKD 500,000.00 100.00% 100.00% Yes - - Leasing (HK) Ltd (“Financial Leasing”) 87 CIMC Offshore Hong Kong HKD 224,206,025.00 Investment HKD 136,810,516.00 61.02% 61.02% Yes - Holdings Limited ( “CIMC Offshore” ) 99 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1. COMPANY STATUS OF INVESTMENT IN SUBSIDIARIES (CONTINUED) (2) The Group does not have subsidiaries obtained through combination under common control. (3) Subsidiaries acquired through combinations under non-common control: (i) Domestics Subsidiaries Actual investment and actual net amount of Shareholding Voting Investment of the percentage rights Within s company at the end consolidation Registered capital of the year scope Currency Amount of Currency Amount of Entity Registration original original Name type place currency Business scope currency 1 Luoyang CIMC Lingyu Corporation Henan, RMB 60,000,000.00 Production and sales of passenger RMB 36,000,000.00 60.00% 75.00% Yes - Automobile CO., LTD. China car, tank car; machining; operation (LYV) of import and export business 2 Wuhu CIMC RuiJiang Corporation Anhui, RMB 70,000,000.00 Development, production and sales RMB 42,000,000.00 60.00% 75.00% Yes - Automobile CO LTD China of various special vehicles, ordinary (WHVS) mechanical products and metal structure parts 3 Liangshan Dongyue CIMC Corporation Shandong, RMB 90,000,000.00 Production and sales of mixing RMB 54,000,000.00 60.00% 75.00% Yes - Vehicle Co., Ltd. China truck, special vehicle and (LSDYV) components and parts 4 Qingdao CIMC Container Corporation Shandong, USD 27,840,000.00 Manufacture and repair of container, USD 27,840,000.00 100.00% 100.00% Yes - - Manufacture Co., Ltd China processing and manufacture of various (QDCC) mechanical parts, structures and equipment 5 Qingdao CIMC Reefer Corporation Shandong, USD 39,060,000.00 Manufacture and sale of refrigeration USD 34,880,580.00 89.30% 89.30% Yes - Container Manufacture China and heat preservation device of reefer Co., Ltd.(QDCRC) container, refrigerator car and heat preservation car; providing relevant technical advisory and maintenance service 6 Tianjin CIMC North Corporation Tianjin, USD 16,682,000.00 Manufacture and sale of container USD 16,682,000.00 100.00% 100.00% Yes - - Ocean Container China as well as vehicle, ship, equipment Co., Ltd.(TJCIMC) and steel structure specially used for container; warehousing and after sales service for container 100 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1. COMPANY STATUS OF INVESTMENT IN SUBSIDIARIES (CONTINUED) (3) Subsidiaries acquired through combinations under non-common control (continued): (i) Domestics Subsidiaries (continued) Actual investment and actual net amount of Shareholding Voting Investment of the percentage rights Within company at the end consolidation Registered capital of the year scope Currency Amount of Currency Amount of Entity Registration original original Name type place currency Business scope currency 7 Shanghai CIMC Baowell Corporation Shanghai, USD 28,500,000.00 Manufacture and sale of container USD 27,000,900.00 94.74% 100.00% Yes - Industries Co. Ltd China as well as relevant technical advisory (SBWI) 8 CIMC Vehicle (Shandong) Corporation Shandong, USD 18,930,100.00 Development and manufacture of RMB 15,144,080.00 69.61% 87.01% Yes - Co. Ltd.(KGR) China refrigerator car, tank car, trailer, box car, special vehicles and various series products 9 Zhangzhou CIMC Corporation Fujian, USD 23,000,000.00 Manufacture and sale of container USD 23,000,000.00 100.00% 100.00% Yes - - Container Co., Ltd. China as well as relevant technical advisory (ZZCIMC) 10 Yangzhou CIMC Corporation Jiangsu, RMB 294,234,000.00 Development, production and sales of RMB 234,411,200.00 80.00% 100.00% Yes - Tong Hua Special Vehicles China various special-use vehicles, refitting Co., Ltd. (YZTH) vehicles, special vehicles, trailer series as well as relevant components and parts 11 Zhumadian CIMC Corporation Henan, RMB 85,340,000.00 Refitting of special vehicles, RMB 68,272,000.00 80.00% 100.00% Yes - Huajun Vehicle Co. Ltd. China sales of trailer and fittings; (HJCIMC) sales of vehicle-related materials 12 Zhangjiagang CIMC Corporation Jiangsu, RMB 144,862,042.01 Development, manufacture and RMB 115,889,633.61 78.22% 100.00% Yes - Sanctum Cryogenic China installation of deep freezing unit, Equipment Machinery petrochemical mechanical equipment, Co., Ltd. (SDY) tank container, pressure vessel Note IV.1(4) 13 Donghwa Container Corporation Shanghai, USD 4,500,000.00 Container cargo devanning, vanning; USD 3,150,000.00 70.00% 70.00% Yes - Transportation China canvass for cargo; allotment and Service Co., Ltd. (DHCTS) customs declaration; container maintenance and stockpiling; supply of components and parts 101 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1. COMPANY STATUS OF INVESTMENT IN SUBSIDIARIES (CONTINUED) (3) Subsidiaries acquired through combinations under non-common control (continued): (i) Domestics Subsidiaries (continued) Actual investment and actual net amount of Shareholding Voting Investment of the percentage rights Within company at the end consolidation Registered capital of the year scope Currency Amount of Currency Amount of Entity Registration original original Name type place currency Business scope currency 14 Yangzhou Tonglee Corporation Jiangsu, USD 8,000,000.00 Manufacture and sale of reefer USD 8,000,000.00 100.00% 100.00% Yes - - Reefer Container China container and special container; Co., Ltd. (TLC) providing relevant technical advisory and maintenance service 15 Qingdao Kooll Corporation Shandong, RMB 20,000,000.00 Container warehousing, stockpiling, RMB 16,000,000.00 80.00% 80.00% Yes - Logistics Co., Ltd China devanning, vanning, load and unload, (QDHFL) cleaning, maintenance; goods processing 16 Enric (Bengbu) Compressor Corporation Anhui, HKD 21,320,000.00 Manufacturing base of NG compressor HKD 16,676,504.00 78.22% 100.00% Yes - Co.,Ltd. China and related products (Enric Bengbu) Note IV.1(4) 17 Shijiazhuang Enric Corporation Hebei, USD 7,000,000.00 Manufacturing pressure vessel USD 5,475,400.00 78.22% 100.00% Yes - Gas Equipment China Co., Ltd. (“Shijiazhuang Enric”) Note IV.1(4) 18 Enric (Lang fang ) Corporation Hebei, HKD 50,000,000.00 Manufacturing and exploiting HKD 39,110,000.00 78.22% 100.00% Yes - Energy Equipment China Energy Equipment integration integration Co.,Ltd. (Langfang Enric) Note IV.1(4) 19 Enric ( Beijing )Energy Corporation Beijing, HKD 40,000,000.00 Manufacturing and exploiting HKD 31,288,000.00 78.22% 100.00% Yes - TechnologyCo.,Ltd China Energy Equipment integration (Beijing Enric) Note IV.1(4) 20 CIMC Enric (Jingmen) Corporation Hubei, HKD 50,000,000.00 Sales of chemical and gas machineries HKD 39,110,000.00 78.22% 100.00% Yes - Energy Equipment China and equipments as well as after sales Co., Ltd. services; research and development Note IV.1(4) of energy conservation techniques 102 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1. COMPANY STATUS OF INVESTMENT IN SUBSIDIARIES (CONTINUED) (3) Subsidiaries acquired through combinations under non-common control (continued): (i) Domestics Subsidiaries (continued) Actual investment and actual net amount of Shareholding Voting Investment of the percentage rights Within company at the end consolidation Registered capital of the year scope Currency Amount of Currency Amount of Entity Registration original original Name type place currency Business scope currency 21 Jingmen Hongtu Special Corporation Hubei, RMB 20,000,000.00 Development and sales of flight RMB 12,516,000.00 62.58% 80.00% Yes Aircraft manufacturing China vehicle manufacturing techniques, Co., Ltd design, production and sales of Note IV.1(4) specialized motor vehicles, tanks and pressure vessel 22 Longkou CIMC Raffles Corporation Shangdong USD 1,300,000.00 Construction of offshore project USD 780,000.00 60.00% 60.00% Yes offshore, Ltd China and supplime ( “LCRO” ) 23 Yantai CMIC Raffles Corporation Shandong RMB 234,690,000.00 Construction of dock; Designation, RMB 119,644,962.00 50.98% 50.98% Yes offshore Ltd China production of ship; production (YCRO) of equipment of pressure and offshore oil platform 24 Yantai CIMC Raffles Corporation Shandong RMB 125,980,000.00 Construction of ship aswell as component; RMB 64,224,604 50.98% 50.98% Yes ship Co., Ltd China Sales of container and offshore oil platform, (“YCRS”) channel and steel production 25 Haiyang CIMC Raffles Corporation Shandong RMB 200,000,000.00 Construction of dock; Designation, RMB 101,960,000 50.98% 50.98% Yes offshore Ltd. China production of ship; production (“HCRO”) of equipment of pressure and offshore oil platform 26 Longkou CIMC Raffles Corporation Shandong RMB 290,000,000.00 Construction of offshore project RMB 147,842,000.00 50.98% 50.98% Yes offshore engineering China and suppliment Co., Ltd (“LCRO”) 27 CIMC Rolling Stock Australia AUD 50,000.00 Sales of vehicles AUD 50,000.00 100.00% 100.00% - - Australia Pty Ltd. (CIMC Aus) 103 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1. COMPANY STATUS OF INVESTMENT IN SUBSIDIARIES (CONTINUED) (3) Subsidiaries acquired through combinations under non-common control (continued): (ii) Overseas Subsidiaries Actual investment and actual net amount of Shareholding Voting Investment of the percentage rights Within company at the end consolidation Registered capital of the year scope Currency Amount of Currency Amount of Entity Registration original original Name type place currency Business scope currency 28 Enric Energy Equipment Cayman Islands HKD 120,000,000.00 Investment holding HKD 14,651,337.53 78.22% 56.59% Yes - Holdings Limited (Enric) Note IV.1(4) (i) 29 Burg Industries B.V. Holland EUR 3,403,351.62 Investment EUR 2,722,681.30 80.00% 100.00% Yes - 30 Holvrieka Holding B.V. Holland EUR 12,000,000.00 Investment EUR 9,386,400.00 78.22% 100.00% Yes 31 Holvrieka Ido B.V. Holland EUR 136,200.00 Sales of tank equipment EUR 106,535.64 78.22% 100.00% Yes - Note IV.1(4) 32 Holvrieka Nirota B.V. Holland EUR 680,670.32 Production, assembly and EUR 532,420.32 78.22% 100.00% Yes - Note IV.1(4) sale of tank equipment 33 Noordkoel B.V. Holland EUR 500,000.00 Sales of tank equipment EUR 391,100.00 78.22% 100.00% Yes 34 Beheermaatschappij Holland EUR 453,780.22 Investment EUR 453,780.22 80.00% 100.00% Yes - Burg B.V. 35 Burg Carrosserie B.V. Holland EUR 90,756.04 Production of road transport vehicle EUR 72,604.83 80.00% 100.00% Yes - 36 Exploitatiemaatschappij Holland EUR 79,411.54 Trade, financing and leasing EUR 63,529.63 80.00% 100.00% Yes - Intraprogres B.V of road transport vehicle 37 Hobur Twente Holland EUR 226,890.11 Production and sale of oil EUR 181,512.09 80.00% 100.00% Yes - B.V. and components and parts 38 Burg Service Holland EUR 250,000.00 Assembly and repair of road EUR 200,000.00 80.00% 100.00% Yes - B.V. transport vehicle and tank equipment 39 LAG Trailers N.V. Belgium BEF 30,000,000.00 Manufacturing trailer BEF 24,000,000.00 80.00% 100.00% Yes - 40 Holvrieka N.V. Belgium BEF 40,000,000.00 Manufacturing tank equipment BEF 31,288,000.00 78.22% 100.00% Yes - 104 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1. COMPANY STATUS OF INVESTMENT IN SUBSIDIARIES (CONTINUED) (3) Subsidiaries acquired through combinations under non-common control (continued): (ii) Overseas Subsidiaries (continued) Actual investment and actual net amount of Shareholding Voting Investment of the percentage rights Within company at the end consolidation Registered capital of the year scope Currency Amount of Currency Amount of Entity Registration original original Name type place currency Business scope currency 41 Immoburg N.V. Belgium BEF 10,000,000.00 Manufacturing road transport vehicle BEF 8,000,000.00 80.00% 100.00% Yes - 42 Holvrieka Danmark A/S Denmark DKr 1,000,000.00 Manufacturing tank equipment DKr 782,200.00 78.22% 100.00% Yes - 43 Direct Chassis LLC USA USD 10,000,000.00 Manufacturing and sales of USD 6,000,000.00 60.00% 100.00% Yes - ( “DCEC” ) special vehicles 44 TGE GASINVESTMENTS Luxemburg EUR 50,000.00 Investment holding EUR 30,000.00 60.00% 60.00% Yes - S.A. ( “TGE SA” ) 45 TGE Gas Engineering GmbH Germany EUR 1,000,000.00 Provide EP+CS(Design, Purchase and EUR 600,000.00 60.00% 100.00% Yes - Construction Supervision) or other technical project services in LNG,LPG and storage and disposal of other 46 CIMC Raffles Offshore Singapore SGD 521,965,822.00 Production of various ship for offshore SGD 266,098,176.00 50.98% 50.98% Yes - (Singapore) Limited oil and gas, including jack-up drilling (“Raffles”) platforms, semi-submersible drilling Platforms, FPSOs,FSOs 47 CIMC Raffles Investments Hongkong HKD 2.00 Investment HKD 2.00 50.98% 50.98% Yes - Limited China 48 CIMC Raffles Leasing Pte Ltd. Singapore SGD 2.00 Leasing of marine ship SGD 2.00 50.98% 50.98% Yes - 49 Caspian Driller Pte. Ltd. Singapore USD 30,000,000.00 Leasing of marine ship HKD 15,294,000.00 50.98% 50.98% Yes - 105 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 1. COMPANY STATUS OF INVESTMENT IN SUBSIDIARIES (CONTINUED) (4) Subsidiaries whose shareholding held by the Company differs from their voting rights (i) Enric Energy Equipment Holdings Limited (Enric) The ordinary shares that the Company hold in Enric take 56.59% of Enric’s outstanding ordinary shares. Accompany with the convertible preferential shares that the Company hold, the Company’s shareholding in Enric changed to 78.22%. Enric’s issued convertible preferential shares enjoy the same rights for dividend distribution as ordinary shares while have no voting rights. Therefore the Company’s shareholding percentage in Enric is 78.22% while the voting right is 56.59%. (ii) Except for the subsidiary mentioned above in (i), the Company’s voting rights in its indirect-owned subsidiaries which are held by the Company’s non-wholly owned subsidiaries were presented according to the voting rights of its subsidiaries. 2. There are no entities set up for special purpose or operating entities controlled through entrusted operation and lease. 3. Changes in the scope of consolidation for the consolidation financial statements. Subsidiaries newly included in the scope of consolidation mainly comprised Gadidae AB, Technodyne International Limited, Perfect Victor Investment Limited , Dechangyuan(Wuhu)Transportation Limited, Dechangyuan(Qingdao)Transportation Limited, Dechangyuan(Yangzhou)Transportation Limited, Shenzhen CIMC Vehicle Investment Management. 106 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 4. Subsidiaries newly included in the scope of consolidation and excluded from the scope of consolidation for the current period (1) Subsidiaries newly included in the scope of consolidation, special purpose entity, business entities that having control through being enstusted to manage or leasing Subsidiaries newly included in the scope of consolidation mainly comprised Consafe, Verbus,Technodyne International Limited,Shenzhen CIMC Vehicle Investment Management .(2) There was no significant subsidiary, special purpose entity, business entity that having control through being entrusted to manage or leasing that was excluded from the scope of consolidation for the current period. 5. There is no acquisition through combination under common control for the current period (2010: Nil). 107 IV. BUSINESS COMBINATIONS AND THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 6. There is no significant acquisition through combination not under common control for the current period. 7. There is no loss of control of subsidiaries through significant sales of interests of the Group for the current period. 8. There is no reverse acquisition of the Group for the current period. 9. There is no consolidation by merger of the Group for the current period. 10. Exchange rate for foreign operating entities’ major financial statement items Average exchange rate Benchmark exchange rate from 1 January to 30 from 1 January to 31 June 2011 December 2010 30-Jun-11 31-Dec-10 USD 6.5242 6.7465 6.4716 6.5897 EUR 9.2896 8.8378 9.3612 8.7979 HKD 0.8384 0.8682 0.8316 0.8477 JPY 7.9900 7.7705 8.0243 8.0984 108 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. CASH AT BANK AND ON HAND 2011.06.30 2010.12.31 Original Original Exchange Exchange RMB'000 currency RMB'000 currency '000 rate rate '000 Cash on hand RMB 29,074 1.0000 29,074 RMB 1,866 1.0000 1,866 USD 65 6.4716 423 USD 45 6.5897 298 HKD 63 0.8316 53 HKD 63 0.8477 54 JPY 273 0.0802 22 JPY 678 0.0810 54 AUD 1 6.9395 8 AUD 12 6.7050 83 EUR 65 9.3612 610 EUR 49 8.7979 434 Others - - 83 Others - - 104 30,273 2,893 Deposits with banks RMB 2,644,124 1.0000 2,644,124 RMB 1,643,202 1.0000 1,643,202 USD 221,905 6.4716 1,436,279 USD 220,781 6.5897 1,454,878 HKD 310,390 0.8316 258,121 HKD 151,076 0.8477 128,071 JPY 1,720,307 0.0802 138,043 JPY 426,769 0.0810 34,562 AUD 7,214 6.9395 50,065 AUD 7,636 6.7050 51,200 EUR 22,371 9.3612 209,466 EUR 45,072 8.7979 396,537 Others - - 92,207 Others - 33,068 4,828,305 3,741,518 Other monetary funds RMB 1,983,569 1.0000 1,983,569 RMB 844,869 1.0000 844,869 USD 380 6.4716 2,461 USD 10,079 6.5897 66,416 HKD - 0.8316 - HKD - 0.8477 - JPY - 0.0802 - JPY - 0.0810 - AUD - 6.9395 - AUD - 6.7050 - EUR 1,726 9.3612 16,160 EUR - 8.7979 - Others - - - Others - - - 2,002,190 911,285 Total 6,860,768 4,655,696 As at 30 June 2011, restricted cash at bank and on hand of the Group amounted to RMB1,756,383 ,000, (2010: RMB 858,281,000). Refer to Note V.21 for details. As at 30 June 2011, Finance Company, the subsidiary of the Group, had deposit with banks of RMB 1,401,121,133 (2010:RMB 1,438,988,000). Finance Company is a finance institution authorised by the People’s Bank of China. 109 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 2. FINANCIAL ASSETS HELD FOR TRADING (1) Classification RMB'000 2011.06.30 2010.12.31 1.Equity securities investments held for trading 305,144 393,491 2.Derivative financial assets - forward contract 57,190 119,069 3.Hedging instrument 22,922 13,101 Total 385,256 525,661 (2) There is no material restriction of the investment in financial assets held for trading. (3) Details of financial assets held for trading As at 30 June 2011, the Group had certain open forward contracts (mainly unsettled forward contracts) denominated in U.S. dollars. The nominal value of these contracts amounted to USD 780 million. The Group had other unsettled forward contracts of Japanese Yuan, Euro, Norwegian Krone and Australian Dollar. The nominal value of these amounted to JPY 430 million, EUR 50 million, NOK 20 million and AUD 1 million respectively. Pursuant to these forward contracts, the Group and the Company are required to buy / sell foreign currencies, such as USD, Euro, Japanese Yuan, and etc. of contracted nominal value at agreed rates in exchange of RMB at the contract settlement dates. These forwards contracts will be settled on a net basis by comparing the market rates at the settlement dates and the agreed rates. The settlement dates of the aforesaid forwards contracts range from 5 July 2011 to 25 June 2012. As at 30 June 2011, the Group recognised the aforesaid forwards contracts in their fair values of RMB 57,190,000 as held-for-trading financial assets and RMB 4,577,000 as held-for-trading financial liabilities. Transaction costs on realisation have not been considered when calculating the fair values. 110 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 3. BILLS RECEIVABLE (1) Classification of bills receivable RMB'000 2011.06.30 2010.12.31 Bank acceptance bills 419,659 396,670 Commercial acceptance bills 10,932 111,915 Total 430,591 508,585 All of the above bills receivable are due within one year. No amount due from shareholders who hold 5% or more of the voting rights of the Company is included in the above balance of bills receivable. (2) As at the period end, the Group had no pledged bills receivable. 111 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 4. ACCOUNTS RECEIVABLE (1) Accounts receivable disclosed by customer categories: RM B’000 Category 2011.06.30 2010.12.31 Containers group 5,915,577 3,604,026 Trailers group 2,793,738 1,934,155 Tank equipments group 1,371,810 1,175,611 Offshore engineering group 1,371,789 1,242,446 Airport ground facilities group 190,845 247,412 Others 547,581 158,669 Subtotal 12,191,340 8,362,319 Less:provision for bad and doubtful debts (237,675) (232,483) Total 11,953,665 8,129,836 (2) An ageing analysis of accounts receivable is as follows: RM B’000 Category 2011.06.30 2010.12.31 Within 1 year 11,644,683 7,662,297 1 to 2 years 206,276 388,465 2 to 3 years 120,837 94,341 More than 3 years 219,544 217,216 Subtotal 12,191,340 8,362,319 Less:provision for bad and doubtful debts (237,675) (232,483) Total 11,953,665 8,129,836 The ageing is counted starting from the date the accounts receivable is recognised. 112 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 4. ACCOUNTS RECEIVABLE (CONTINUED) (3) Accounts receivable disclosed by categories (continued): 2011.06.30 2010.12.31 Gross Provision for bad Gross Provision for bad Category carrying amount and doubtful debts carrying amount and doubtful debts Amount Percentage Amount Percentage Amount Percentage Amount Percentage RMB'000 (%) RMB'000 (%) RMB'000 (%) RMB'000 (%) Individually significant and assessed for impairment individually 118,473 0.97% 34,207 28.87% 121,099 1.44% 44,677 36.89% Individually insignificant but assessed for inpairment individually 63,943 0.52% 16,700 26.12% 56,718 0.67% 25,232 44.49% Assessed for impairment collectively Containers group 5,865,196 48.11% 918 0.02% 3,597,341 43.03% 1,455 0.04% Trailers group 2,687,672 22.05% 119,472 4.45% 1,827,394 21.85% 92,824 5.08% Tank equipments group 1,364,488 11.19% 56,840 4.17% 1,168,797 13.98% 59,206 5.07% Offshore engineering group 1,365,266 11.20% - - 1,230,957 14.72% - - Airport ground facilities group 190,845 1.57% 9,471 4.96% 247,412 2.96% 8,944 3.62% Others 535,457 4.39% 67 0.01% 112,601 1.35% 145 0.13% Subtotal 12,008,924 98.50% 186,768 1.56% 8,184,502 97.89% 162,574 1.99% Total 12,191,340 100.00% 237,675 1.95% 8,362,319 100.00% 232,483 2.78% Note*: This category includes accounts receivable individually tested but not impaired. There were no collaterals that the Group held for accounts receivable that were made impairment aforesaid. 113 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 4. ACCOUNTS RECEIVABLE (CONTINUED) (3) Accounts receivable disclosed by categories (continued): Individually significant items represent accounts receivable with an individual amount over RMB 10,000,000 (inclusive) or the book value of which account for 5% (inclusive) of the total accounts receivable in individual financial statements included in the consolidated financial statement. The analysis of the Group’s accounts receivable by original currency is as follows: 2011.06.30 2010.12.31 Original Exchange Currency Original currency Exchange rate Amount Currency Amount currency rate RMB'000 RMB'000 RMB'000 RMB'000 RMB 4,125,612 1.0000 4,125,612 RMB 2,546,871 1.0000 2,546,871 USD 1,110,268 6.7416 7,484,985 USD 808,506 6.5897 5,327,812 HKD 41,708 0.8316 34,685 HKD 20,121 0.8477 17,057 JPY 2,608,686 0.0802 209,217 JPY 53,378 0.0810 4,324 AUD 4,554 6.9395 31,603 AUD 4,160 6.7050 27,893 EUR 23,420 9.3612 219,236 EUR 45,679 8.7980 401,883 Others - - 86,002 Others - - 36,479 Total 12,191,340 Total 8,362,319 (4) An analysis of accounts receivable individually significant and assessed for impairment individually is as follows: RM B’000 Provision for bad and Category Amount Provision rate Reason doubtful debts Provision was Containers group 46,022 2,301 5.00% made based on the credit risk 60,943 26,152 42.91% assessment of Trailers group Others 11,508 5,754 50.00% customers and historical loss Total 118,473 34,207 28.87% experiences. 114 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 4. ACCOUNTS RECEIVABLE (CONTINUED) Note 1: Provision was made based on the credit risk assessment of customers and historical loss experiences. (5) An analysis of accounts receivable individually insignificant but assessed for impairment individually is as follows: RMB’000 Provision for bad and Category Amount Provision rate Reason doubtful debts Containers group 4,359 2,760 63.32% Provision was Trailers group 45,123 2,766 6.13% made based on the credit risk Tank equipments group 7,322 7,322 100.00% assessment of Offshore engineering group 6,523 3,613 55.39% customers and Others 616 239 38.80% historical loss Total 63,943 16,700 26.12% experiences. 115 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 4. ACCOUNTS RECEIVABLE (CONTINUED) (6) An ageing analysis of account receivable assessed for impairment collectively is as follows: RMB’000 2011.06.30 2010.12.31 Provision for Provision for Ageing Percentage Percentage Amount bad and Amount bad and (%) (%) doubtful debts doubtful debts Within 1 year 10,322,866 85.96% 108,896 6,432,794 76.93% 62,713 1 to 2 years 182,387 1.52% 9,352 383,213 4.58% 22,117 2 to 3 years 71,298 0.59% 7,622 81,648 0.98% 21,854 More than 3 years 67,107 0.56% 60,898 55,890 0.67% 55,890 Total 10,643,658 88.63% 186,768 6,953,545 83.16% 162,574 The ageing is counted starting from the date the account receivable is recognised. (7) The recovery of provision within this year There were no accounts receivable for which a full provision or a significant provision was made in previous years while were recovered in full or in significant amount during the period (2010: Nil). (8) Actual written-off of accounts receivable within this year There were no material actual written-off of accounts receivable during the period (2010: Nil). 116 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 4. ACCOUNTS RECEIVABLE (CONTINUED) (9) Accounts receivable due from the five biggest debtors of the Group are as follows: Relationship Percentage in Company Name with the Amount Ageing total accounts company RMB’000 receivable (%) Mediterranean Shipping Co. S.A. None Compagnie Maritime d’ 828,166 Within 1 year 6.79% Affretement None 673,959 Within 1 year 5.53% Maersk Line None 483,243 Within 1 year 3.96% Triton Container International Ltd. None 370,404 Within 1 year 3.04% Soratu Drilling LLC. None 259,144 Within 1 year 2.13% Total 2,614,916 21.45% The total amount of the Group’s top 5 accounts receivable at 31 December 2010 was RMB2,018,771,000, 24.14% of the total accounts receivable. (10) Accounts receivable due from shareholders who hold 5% or more of the voting rights of the Company No amount due from shareholders who hold 5% or more of the voting rights of the Company is included in the above balance of accounts receivable (2010:Nil). (11) Accounts receivable due from related parties The Group’s accounts receivable due from related parties amount to RMB393,899,000(2010: RMB89,035,000), accounting for 3.23% of the total accounts receivable (2010: 1.06%). (12) Derecognition of accounts receivable due to transferring of financial assets There were no derecognition of accounts receivable due to transferring of financial assets in the Group during the period (2010: Nil). (13) Amount of assets and liabilities recognised due to the continuing involvement of securitised accounts receivable There were no securitised accounts receivables during the period (2010: Nil). As at 30 June 2011, restricted accounts receivable amounted to RMB 624,017,000 (2010: RMB962,096,000). Refer to Note V.21. 117 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 5. OTHER RECEIVABLES (1) Other receivables by categories: RMB'000 Category 2011.06.30 2010.12.31 Amounts due from related parties 400,832 557,348 Loans 686,899 427,445 Drawback tax receivable 775,634 786,039 Prepayment for land and equipment 752,927 73,336 Others 592,344 493,721 Subtotal 3,208,636 2,337,889 Less: provision for bad and doubtful debts (99,441) (101,617) Total 3,109,195 2,236,272 (2) The ageing analysis of other receivables is as follows: RMB'000 Category 2011.06.30 2010.12.31 Within 1 year 2,680,108 1,827,466 1 to 2 years 237,537 253,754 2 to 3 years 38,706 151,166 More than 3 years 252,285 105,503 Subtotal 3,208,636 2,337,889 Less: provision for bad and doubtful debts (99,441) (101,617) Total 3,109,195 2,236,272 The ageing is counted starting from the date the other receivable is recognised. 118 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 5. OTHER RECEIVABLES (CONTINUED) (3) Other receivables by categories: RMB'000 2011.06.30 2010.12.31 Provision for bad and Provision for bad and Category Note Percentage Percentage Amount doubtful debts Amount doubtful debts (%) (%) Amount Percentage (%) Amount Percentage (%) Individually significant other receivables (4) 1,875,884 58.46% 58,574 3.12% 950,622 40.66% 58,574 6.16% Insignificant other receivables (5) 1,332,752 41.54% 40,867 3.07% 1,387,267 59.34% 43,043 3.10% Total 3,208,636 100.00% 99,441 3.10% 2,337,889 100.00% 101,617 4.35% There were no collaterals that the Group held for other receivables that were made impairment aforesaid. Individually significant items represent other receivables with an individual amount over RMB 10,000,000 (inclusive) or the book value of which account for 5% (inclusive) of the total other receivables in individual financial statements included in the consolidated financial statement. 119 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 5. OTHER RECEIVABLES (CONTINUED) (4) An analysis of individually significant other receivables assessed for impairment individually are as follows: RMB’000 Provision Provision Category Amount for bad and Reasons rate doubtful Individually significant: Capital increment amount due from subsidiaries 140,449 - - Note 1 Amounts due from associates 163,304 - - Note 1 Receivables arising from transfer of equity investment70,650 - - Note 1 Land-transferring fees 736,393 - - Note 1 Receivables arising from financing to third parties 616,386 - - Note 1 Others 148,702 58,574 39.39% Note 1、Note 2 Total 1,875,884 58,574 3.12% Note 1: The estimated risk of loss is relatively low. The provision for bad and doubtful debts is individually assessed based on the recoverability of individual balance. Note 2: Provision was made based on the credit risk assessment of creditors and historical loss experiences. 120 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 5. OTHER RECEIVABLES (CONTINUED) (5) An analysis of individually insignificant other receivables but assessed for impairment individually is as follows: The Group assessed impairment of the insignificant other receivable and made provision of impairment of RMB 40,867,000. (6) The movement of provision within this year There were no other receivables for which a full provision or a significant provision was made in the previous years while were recovered in full or in significant amount during the period (2010: Nil). (7) The recovery of other receivables by restructuring within this year There were no other receivables recovered during the period by means of restructuring (2010: Nil). (8) Actual written-off of other receivables within this year There were no material actual written-off of other receivables during the period (2010: Nil). 121 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 5. OTHER RECEIVABLES (CONTINUED) (9) Other receivables due from the five biggest debtors of the Group are as follows: RMB’000 Relationship Percentage in Company Name with the Amount Aging total other company receivables (%) 1. Zhengjiang government None 736,393 Within 1 year 22.95% 2. Sea Biscuit International Inc. None 535,480 Within 1 year 16.69% 3. Shanghai Fengyang Real Estate More than 3 Associate 163,304 5.09% Development Co., Ltd (“Shanghai years Minority 4. P.G.M. Holding B.V. (“PGM”) shareholder of 140,449 1 to 2 years 4.38% the Group’s 5.Marine Subsea Cyprus Holding Ltd. None 80,906 1 to 2 years 2.52% Total 1,656,532 - 51.63% The Group’s top 5 other receivables as at 31 September 2010 amounted to RMB821,398,000, accounting for 35.13% of the total other receivables. (10) Other receivables due from shareholders who hold 5% or more of the voting rights of the Company The balance of other receivables from shareholders who hold 5% or more of the voting rights of the Company was withholding tax due from shareholders China Merchants International (CIMC) Investment Co., Ltd (“Merchants International”) and COSCO Container Industries Limited (“COSCO Container”), amounting to RMB 7,557,000 and RMB 1,850,000 (2010:respectively amounting toRMB 7,704,000元 and RMB 1,886,000). 122 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 5. OTHER RECEIVABLES (CONTINUED) (11) Other receivables due from related parties RMB’000 Relationship Percentage in total Company Name with the Amount other receivables company (%) Minority 1.PGM shareholder of 140,449 4.38% the Group’s 2.Shanghai Fengyang Associate 163,304 5.09% Controlling 3.Shenzhen Merchant Property shareholder of 70,650 2.20% Development Co., Ltd the Group’s 4.C & C Trucks Associate 10,480 0.33% Important 5.COSCO Container shareholder of 1,850 0.06% the Group Important 6.Merchants International shareholder of 7,557 0.23% the Group 7.Others 6,542 0.20% Total 400,832 12.49% The Group’s other receivables due from related parties as at 31 December 2010 amounted to RMB 557,348,000), accounting for 23.84 % of total other receivables. (12) Derecognition of other receivables due to transferring of financial assets There are no derecognition of other receivables due to transferring of financial assets during the period (2010: Nil). (13) Amount of assets and liabilities recognised due to the continuing involvement of securitised other receivables There were no securitised other receivables during the period (2010: Nil). 123 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 6. PREPAYMENTS (1) Prepayments by category are as follows: RMB'000 2011.06.30 2010.12.31 Raw material 1,375,564 1,832,516 Construction Cost 727,979 600,546 Other 2,780 97,472 Subtotal 2,106,323 2,530,534 Less: provision for bad and doubtful debts (94,666) (97,087) Total 2,011,657 2,433,447 (2) The ageing analysis of prepayments is as follows: RMB'000 2011.06.30 2010.12.31 Percentage Percentage Amount Amount (%) (%) Within 1 year 1,777,568 84.39% 2,156,578 85.22% 1 to 2 years 90,761 4.31% 57,744 2.28% 2 to 3 years 52,471 2.49% 280,565 11.09% More than 3 years 185,523 8.81% 35,647 1.41% Subtotal 2,106,323 100.00% 2,530,534 100.00% Less: provision for bad and doubtful debts (94,666) 4.49% (97,087) 3.84% Total 2,011,657 95.51% 2,433,447 96.16% The ageing is counted starting from the date of recognition of prepayments. Prepayments aged over 1 year included steel purchase prepayment made to a supplier in total of RMB 92,140,000. The supplier has not delivered the steels within due date for its own reasons. As at 31 December 2010, the Group had made full provision of RMB 87,640,000 Other than the prepayments mentioned above, the remaining prepayments aged over 1 year mainly represented equipment purchase prepayment for offshore engineering projects. The prepayments are not settled because the construction period of the offshore engineering project usually last more than 1 year. 124 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 6. PREPAYMENTS (CONTINUED) (3) The Group’s top 5 prepayments are as follows: RMB'000 Relationship Percentage of the Time of Company Name with the Amount total Reason for unsettlement recognition company prepayments(%) prepayment,contract not yet Huisman Equipment BV None 161,745 7.68% 2010 settled THRUSTMASTER OF TEXAS, INC None 133,411 6.33% 2010 materials not yet received Ben steel None 124,567 5.91% 2011 materials not yet received materials not yet received Tian Jin Yinze sheet metal Co., Ltd. None 87,640 4.16% 2008 within due date STX HEAVY INDUSTRIES CO., LTD. None 85,848 4.08% 2010 materials not yet received Total 593,211 28.16% (4) Prepayments due from shareholders who hold 5% or more of the voting rights of the Company No amount due from shareholders who hold 5% or more of the voting rights of the Company is included in the above balance of prepayments (2010: Nil). 125 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 7. INVENTORIES (1) Inventories by categories RMB'000 2011.06.30 2010.12.31 Category Provision for Provision for Cost amount Carrying amount Cost amount Carrying amount diminution in value diminution in value Raw materials 5,865,800 (88,218) 5,777,582 5,230,667 (89,821) 5,140,846 Work in progress 1,759,500 (21,280) 1,738,220 1,728,783 (21,816) 1,706,967 Finished goods 2,874,637 (31,575) 2,843,062 3,190,426 (38,106) 3,152,320 Consignment stocks 497,275 (95) 497,180 339,038 (95) 338,943 Spare parts Low-valued 78,161 - 78,161 43,434 - 43,434 consumables 38,851 - 38,851 21,696 - 21,696 Materials in transit 12,932 - 12,932 12,487 - 12,487 Completed properties held for sale 598,270 25,835 598,270 - 25,835 - Properties under 38,331 - 38,331 449,938 - 449,938 developmentconstruction Ship under 3,397,016 - 3,397,016 1,989,931 - 1,989,931 Offshore engineering 466,453 - 466,453 541,350 - 541,350 equipment Total 15,627,226 (141,168) 15,486,058 13,573,585 (149,838) 13,423,747 126 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 7. INVENTORIES (CONTINUED) (1) Inventories by categories (continued) The Group’s closing balances of inventories included no capitalised borrowing cost (2010:Nil). As at 30 June 2011, t inventories with restricted ownership amounts to RMB 5,705 ,000 (2010: Nil). (2) Inventories movement for the year is as follows: RMB'000 Opening balance Effect of foreign Closing balance at Category at the beginning Additions for the Diminutions for exchange rate the end of the of the year period the period changes period Raw materials 5,230,667 29,606,855 (28,916,842) (54,880) 5,865,800 Work in progress 1,728,783 24,211,274 (24,181,788) 1,231 1,759,500 Finished goods 3,190,426 30,646,974 (30,962,666) (97) 2,874,637 Consignment stocks 339,038 2,802,994 (2,644,757) - 497,275 Ship under construction 1,989,931 1,407,085 - - 3,397,016 Other 1,094,740 3,484,223 (3,345,965) - 1,232,998 Subtotal 13,573,585 92,159,405 (90,052,018) (53,746) 15,627,226 Less: provision for diminution in value of inventories (149,838) (2,483) 10,931 222 (141,168) Total 13,423,747 92,156,922 (90,041,087) (53,524) 15,486,058 127 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 7. INVENTORIES (CONTINUED) (3) Provision for diminution in value of inventories RMB'000 Opening balance Effect of foreign Closing balance Provision for the Written back during the peirod Category at the beginning exchange rate at the end of the period of the year Reversal Write-off changes period Raw materials 89,821 2,358 (2,911) (1,401) 351 88,218 Work in progress 21,816 125 - - (661) 21,280 Finished goods 38,106 - (4,836) (1,783) 88 31,575 Consignment stocks 95 - - - - 95 Total 149,838 2,483 (7,747) (3,184) (222) 141,168 128 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 7. INVENTORIES (CONTINUED) (3) Provision for diminution in value of inventories (continued) (a) The provision for diminution in value of the Group’s inventories during the period was recognised mainly for the slow-moving or long-aging. (b) Written back of provision for diminution in value of the Group’s inventories during the period is as follows: Percentage of provision written Basis of provision back over total for diminution in Reasons for written inventories balance at Category value of inventories back of provision year end Net realisable value Inventories were was lower than used or sold and book value the net realisable Raw materials value ascended 0.05% Net realisable value Inventories were was lower than used or sold and book value the net realisable Work in progress value ascended 0.00% Net realisable value Inventories were was lower than used or sold and book value the net realisable Finished goods value ascended 0.17% Inventories were Net realisable value used or sold and was lower than the net realisable book value Consignment stocks value ascended 0.00% 129 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 8. NON-CURRENT ASSETS DUE WITHIN ONE YEAR RMB'000 2011.06.30 2010.12.31 Finance leases 1,327,884 758,786 Sales of goods by instalments 108,841 446,031 Others 2,246 - Subtotal 1,438,971 1,204,817 Less: Provision for impairment (26,523) (19,315) Total 1,412,448 1,185,502 9. OTHER CURRENT ASSETS RMB'000 Item 2011.06.30 2010.12.31 Tax deductible/withheld 729,817 684,560 Others - 3,470 Total 729,817 688,030 130 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 10. AVAILABLE-FOR-SALE FINANCIAL ASSETS RMB'000 Item 2011.06.30 2010.12.31 Available-for-sale equity instruments 751,838 768,467 During the period, available-for-sale financial assets held by the Group and the Company included shares of China Merchants Bank and of China Merchants Securities Co., Ltd, with a carrying value of RMB 150,069,000 and RMB 593,511,00. Besides, the Group and the Company held equity investment of Otto Energy Limited of RMB 8,258,000. . 131 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 11. LONG-TERM RECEIVABLES (1) The long-term receivables by categories are as follows: RMB'000 Item 2011.06.30 2010.12.31 Finance Leases 3,281,415 934,554 including: Unrealised finance income 956,510 75,060 Sales of goods by instalment 391,867 406,161 Car/housing loans to staff 14,652 13,528 Subtotal 3,687,934 1,354,243 Less: Provision for impairment (40,985) (17,986) Total 3,646,949 1,336,257 (2) Significant changes of provision for bad and doubtful debts during the period: There were no long-term receivables due within one year for which a full provision or a significant provision was in the previous years while were recovered in full or in significant amount during the period (2010: Nil). (3) Derecognition of long-term receivables due to transfer of financial assets 132 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 11. LONG-TERM RECEIVABLES (CONTINUED) (4) Long-term receivables due from shareholders who hold 5% or more of the voting rights of the Company No amount due from shareholders who hold 5% or more of the voting rights of the Company is included in the above balance of long-term receivables (2010: Nil). 12. LONG-TERM EQUITY INVESTMENTS (1) As at 30 June 2011, the Group’s long-term equity investments by categories are as follows: RMB'000 Item 2011.06.30 2010.12.31 Investments in joint ventures 25,357 39,812 Investments in associates 1,535,053 1,119,285 Other long-term equity investments 392,300 392,300 Subtotal 1,952,710 1,551,397 Less: Provision for impairment (3,065) (3,065) Total 1,949,645 1,548,332 133 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 12. LONG-TERM EQUITY INVESTMENTS (CONTINUED) (2) An analysis of long-term equity investments movement of the year is as follows: RMB'000 The Whether voting Initial Balance at the Additions Balance at the Shareholding Company right is defferent Provision Impairment Dividend Inves tee investment beginning of during the end of the percentage subs idiaries from the for los s of the receivable/received cost the year period period (%) voting right shareholding impairment period of the period (%) interes t Equity method—Joint ventures Compos ite Co., Ltd (MST) - 14,497 (14,497) - - - N/A - - - RuiJi Logistic (Wuhu) Co., Ltd 9,884 10,020 (3,327) 6,693 50.00% 50.00% N/A - - - North CIMC Logis tic Co., Ltd. 15,000 15,295 (231) 15,064 50.00% 50.00% N/A - - - Super Cool 3,600 - 3,600 3,600 50.00% 50.00% N/A - - - Subtotal 28,484 39,812 (14,455) 25,357 - - - Equity method —Ass ociates - - - ("KYH") 27,625 120,753 5,030 125,783 31.83% 31.83% N/A - - - Logis tic Co., Ltd (TJCIMCZL) 21,403 41,115 881 41,996 36.00% 36.00% N/A - - - (DLJLL) 16,844 37,693 858 38,551 30.00% 30.00% N/A - - - Service Co., Ltd (Xiamen 11,479 13,999 1,790 15,789 45.00% 45.00% N/A - - - Group Co., Ltd (TJZL) 302,144 467,681 5,245 472,926 38.22% 38.22% N/A - - 11,555 Container Service Co., Ltd 3,579 3,533 - 3,533 21.00% 21.00% N/A - - - Limited (XYW) 2,916 2,850 (31) 2,819 20.00% 20.00% N/A - - - Shanghai Fengyang 12,000 84,313 28,267 112,580 40.00% 40.00% N/A - - - TRS Transportkoeling 12,030 13,133 1,569 14,702 32.00% 32.00% N/A - - - Eurotank Oy 6,946 8,204 619 8,823 40.00% 40.00% N/A - - - Ltd (XMHLC) 6,153 5,087 120 5,207 49.00% 49.00% N/A - - - TRUCKS) 540,000 102,065 380,938 483,003 45.00% 45.00% N/A - - - Development Co., Ltd. (“XMHJ 4,900 4,900 285 5,185 49.00% 49.00% N/A - - - Technology Materials Co., Ltd. 6,072 5,125 121 5,246 30.00% 30.00% N/A - - - Cons afe MSV AB - 6,315 (6,315) - - - N/A - - - Ltd 9,000 18,884 (3,316) 15,568 36.00% 36.00% N/A - - - ("TSC", NoteV.12(3)) 167,591 167,161 - 167,161 14.60% 14.60% N/A - - - Company 16,474 16,474 (293) 16,181 25.00% 25.00% N/A - - - Subtotal 1,167,156 1,119,285 415,768 1,535,053 - - - Costing method - - - Management 8,125 8,125 - 8,125 5.00% 5.00% N/A - - 10,000 Donghua Container 270 270 - 270 5.00% 5.00% N/A - - - China Railway United Logis tics 380,780 380,780 - 380,780 10.00% 10.00% N/A - - - Guangdong Samsung 1,365 1,365 - 1,365 0.09% 0.09% N/A (1,365) - - Beihai Yinjian 1,700 1,700 - 1,700 1.01% 1.01% N/A (1,700) - - Company Limited 60 60 - 60 39.00% 39.00% N/A - - - Subtotal 392,300 392,300 - 392,300 - - - Total 1,587,940 1,551,397 401,313 1,952,710 (3,065) - 21,555 134 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 12. LONG-TERM EQUITY INVESTMENTS (CONTINUED) (3) As at 30 June 2011, there is no need for the Group to made provision for long-term equity investments in joint ventures and associates based on the provision testing result that compared the estimated recoverable amount and book value of long-term equity investments in joint ventures and associates. (4) As at 30 June 2011, the group directly holds 14.60% equity interest in TSC. As Secretary of the Board in the group, Mr Yu Yuqun has been appointed as Non-Executive Director of TSC on 15 March 2011, the group has significant influence over TSC. Considering TSC to be its associate company since that date, the Group accounted the equity investment in TSC RMB 167,161,000 as long-term equity investment using the equity method. 135 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 12. LONG-TERM EQUITY INVESTMENTS (CONTINUED) (5) Information for major joint ventures and associates is as follows: Net profit/ Percentage Registered capital Total assets Total liabilities Net assets Total revenue (loss) for the period of voting Registered Legal Principal Shareholding rights in Investee Entity type place representative activities Currency RMB'000 percentage the RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 a.Joint ventures Production MST Corporation Yangzhou Li Guisen and sales of RMB 154,634 50.00% 50.00% RuiJi Logistics Corporation Anhui Li Lizhong composition Logistic RMB 2,049,210 50.00% 50.00% GXNFWL Corporation Guangxi Yan Jie Logistic RMB 30,000 50.00% 50.00% Super Cool Corporation Shanghai Huangtianhua Refrigeration EquipmentRMB 18,000 50.00% 50.00% b.As sociates Investment KYH Corporation BVI Huojinghui Corporation HKD 72,289 31.83% 31.83% TJCIMCZL Corporation Tianjin Wufapei Logistic RMB 100,000 36.00% 36.00% DLJLL Corporation Dalian Xu Song Logistic RMB 70,000 30.00% 30.00% Xianmen Haitou Corporation Xiamen Jiang Jingdong Logistic RMB 25,000 45.00% 45.00% TJZL Corporation Tianjin Yang Liqiang Logistic USD 51,956 38.22% 38.22% NBBL Corporation Ningbo Zhu Shuilin Martime auxiliary servicesRMB 4,000 21.00% 21.00% XYW Corporation HongKong Wu Zhiquan Wood processing RMB 12,500 20.00% 20.00% Shanghai Fenyang Corporation Shanghai Yang Zhiguang Property development RMB 30,000 40.00% 40.00% XMHLC Corporation Xiamen Yangxiaobo Logistic USD 12,000 49.00% 49.00% C&C TRUCKS Corporation Wuhu Yin Tongyao Equipment construction RMB 400,000 45.00% 45.00% XMHJ Corporation Xiamen Li Qiang Container leasing RMB 10,000 49.00% 49.00% SJKJ Corporation Jiangmen Zheng Xiande Composite panels manufacturing 3,000 30.00% 30.00% Haiyang Blue Island Offshore Offshore Ltd Corporation Yantai Dou Jiangrong Engineering RMB 30,000,000 30.00% 30.00% TSC Corporation Cayman Islands Jiang Binhua Energy and HKD 2,000,000 14.60% 14.60% Vostok-Raffles Joint Stock Offshore Company Corporation Russia Not applicable Engineering USD 10,000,000 25.00% 25.00% (6) There is no restriction o the ability of the Group to transfer funds to invested enterprise. 136 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 13. INVESTMENT PROPERTY RMB'000 Balance at the Effect of the foreign beginning of the exchange rate Balance at the Item year Additions Disposals changes end of the period Cost 96,223 12,290 - - 108,513 1.Buildings 32,172 12,290 - - 44,462 2.Land use rights 64,051 - - - 64,051 Accumulated depreciation or amortisation 18,867 809 - - 19,676 1.Buildings 11,108 223 - - 11,331 2.Land use rights 7,759 586 - - 8,345 Carrying amounts 77,356 11,481 - - 88,837 1.Buildings 21,064 12,067 - - 33,131 2.Land use rights 56,292 (586) - - 55,706 Provision of impairment - - - - - 1.Buildings - - - - - 2.Land use rights - - - - - Carrying amounts 77,356 11,481 - - 88,837 1.Buildings 21,064 12,067 - - 33,131 2.Land use rights 56,292 (586) - - 55,706 The depreciation and amortisation charged for investment property for the period ended 30 June 2011 was RMB 809,000. There was no provision for impairment for investment property for the period ended 30 June 2011. 137 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 14. FIXED ASSETS (1) Fixed assets by categories RMB'000 Effect of the Balance at the foreign Item beginning of the exchange Balance at the period Additions Disposals rate changes end of the period Cost: 14,543,128 442,080 (77,920) 62,359 14,969,647 Including: Plant & buildings 5,653,864 163,029 (246) 32,304 5,848,951 Machinery & equipment 5,534,649 193,341 (61,724) 27,143 5,693,409 Other equipment 716,306 55,989 (3,001) 6,460 775,754 Motor vehicles 764,098 22,550 (12,949) 3,569 777,268 Offshore engineering special equipment 1,324,208 6,954 - (7,019) 1,324,143 Dock and port 550,003 217 - (98) 550,122 Accumulated depreciation: 4,306,449 377,755 (33,101) 44,602 4,695,705 Including: Plant & buildings 1,352,918 84,046 (104) 13,976 1,450,836 Machinery & equipment 2,045,621 201,612 (20,306) 23,063 2,249,990 Other equipment 413,853 33,336 (2,895) 5,300 449,594 Motor vehicles 272,147 19,442 (9,796) 2,650 284,443 Offshore engineering special equipment 141,279 31,737 - (384) 172,632 Dock and port 80,631 7,582 - (3) 88,210 Carrying amount 10,236,679 64,325 (44,819) 17,757 10,273,942 Including: Plant & buildings 4,300,946 78,983 (142) 18,328 4,398,115 Machinery & equipment 3,489,028 (8,271) (41,418) 4,080 3,443,419 Other equipment 302,453 22,653 (106) 1,160 326,160 Motor vehicles 491,951 3,108 (3,153) 919 492,825 Offshore engineering special equipment 1,182,929 (24,783) - (6,635) 1,151,511 Dock and port 469,372 (7,365) - (95) 461,912 Provision for impairment 230,213 - (1,746) 6,044 234,511 Including: Plant & buildings 149,699 - - 5,800 155,499 Machinery & equipment 67,050 - (1,467) 246 65,829 Other equipment 573 - (153) - 420 Motor vehicles 158 - (126) - 32 Offshore engineering special equipment 12,733 - - (2) 12,731 Dock and port - - - - - Carrying amount 10,006,466 64,325 (43,073) 11,713 10,039,431 Including: Plant & buildings 4,151,247 78,983 (142) 12,528 4,242,616 Machinery & equipment 3,421,978 (8,271) (39,951) 3,834 3,377,590 Other equipment 301,880 22,653 47 1,160 325,740 Motor vehicles 491,793 3,108 (3,027) 919 492,793 Offshore engineering special equipment 1,170,196 (24,783) - (6,633) 1,138,780 Dock and port 469,372 (7,365) - (95) 461,912 138 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 14. FIXED ASSETS (CONTINUED) (1) Fixed assets by categories (continued) The depreciation charged for the period of the Group was RMB: 377,755,00. Fixed assets transferred from construction in progress in the period was RMB309,562,000. As at 30 June 2011, the fixed assets of the Group restricted in ownership amounted to RMB97,877,000. Refer to Note V.21 for details. In 2009, as a result of change of governmental land use plan and management operation strategy, part of buildings and machineries of the containers segment would be dismantled or disposed. Also, as a result of decrease in demand in the European and American market and the corresponding poor performance in operation and continuing downturn in property market, indication existed that some of machineries and buildings in the Netherland belonging to the trailers segment might be impaired. Therefore, the Group performed impairment test for these fixed assets. Based on the result of the test, the Group made RMB 184,518,000 of provision for impairment for the aforesaid fixed assets. The recoverable amount is determined as either its fair value less costs to sell or its present value of expected future cash flows. If there is an active market for aforesaid fixed assets, net realisable value is the quoted price in the active market less the estimated selling expenses according to the management’s disposal plan. The realisable value of fixed assets, which have no value in use and are pending for dismantling, is their fair value less the estimated disposal expenses. For fixed assets still in use and without an active market, the realisable value is the present value of expected future cash flows, which is calculated based on the discounting rate. The benchmark rate of bank loans will be adopted as the discounting rate. 139 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 14. FIXED ASSETS (CONTINUED) (2) As at 30 June 2011, the Group had no temporarily idle fixed assets. (3) Fixed assets held under finance leases (2010: Nil) RMB'000 Accumulated Item Cost depreciation Carrying amount As at 30 June 2011 Special equipment for marine Engineering project 215,152 30,530 184,622 140 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 14. FIXED ASSETS (CONTINUED) (4) Fixed assets leased out under operating leases RMB’000 Item Net book value Plant & buildings 22,085 Motor vehicles 761 Machinery & equipment 66,370 Other equipment 3,000 Total 92,216 (5) Fixed assets held for sale at the period end As at 30 June 2011, there were no fixed assets held for sale (2010: Nil). (6) Fixed assets with pending certificates for ownership Expected time of Carrying amoun Reasons for pending getting Item RMB’000 certificate of Put to use, ownership Factory 89,560 certificate being End of 2011 Workshop 67,480 Certificate being End of 2011 Put to use, Office building 78,089 certificate being End of 2011 Warehouse 56,155 Certificate being November,2011 Put to use, Dormitory and Canteen 46,843 certificate being End of 2011 Certificate being Others 74,442 in the progress End of 2011 Total 412,569 141 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 15. CONSTRUCTION IN PROGRESS (1) Construction in progress RMB'000 2011.06.30 2010.12.31 Item Carrying Carrying Cost Impairment amount Cost Impairment amount DLZH Plant Project - - - 18,774 - 18,774 Nantong CIMC Special Transportation Equipment Third Workshop Project 13,792 - 13,792 3,367 - 3,367 Enric Roller-type Rotary Machine and Top-and-bottom Machine 9,998 - 9,998 1,601 - 1,601 KGR Vehicle Installation Project 3,732 - 3,732 3,427 - 3,427 Nantong Sunda Container Complete-line and Coating-line project 735 - 735 198 - 198 Dalian Heavy Logistics Equipments Pressure Vessels Project - - - 185 - 185 Enric First Stage Project 8,573 - 8,573 8,672 - 8,672 Dalian Heavy Logistics Production Line 13,749 - 13,749 17,324 - 17,324 CIMC Grand Sky Light Hotel Project - - - 36,337 - 36,337 XHCIMCS Production Line and Power Facilities Reconstruction Project 8,303 - 8,303 13,298 - 13,298 Enric Heavy Pressure Vessel Workshop 18,674 - 18,674 12,777 - 12,777 Southern Salt Square 2nd Stage Project 41,063 - 41,063 39,815 - 39,815 LYLY vehicle 2nd Phase Project 13,037 - 13,037 8,800 - 8,800 Head office residential facilities for Haigong research center - 19,453 19,453 - 19,453 YZTL Steel Structure Factory Project 22,609 - 22,609 8,218 - 8,218 Enric 3rd Phase Project 18,207 - 18,207 7,213 - 7,213 Eastern Logistic 3rd Phase Project 250,431 - 250,431 36,355 - 36,355 Xinhui Wood Factory 5th and 6th Project 1,470 - 1,470 13,200 13,200 Raffles Offshore Drilling Platform outfitting quay project 322,213 - 322,213 304,892 - 304,892 Raffles harbor basin project 99,070 - 99,070 82,851 - 82,851 Raffles Dredging Offshore Project 38,576 - 38,576 38,588 - 38,588 Raffles No1 and No 2 slideway project 100,916 - 100,916 99,275 - 99,275 Raffles sea route project 11,939 - 11,939 11,718 - 11,718 Raffles Longmen Crane Project 26,981 - 26,981 22,018 - 22,018 Raffles Plant Road Project 10,783 - 10,783 10,243 - 10,243 Raffles Jack-up Drilling Platform 640,971 - 640,971 541,542 - 541,542 Yantai Offshore Engineering Research Institute R&D Center - 34,593 - - - Enric Bengbu Factory 73,793 - 73,793 - - - Shijiazhuang Enric Factory 8,328 - 8,328 - - - CIMC Raffles Employee Canteen 11,943 - 11,943 - - - Others 512,882 - 512,882 337,523 337,523 Total 2,336,814 2,336,814 1,697,664 - 1,697,664 142 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 15. CONSTRUCTION IN PROGRESS (CONTINUED) (1) Construction in progress (continued) The carrying amounts of construction in progress at the end of the year included capitalised borrowing cost of RMB 46,594,000 (2010: RMB17,912,000). The interest rate adopted for determining capitalised at borrowing cost for the current period was 5.39% (2010: 5.09%). As at 30 June 2011, there is no construction in progress of the Group with restrictions in ownership. Refer to Note V.21 for details. (2010: RMB 36,337,000). (2) Provision for impairment There was no provision for impairment for work in progress in the period (2010: Nil). 143 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 15. CONSTRUCTION IN PROGRESS (CONTINUED) (3) The Group’s major construction projects in progress were set out as follows: RMB'000 Percentage of Accumulate Including Effect of the Balance at the current input d capitalized current year foreign Balance at the beginning of Transfer to Other over budget borrowing capitalized Capitalized Sources of exchange end of the Project Budge the year Additions fixed assets deduction (%) Progress cost borrowing cost rate (%) funds rate changes period DLZH Plant Project 170,705 18,774 14,751 (33,525) - 89.95% 100.00% 5,196 - 4.78% Bank Loan - - Nantong CIMC Special Transportation Equipment35,519 Workshop3,367 10,425 - - 123.12% 97.26% - - 0.00% Self-funding - 13,792 Enric Roller-type Rotary Machine and Top-and-bottom Machine 1,601 10,404 (2,007) 96.73% 96.73% - - - Self-funding - 9,998 Enric First Stage Project 51,950 8,565 8 - - 88.89% 88.89% - - 0.00% Self-funding - 8,573 Dalian Heavy Logistics Production Line equipment143,392 17,324 7,044 (10,619) - 28.05% 28.05% - - 0.00% Self-funding - 13,749 CIMC Grand Sky Light Hotel Project 86,000 36,337 34,281 (70,618) - 81.91% 79.00% 610 176 5.09% Bank Loan - - XHCIMCS Production Line and Power Facilities Reconstruction Project 9,565 (14,560) - 84.53% 84.53% - - 0.00% Self-funding - 8,303 Enric Heavy Pressure Vessel Workshop 25,570 12,777 5,897 - - 73.03% 73.03% - - 0.00% Self-funding - 18,674 Southern Salt Square 2nd Stage Project 66,520 39,815 1,248 - - 61.73% 61.73% - - 0.00% Self-funding - 41,063 LYLY vehicle 2nd Phase Project 19,620 8,800 4,237 - - 66.45% 66.45% - - 0.00% Self-funding - 13,037 Head office residential facilities for Haigong research center 19,453 - - - 98.40% 98.40% - - 0.00% Self-funding - 19,453 YZTL Steel Structure Factory Project 19,000 8,218 14,391 - - 119.00% 73.46% - - 0.00% Self-funding - 22,609 Enric 3rd Phase Project 28,132 7,213 10,994 - - 64.72% 25.64% - - 0.00% Self-funding - 18,207 Eastern Logistic 3rd Phase Project 184,512 36,355 214,076 - - 135.73% 89.70% - - 0.00% Self-funding - 250,431 Xinhui Wood Factory 5th and 6th Project 32,831 13,200 2,655 (14,385) - 51.66% 51.66% - - 0.00% Self-funding - 1,470 Raffles Offshore Drilling Platform 400,523 304,892 26,290 - - 80.47% 80.47% 20,894 8,873 5.95% Bank Loan (8,969) 322,213 outfitting quay project 163,859 82,851 21,999 - - 60.46% 60.46% 5,774 5,774 5.91% Self-funding (5,780) 99,070 Raffles harbor basin project 62,445 38,588 - - - 61.78% 61.78% - - 0.00% Self-funding (12) 38,576 Raffles Dredging Offshore Project 119,822 99,275 1,731 - - 84.25% 84.25% - - 0.00% Self-funding (90) 100,916 Raffles No1 and No 2 slideway project 73,737 11,721 225 - - 25.00% 25.00% - - 0.00% Self-funding (7) 11,939 Raffles sea route project 32,772 22,018 4,969 - - 86.68% 90.00% - - 0.00% Self-funding (6) 26,981 Raffles Longmen Crane Project 11,265 10,243 544 - - 95.76% 95.76% - - 0.00% Self-funding (4) 10,783 Raffles Plant Road Project 1,214,370 541,542 113,539 - - 53.58% 53.58% 13,939 13,939 5.96% Self-funding (14,110) 640,971 Raffles Jack-up Drilling Platform 350,000 642 33,951 - - 9.88% 9.88% - - 0.00% Self-funding - 34,593 Enric Bengbu Factory 450,000 - 73,793 - - 16.40% 16.40% - - 0.00% Self-funding - 73,793 Shijiazhuang Enric Factory 341,192 - 8,328 - - 2.44% 2.44% - - 0.00% Self-funding - 8,328 CIMC Raffles Employee Canteen 14,592 9,046 2,897 - - 81.85% 81.85% - - 0.00% Self-funding - 11,943 Total 4,148,235 1,365,915 628,242 (145,714) - 46,413 28,762 (28,978) 1,819,465 144 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 16. INTANGIBLE ASSETS (1) Intangible assets by categories RMB'000 Effect of the Balance at the foreign Balance at the beginning of exchange rate end of the Item the year Additions Disposals changes period Cost 4,191,625 142,071 (8,786) 9,907 4,334,817 Land use rights 2,871,554 118,863 (8,786) - 2,981,631 Technical know-how and trademarks 811,573 23,208 - 5,189 839,970 Timber concession rights 236,992 - - (4,508) 232,484 Customer relationships 108,736 - - 5,429 114,165 Customer contracts 136,128 - - 3,797 139,925 Mairime use rights 26,642 - - - 26,642 Accumulated amortisation 868,220 118,322 (8,601) 3,681 981,622 Land use rights 266,250 39,266 (8,601) - 296,915 Technical know-how and trademarks 368,783 64,044 - (334) 432,493 Timber concession rights 95,425 - - (1,815) 93,610 Customer relationships 48,843 7,692 - 2,033 58,568 Customer contracts 83,864 6,533 - 3,797 94,194 Mairime use rights 5,055 787 - - 5,842 Carrying amount 3,323,405 23,749 (185) 6,226 3,353,195 Land use rights 2,605,304 79,597 (185) - 2,684,716 Technical know-how and trademarks 442,790 (40,836) - 5,523 407,477 Timber concession rights 141,567 - - (2,693) 138,874 Customer relationships 59,893 (7,692) - 3,396 55,597 Customer contracts 52,264 (6,533) - - 45,731 Mairime use rights 21,587 (787) - - 20,800 Provision for impairment 104,834 45,731 - (2,305) 148,260 Land use rights - - - - - Technical know-how and trademarks - - - - - Timber concession rights 104,834 - - (2,305) 102,529 Customer relationships - - - - - Customer contracts - 45,731 - - 45,731 Mairime use rights - - - - - Carrying amount 3,218,571 (21,982) (185) 8,531 3,204,935 Land use rights 2,605,304 79,597 (185) - 2,684,716 Technical know-how and trademarks 442,790 (40,836) - 5,523 407,477 Timber concession rights 36,733 - - (388) 36,345 Customer relationships 59,893 (7,692) - 3,396 55,597 Customer contracts 52,264 (52,264) - - - Mairime use rights 21,587 (787) - - 20,800 145 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 16. INTANGIBLE ASSETS (CONTINUED) (1) Intangible assets by categories (continued) The amortisation charged for the year of the Group was RMB: 118,322,000. As at 30 June 2011, the cost of the Group’s intangible assets with certificates of ownership to be obtained amounted toRMB41,694,000. The relevant procedures were under progress and expected to be completed at the end of 2011. As at 30 June 2011, the Group had intangible assets with restriction in ownership amounted to RMB 108,441 ,000. (2010: RMB 156,607,000). The timber concession right amounting to RMB 119,779,000, in respect of the 450,000 acres in Suriname was acquired by Topco Forestry N.V, a wholly owned subsidiary of Gold Terrain Assets Limited, a subsidiary of the Group Since around 75,000 acres of the forest in the above timber concession rights were located in a nature reservation zone, the government of Suriname took back the timber concession rights in 2003. The Group had negotiated with the Suriname government for a plan to substitute the original 75,000 acres with other forest locations. Since there were no clear results of the negotiation, a full provision for impairment of RMB 13,646,000 was made to this part of timber concession rights. 146 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 16. INTANGIBLE ASSETS (CONTINUED) (1) Intangible assets by categories (continued) In 1998, Silveroad Wood Products Limited, a wholly owned subsidiary of Gold Terrain Assets Limited purchased 315,460 acres of timber concession rights in Cambodia amounting to RMB 112,859,000. The government of Cambodia has suspended all timber concession rights in its region, including those of the Group since 2001. In view of this, full provision for impairment amounting to RMB 88,883,000 was made on the carrying value of the above timber concession rights. According to the actual situation of customer relationship increased through assessment of the acquired subsidiary, impairment amounting to RMB 45,731,000 was made on the carrying value of the above customer relationship. As at 30 June 2011, there were no intangible assets with indefinite useful lives. 17. GOODWILL RMB'000 Balance at the Effect of the Balance at the Name of investee or Provision for Note beginning of Additions Deduction foreign exchange end of the goodwill items impairment the year rate changes period Enric (1)(a) 607,004 - - - 607,004 - TGE SA (1)(b) 180,749 - - 4,901 185,650 - Gadidae AB - 26,768 - (208) 26,560 - Technodyne International - 36,068 - 271 36,339 - Others 380,841 - - - 380,841 11,578 Total 1,168,594 62,836 - 4,964 1,236,394 11,578 (1) Impairment test for asset group including goodwill The Group’s allocation of goodwill to asset group according to operation segments or business segments is as follows: RMB'000 2011.06.30 2010.12.31 Container industry 127,524 127,524 Tailers 77,752 77,752 Tank equipments industry 882,678 841,439 Asset groups with insignficant allocation percentage of goodwill 148,440 121,879 Total 1,236,394 1,168,594 147 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 17. GOODWILL (1) Impairment test for asset group including goodwill (a) Goodwill attributable to Enric The Group paid USD144,291,628 (RMB1,094,076,842) as acquisition cost for acquiring 41.55% equity interest in Enric in 2007. The excess of acquisition cost over the Group’s interest in the fair value of Enric’s identifiable assets and liabilities, amounted to USD92,113,833 (RMB701,034,168), was recognised as goodwill attributable to Enric. (b) Goodwill attributable to TGE SA The Group paid USD35,605,021 (RMB243,096,841) as acquisition cost for the 60% equity interests in TGE SA in 2008. The excess of acquisition cost over the Group’s interest in the fair value of TGE SA’s identifiable assets and liabilities, amounting to USD13,188,894 (RMB90,048,493), was recognised as good will attributable to TGE SA. The goodwill together with which arose from TGE SA restructuring, amounting to USD15,197,477 (RMB103,759,294), are USD28,386,371 (RMB193,807,787). The group conducted impairment test on goodwill attributable to Enric and TGE. The recoverable amount is determined based on the present value of expected future cash flows and there was no impairment considered necessary for the goodwill based on the calculations. Until 30 June 2011, there has been no adverse trend in Enric and TGE’s business and there has been no adverse change in key assumptions on which management has made the future cash projections, the management believe that there was no impairment considered necessary for the goodwill 148 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 18. LONG-TERM DEFERRED EXPENSES RMB'000 Balance at Effect of the Balance the foreign at the end Reasons for beginning Other exchange of the other Item of the year Additions Amortisation deduction rate changes period deduction Water and electricity capacity enlargement expenses 1,178 - (236) - - 942 None Rental 6,038 1,414 (2,337) - - 5,115 None Others 20,762 5,324 (7,985) - - 18,101 None Total 27,978 6,738 (10,558) - - 24,158 None 149 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 19. DEFERRED TAX ASSETS AND LIABILITIES (1) Deferred tax assets or liabilities after offsetting and corresponding deductable or taxable timing differences RMB'000 Deductible/(taxable) Deductible/(taxable) Item temporary Deferred tax temporary Deferred tax difference assets/(liabilities) difference assets/(liabilities) 2011.06.30 2011.6.30 2010.12.31 2010.12.31 Deferred tax assets: Provisions for impairment 622,063 132,013 634,562 133,922 Provisions 468,981 91,276 453,035 91,669 Employee benefits payable 1,188,098 270,693 885,946 198,409 Accrued expenses 461,147 82,401 288,965 46,405 Tax losses carry-forward 905,156 157,113 895,395 153,362 Movement for fair value of financial assets held for trading/hedge instruments 112,048 28,003 137,488 33,001 Others 73,622 15,674 66,668 21,285 Subtotal 3,831,115 777,173 3,362,059 678,053 Offsetting amount (1,176,181) (274,413) (810,909) (188,597) Net amount after offsetting 2,654,934 502,760 2,551,150 489,456 Deferred tax liabilities: Movement for fair value of financial assets held for trading/hedge instruments (21,804) (5,478) (77,324) (16,046) Available-for-sale financial assets (661,175) (171,752) (723,531) (172,414) Movement for fair value of hedging financial instrument (22,923) (6,400) (14,077) (3,858) Revaluation gain through combination (960,195) (258,775) (990,755) (276,049) Estimated dividend income earned for non-resident foreign enterprises (5,118,667) (361,579) (2,490,010) (187,213) Others (491,789) (97,586) (591,535) (105,883) Subtotal (7,276,553) (901,570) (4,887,232) (761,463) Offsetting amount 1,176,181 274,413 810,909 188,597 Net amount after offsetting (6,100,372) (627,157) (4,076,323) (572,866) 150 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 19. DEFERRED TAX ASSETS AND LIABILITIES (CONTINUED) (2) Unrecognised deferred tax assets RMB'000 Item 2011.06.30 2010.12.31 Tax losses carry-forward 480,556 361,537 Impairment losses of timber Concession rights 55,769 55,769 Others 174,517 170,765 Total 710,842 588,071 (3) Expiry dates of tax credit for unrecognised deferred tax assets are as follows: RMB'000 Year 2011.06.30 2010.12.31 2011 - 89,119 2012 20,351 42,477 2013 203,501 225,447 2014 273,421 289,578 2015 513,085 525,845 2016 646,336 - More than 5 years 384,625 392,779 Total 2,041,319 1,565,245 At 30 June 2011, the Group had no unrecognised deferred tax liabilities. Note 1: By the end of the period and 2010, unrecognised deferred tax assets aged over 5 years (inclusive) arising from deductible tax losses resulted from foreign subsidiaries’ operating losses. Deductible tax losses generated from Hong Kong, the United States of America, the United Kingdom of Great Britain and Australia can be offset with future profit indefinitely; deductible tax losses generated from the Netherlands can be offset in the subsequent nine years. 151 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 20. PROVISIONS FOR IMPAIRMENT RMB’000 Balance at Decrease foreign Balance at at the beginning Charge for during the period exchange the end Item Note of the year the period Reversal Write off rate changes of the period Receivables V.4-6,8,11 468,488 54,211 -20,969 -3,937 1,497 499,290 Inventories V.7 149,838 2,483 -7,747 -3,184 -222 141,168 Long-term equity 3,065 - - - - 3,065 investment V.12 230,213 - - -1,746 6,044 234,511 Fixed assets V.14 104,834 45,731 - - -2,305 148,260 Intangible assets V.16 11,578 - - - - 11,578 Goodwill V.17 Total 968,016 102,425 -28,716 -8,867 5,014 1,037,872 Please refer to the respective notes of the assets for reasons of the provisions. 152 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 21. RESTRICTED ASSETS As at 30 June 2011, the Group’s assets with restrictions in their ownership are as follows: RMB’000 Balance at Decrease Effect of Balance at the beginning Additions during foreign the end Item Note of the year for the period the period exchange of the period - Cash at bank and on hand V.1 858,281 1,453,068 (549,003) (5,963) 1,756,383 - Accounts receivable V.4 962,096 222,284 (547,659) (12,704) 624,017 - Fixed assets V.14 161,120 36,881 (98,539) (1,585) 97,877 -Construction in progress V.15 36,337 - (36,337) - - - Inventories V.7 - 18,365 (12,660) - 5,705 - Intangible assets V.16 156,607 - - (48,166) 108,441 Total 2,174,441 1,730,598 (1,244,198) -68,418 2,592,423 The above fixed assets, inventories and intangible assets were secured for bank loans. Accounts receivable was pledged for borrowings. Refer to Note V.22 and Note V.34 for short-term and long-term secured loans analysis. 153 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 22. SHORT-TERM LOANS (1) Short-term loans by categories: RMB’000 Item Note 2011.6.30 2010.12.31 Guarantee loans (a) - RMB 247,641 3,836,026 - USD 963,653 450,471 - JPY 989 10,021 - GBP 38,343 - EUR 76,351 - SGD 4,710 Subtotal 1,212,283 4,415,922 Secured loans (b) - RMB 56,579 - - USD 97,087 86,325 - EUR - 17,346 - SGD - 624 Subtotal 153,666 104,295 Pledge loans (c) - RMB - - - USD 106,218 962,096 Subtotal 106,218 962,096 Loans on credit - RMB 6,379,467 672,125 - USD 1,360,287 1,536,746 - EUR 137,921 194,247 - HKD 2,184,351 423,878 - AUD - Subtotal 10,062,026 2,826,996 Other loans - RMB - - Subtotal - - Total 11,534,193 8,309,309 (a) As at 30 June 2011, guarantee loans of the Group included bank loans amounting toRMB1,037,489,000 guaranteed by the Company for its subsidiaries, RMB166,620,000 guaranteed by HI for its subsidiaries, RMB8,174,000 guaranteed by Enric for its subsidiaries. (b) As at 30 June 2011, borrowings of Vangurad National Trailer Corporation(“Vanguard”), a subsidiary of the Group, amounting to USD 15,000,000,equivalent to RMB 97,087,000 raised from Bank of Communications Co., Ltd. New York Branch were secured by Vanguard’s property and guaranteed by CIMC Hong Kong. Borrowings amounting to EUR 1,971,000, equivalent to RMB 56,579,000, raised from bank were secured by Enric’s property. 154 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 22. SHORT-TERM LOANS (CONTINUED) (1) Short-term loans by categories (continued): (c) As at 30 June 2011, the Group’s pledge loans amounting to RMB97,204,000 and RMB 9,014,000 were pledged by the accounts receivable of its subsidiaries, YZRYL and DLCIMCS. (d) As at 30 June 2011, no amount due to shareholders who hold 5% or more of the voting rights of the Company or related parties was included in the above balance of short-term loans. (2) As at 30 June 2011, the Group had no past due and un-repaid short-term loans. 23. FINANCIAL LIABILITIES HELD FOR TRADING RMB’000 Item Note 2011.6.30 2010.12.31 Current: Derivative financial liabilities -foreign future contracts 4,577 3,810 -swap contract for interest rate 10,480 - -foregin exchange option 45,308 - Subtotal 60,365 3,810 Non-Current: Derivative financial liabilities -swap contract for interest rate 69,465 76,066 -foregin exchange option - 78,226 Subtotal 69,465 154,292 Total 129,830 158,102 155 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 23. FINANCIAL LIABILITIES HELD FOR TRADING (CONTINUED) (1) As at 30 June 2011, the Company and subsidiaries separately had 10 and 5 unsettled interest rate swap contracts denominated in U.S. dollars. The nominal value of these contracts amounted to USD 460,000,000. The maturity dates of these interest rate swap contracts range from 23 May 2012 to 29 December 2018. As at 30 June 2011, the Group recognised on the foresaid contracts in their fair values of RMB79,945,000 (including RMB 66,311,000 of fair value recognised by the Company) as expenses and financial liabilities held for trading. Transaction costs on realisation have not been considered when calculating the fair values. (2) As at 30 June 2011, the Company had 2 unsettled forward contracts denominated in Japanese Yen. The nominal value of these contracts amounted to Japanese Yen 1,830,000,000. Pursuant to these forward contracts, the Company is entitled to buy U.S. dollar at an amount equivalent to contracted nominal value at agreed rates where the market spot rates at the settlement dates are higher than the agreed rates. These forwards contracts are not executed where the market spot rates at the settlement dates are equal to or lower than the agreed rates. The settlement dates of the aforesaid forwards contracts range from 30 May 2012 to 29 June 2012. As at 30 June 2011, the Company recognised the aforesaid 2 forwards contracts in their fair values of RMB 45,308,000 as expenses and financial liabilities held for trading. Transaction costs on realisation haven not been considered when calculating the fair values. 24. BILLS PAYABLE RMB’000 2011.6.30 2010.12.31 Bank acceptance bills 1,843,428 2,435,043 Commercial acceptance bills 226,733 103,580 Total 2,070,161 2,538,623 The above bills are due within one year. No amount due to the shareholders who hold 5% or more of the voting rights of the Company is included in the above balance of bills payable. 156 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 25. ACCOUNTS PAYABLE (1) The Group’s accounts payable is as follows: RMB’000 Item 2011.6.30 2010.12.31 Raw materials suppliers 9,573,142 9,117,500 As at 30 June 2011, there was no individual major accounts payable aged over one year. Group’s accounts payable is analysed by currencies as follows: 2011.06.30 2010.12.31 Original Original Currency currency Exchange RMB currency Exchange RMB ’000 rate ’000 ’000 rate ’000 RMB 6,308,843 1.0000 6,308,843 5,806,328 1.0000 5,806,328 USD 463,233 6.4716 2,997,859 443,815 6.5897 2,924,606 HKD 23,756 0.8316 19,755 200,411 0.8477 169,893 JPY 68,202 0.0802 5,470 43,843 0.0810 3,551 EUR 11,876 9.3612 111,199 17,757 8.7979 156,227 AUD 17,531 6.9395 121,658 8,255 6.7050 55,350 Others - - 8,358 - - 1,545 Total 9,573,142 9,117,500 (2) No amount due to shareholders who hold 5% or more of the voting rights of the Company or related parties is included in the balance of accounts payable. 157 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 26. ADVANCES FROM CUSTOMERS (1) The Group’s advances from customers is as follows: RMB’000 Item 2011.6.30 2010.12.31 Advances for goods 1,080,497 811,674 Advances for construction 865,084 620,826 Advances for property 586,629 502,573 Others 3,341 658 Total 2,535,551 1,935,731 No amount due to shareholders who hold 5% or more of the voting rights of the Company is included in the balance of advances from customers. As at 30 June 2011, there was no significant advances aged over one year. 27. EMPLOYEE BENEFITS PAYABLE RMB’000 Effect of Balance at Accrued Paid foreign Balance at the beginning during during exchange the end Item of the year the period the period rate changes of the period Salaries, bonuses, and allowances 781,343 1,914,752 (1,831,954) 1,874 866,015 Senior management bonus 269,475 100,000 (13,058) - 356,417 Severance payment 79 - - - 79 Social insurances and others 314,635 503,021 (350,306) 56 467,406 Total 1,365,532 2,517,773 -2,195,318 1,930 1,689,917 158 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 27. EMPLOYEE BENEFITS PAYABLE (CONTINUED) As at 30 June 2011, there was no delayed payment of employee benefits. As at 30 June 2011, aforesaid “social insurances and others” included labour union fees and employee education fees amounting to RMB27,588,000. There were no non-monetary benefits during the period. Salaries, bonus and allowances payables represent salaries accrued for current month and bonus accrued for subsidiaries in accordance with the result of annual performance and the performance assessment plan of the Group. According to the requirement of the performance assessment plan, annual accrued bonus would be paid over three years based on the percentage determined by the management, therefore, there was a balance of such accrued bonus at the end of the year. Senior management bonus is determined on the assessment of certain key performance index. The above bonus is proposed by Chief Executive Officer of the Group and the payment is subject to review and approval by board chairman and vice board chairman of the Group. The balance of senior management bonus payable was unpaid balance accrued in prior years. 28. Taxes payable RMB’000 2011.6.30 2010.12.31 VAT payable 23,771 66,744 Business tax payable 9,755 8,533 Income tax payable 693,943 590,029 Withholding tax 84,691 79,699 Others 68,486 44,150 Total 880,646 789,155 29. INTEREST PAYABLE RMB’000 2011.6.30 2010.12.31 Interest payable for long-term loan 12,245 3,120 Interest payable for short-term loan 13,631 10,048 Interest payable for bond payable 17,433 - Other Interest payable 4,787 - Total 48,096 13,168 159 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 30. DIVIDENDS PAYABLE RMB'000 2011.6.30 2010.12.31 Minority shareholders of subsidiaries 39,107 16,046 Public shareholders 151,260 - Total 190,367 16,046 31. OTHER PAYABLES (1) The analysis of the Group’s other payables is as follows: RMB’000 Item 2011.6.30 2010.12.31 Deposits and mortgage Advance received 772,783 469,371 Transportation expenses 426,514 256,492 Equipment and land use rights 429,094 395,583 Accruals 753,375 532,578 Current account with 253,182 245,728 subsidiaries' minority Others 471,037 488,615 Total 3,105,985 2,388,367 160 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 31. OTHER PAYABLES (CONTINUED) (1) The analysis of the Group’s other payables is as follows (continued): The analysis of the Group’s other payables by currencies is as follows: 2011.6.30 2010.12.31 Currency Original Original currency Exchange RMB currency Exchange RMB ’000 rate ’000 ’000 rate ’000 RMB 1,126,972 1.0000 1,126,972 721,950 1.0000 721,950 USD 201,214 6.4716 1,302,177 170,943 6.5897 1,126,461 HKD 257,356 0.8316 214,018 254,149 0.8477 215,448 JPY 2,796 0.0802 224 264,082 0.0810 21,387 EUR 47,738 9.3612 446,881 27,106 8.7979 238,476 AUD 2,086 6.9395 14,473 9,582 6.7050 64,245 Others - - 1,240 - - 400 Total 3,105,985 2,388,367 (2) Other payables due to shareholders or related parties who hold 5% or more of the voting rights of the Company: RMB’000 Organization name Relationship with the Group 2011.6.30 2010.12.31 1.Gasfin Minority shareholder of subsidiary 22,143 20,806 2.Bright Touch Minority shareholder of subsidiary 59,160 60,231 3. Leung Kee Minority shareholder of subsidiary 103,053 104,919 4. Yantai Shipyard Minority shareholder of subsidiary 45,670 46,497 Total 230,026 232,453 161 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 31. OTHER PAYABLES (CONTINUED) (3) Significant other payables aged over one year: As at 30 June 2011, significant other payables aged over one year represented quality guarantee, vehicle mortgage guarantee and various deposits. (4) As at 30 June 2011, there was no significant other payables. 162 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 32. PROVISIONS RMB’000 Effect of Balance at Charges Payments Reversal foreign Balance the beginning for during during exchange at the end Note of the year the period the period the period rate changes of the period Current Warranties for product quality (1) 555,341 126,439 (20,868) (67,322) (1,258) 592,332 Guarantees for third parties (2) 12,478 - (2,272) - 9 10,215 Others 81,754 41,485 (35,584) (74) 446 88,027 Total 649,573 167,924 (58,724) (67,396) (803) 690,574 (1) The Group provides after-sales repair warranty to the customers, ranging from two to seven years for containers, one year for trailers, one to seven years for tank equipments, one to two years for airport ground facilities and one year for offshore business after delivery of vessels. The Group will provide repair and maintenance services in accordance with sales contracts during the warranty period in the event of any non-accidental breakdown or quality problems. The balance of “Provisions - Warranties for product quality” represents the Group’s estimated obligation for such warranties. (2) The amount represents the possible loss for a bank guarantee letter issued by the Company’s subsidiary - Shenzhen CIMC Tianda Airport Equipment and guarantee in respect of banking facilities granted to trailer customer of HI. 163 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 33. NON-CURRENT LIABILITIES DUE WITHIN ONE YEAR (1) The analysis of the Group’s non-current liabilities due within one year by categories is as follows: RMB'000 Note 2011.06.30 2010.12.31 Long-term loans due within one year (2) -Credit loans 2,031,489 2,729,353 -Guarantee loans 250,448 17,584 Subtotal 2,281,937 2,746,937 Long-term payable due within one year (3) 100,843 97,584 Total 2,382,780 2,844,521 (2) The analysis of the Group’s non-current liabilities due within one year by categories is as follows: (a) The analysis of the Group’s non-current liabilities by currencies due within one year is as follows: 2011.06.30 2010.12.31 Annual Original Exchange RMB Original Exchange RMB interest rate currency'000 rate ’000 currency'000 rate ’000 Bank loans -RMB 3.51%-6.10% 375,507 1.0000 375,507 2,000,000 1.0000 2,000,000 -USD LIBOR+(90-185BP) 283,012 6.4716 1,831,540 100,000 6.5897 658,970 -HKD HIBOR+1.7% - 0.0000 - 20,743 0.8477 17,584 -EUR EURIBOR+65BP 8,000 9.3612 74,890 8,000 8.7979 70,382 Total 2,281,937 2,746,936 As at 30 June 2011, there was no renewal of past due long-term included in the balance of long-term loans due within one year. 164 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 33. NON-CURRENT LIABILITIES DUE WITHIN ONE YEAR (CONTINUED) (2) The analysis of the Group’s non-current liabilities due within one year by categories is as follows: (continued) (b) As at 30 June 2011, the top five long-term loans due within one year are as follows: 2011.06.30 2010.12.31 lender Initial date Maturity date CurrencyInterest rate(%) Original RMB Original RMB 1.China currency'000 ’000 currency'000 ’000 Development 19-Jun-09 21-Jun-12 USD Six-month libor+90bp 80,000 517,728 80,000 527,176 Development 12-Dec-07 21-Jun-12 USD Six-monthlibor+90bp 60,000 388,296 60,000 395,382 China 31-Mar-11 31-Mar-12 USD Six-monthlibor+45bp 50,000 323,580 - - Development 12-Dec-07 21-Dec-11 USD Six-monthlibor+90bp 50,000 323,580 50,000 329,485 5.The Export- Import Bank 18-Aug-10 15-Mar-12 RMB 3.76% 200,000 200,000 200,000 200,000 Total 1,753,184 1,452,043 (3) Long-term payables due within one year As at 30 June 2011, Long-term payables due within one year included net financial leasing payable of RMB 100,843,000, which is total amount of RMB 110,340,000 minus unrecognised financing expresses ofRMB 9,497,000. The Group had no financial leasing guaranteed by independent third parties. 165 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 33. NON-CURRENT LIABILITIES DUE WITHIN ONE YEAR (CONTINUED) (3) Long-term payables due within one year (continued) As at 30 June 2011, the top three of long-term payable due within one year were as follows: 2011.06.30 2010.12.31 lender Initial date Maturity date Currency Interest rate(%) Original RMB Original RMB currency'000 ’000 currency'000 ’000 1.CMB Financial Leasing Co., LTD 19-Sep-13 RMB 4.97% 90,747 90,747 96,726 96,726 2.CIT Finance & Leasing Corporation 31-Dec-11 RMB 5.40% 210 210 784 784 3.Yantai Port Group18-Aug-09 18-Aug-12 RMB 5.80% 37 37 74 74 Total 90,994 90,994 97,584 97,584 166 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 34. LONG-TERM LOANS (1) The analysis of the Group’s long-term loans is as follows: RMB'000 Note 2011.6.30 2010.12.31 Bank loans Credit loans 4,759,372 2,534,754 Guarantee loans - 772,202 Secured loans (a) 460,000 460,146 Pledge loans - 145,046 Total 5,219,372 3,912,148 Long-term loans in original currencies are as follows: 2011.06.30 2010.12.31 Exchange Original Exchange RMB Original Exchange RMB rate currency'000 rate ’000 currency'000 rate ’000 Bank loans -RMB 3.51%-6.9% 3,082,099 1.0000 3,082,099 1,438,767 1.0000 1,438,767 -USD 6个月LIBOR+(30-185BP) 311,650 6.4716 2,016,874 370,000 6.5897 2,438,189 -HKD HIBOR + 1.7% 3,000 0.8316 2,495 - - - -EUR EURIBOR+65BP 12,595 9.3612 117,904 4,000 8.7979 35,192 Total 5,219,372 3,912,148 (a) As at 30 June 2011, Rattles, the subsidiary of the Group borrowed RMB 460,000,000 secured with its marine space using right. (b) No amount due to the shareholders who hold 5% or more of the voting rights of the Company is included in the above balance of long-term loans. 167 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 34. LONG-TERM LOANS (CONTINUED) (2) The analysis of the Group’s long-term loans is as follows: (continued) (a) As at 30 June 2011, the top five long-term loans are as follows: Initial date of the Maturity date of 2011.06.30 2010.12.31 lender Currency Interest rate(%) Original RMB Original RMB loans the loans currency'000 ’000 currency'000 ’000 1.China Development Bank 12-Dec-07 10-Dec-13 USD 6个月libor+90bp 110,000 711,876 110,000 724,867 2.Bank of Communications Qingdao Branch Sifang RMB 5.81% 500,000 500,000 500,000 500,000 Sub-branch 21-Jul-09 17-Jul-12 3.The Export-Import Bank RMB 4.76% 400,000 400,000 - - of China 20-Jan-11 07-Jan-14 4.The Export-Import Bank RMB 4.51% 400,000 400,000 - - of China 16-Jun-11 16-Jun-14 5.The Export-Import Bank RMB 3.76% 200,000 200,000 200,000 200,000 of China Qingdao Branch 18-Aug-10 15-Mar-12 Total 2,211,876 1,424,867 As at 30 June 2011, there was no renewal of past due long-term bank loans included in the above balance of long-term loans. 168 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 35 BONDS PAYABALES RMB'000 Balance at Additions Settlements Balance the beginning during during at the end Item of the year the period the period of the period Medium Term Note -11 CIMC MTN1 - 3,987,276 - 3,987,276 Total - 3,987,276 - 3,987,276 (1) The analysis of the Company’s Bonds Payables is as follows: RMB'000 Interest Interest payable at accrued Interest payable at Balance at the Final maturity Notional the beginning interest for paid during the end of the end of the Item Face value Issue date date principal of the period the period the period period period Medium Term Note - 4,000,000 4,000,000 - (12,724) - (12,724) 3,987,276 11 CIMC MTN1 23 May 2011 23 May 2016 Total 4,000,000 4,000,000 - (12,724) - (12,724) 3,987,276 As at May 20, 2011, the company issued Medium Term Note in the national inter-bank bond market. The registered amount is RMB 6,000,000,000 and the first issued 5-year MTN, with issue price and face value at RMB 100 and a fixed interest of 5.23% per annum, amounts to RMB 4, 000,000,000.Interest is paid at every May 23 during the duration and the repayment date of the principal is May 23, 2016.The MTN was issued to institutional investor in the inter-bank market with no guarantee. The managing underwriter is China Merchant Bank. The above MTN is accounted as Bond payable at amortised cost using effective interest rate method. 36 SPECIAL PAYABLES RMB'000 Effect of Balance at Additions Settlements foreign Balance at the beginning during during exchange the end of the year the period the period rate changes of the period Project funds 16,442 471 - - 16,913 Total 16,442 471 - - 16,913 169 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 37. Long-term payable RMB'000 Item 2011.6.30 2010.12.31 Financial Leasing payable 98,417 118,858 Total 98,417 118,858 (1) The breakdown of financial leasing payable: RMB'000 Organization Name 2011.6.30 2010.12.31 China Merchant Bank Financial Leasing Co., Ltd. 89,427 118,858 Others 8,990 - Total 98,417 118,858 As at 30 June 2011, the unrecognised financing expense of the Group amounted to RMB 5,164,000. (2010: RMB 6,049,000) The Group had no financial leasing guaranteed by third party in the year. The Group had no amount due to shareholders who hold 5% or more of the voting rights of the Company or related parties. 170 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 38. OTHER NON-CURRENT LIABILITIES RMB'000 Item 2011.6.30 2010.12.31 Deferred income 229,374 178,008 Total 229,374 178,008 39. SHARE CAPITAL The Company’s share capital status at30 June 2011 is as follows: RMB'000 Changes of Balance at the Additions shares subject to Balance at the beginning of the year during the period selling restrictions end of the period Shares subject to selling restrictions -Shares held by - - - - overseas legal persons -Shares held by domestic natural persons 620 - - 620 Shares not subject to selling restrictions -RMB-denominated ordinary shares 1,231,297 - - 1,231,297 -Domestically listed foreign shares 1,430,479 - - 1,430,479 Total 2,662,396 - - 2,662,396 The face value of the aforesaid shares was RMB 1.00 per share. 171 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 40. CAPITAL RESERVE RMB'000 Balance at Additions Settlements Effect Balance at the beginning during during of change in the end of of the period the period the period functional currency the period Share premiums 201,222 - - - 201,222 Other capital reserves - - - - - -Property revaluation reserve 54,979 - - (11,225) 43,754 -Exchange reserve on foreign currency capital 866 - - (174) 692 -Donated non-cash assets reserve 324 - - (67) 257 - Net changes in fair value of available-for- 727,466 - (15,815) (28,490) 683,161 sale financial assets -Effective portion of changes in fair value of 14,070 9,735 - (541) 23,264 cash flow hedges -Deferred tax effect (176,272) - (1,880) 6,594 (171,558) -Equity settled share-based payment 82,432 56,339 - (3,283) 135,488 -capital reserves due to minority 88,251 - - (9,227) 79,024 shareholders’ equity -capital reserves due to acquiring minority 256,078 - - (8,964) 247,114 shareholders' equity Others 100,004 4,489 (406,795) (302,302) Total 1,349,420 70,563 (17,695) (462,172) 940,116 172 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 41. Surplus reserve RMB'000 Balance at the beginning Effect of change in Additions Settlements Balance at the end Item of the period functional currency during the period during the period of the period Statutory surplus reserve 1,331,198 (260,240) - - 1,070,958 Discretionary surplus reserve 2,246,390 (456,298) - - 1,790,092 3,577,588 (716,538) - - 2,861,050 Total 42. RETAINED EARNINGS Item Note RMB’000 Appropriation proportion Retained earnings brought forward 10,689,335 Add: profit attributable to shareholders of the Company 2,807,629 Less: Dividends of ordinary shares (1) (929,568) Decrease in retained earnings resulted from change in functional currency (551,377) Retained earnings carry forward 12,016,019 (1) Dividends of ordinary shares (a) Dividends of ordinary shares declared during the period Pursuant to the shareholders’ approval at the shareholders’ Meeting on 13 April 2011, a cash dividend of RMB 0.35 per share (2009: RMB 0.15 per share) totaling RMB 929,568,270.6, (2010: RMB 319,487,526.17, equivalent to USD 58,485,063.51), was declared and paid to the Company’s ordinary shareholders on 31 May 2011. 173 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 43 OPERATING INCOME AND OPERATING COST (1) RMB'000 Item from 1 January to 30 June 2011 from 1 January to 30 June 2010 Operating income 35,878,407 20,575,020 Other operating income 599,691 662,869 Operating cost 29,499,900 18,246,729 There was no individual construction contract whose revenue amounted for more than 10% of the total operating income in 2010. (2) Operating income and operating cost (by industries and by products) RMB'000 from 1 January to 30 June 2011 from 1 January to 30 June 2010 Industry Operating income Operating cost Operating income Operating cost Containers 21,655,698 17,039,984 7,626,728 6,543,859 Trailers 9,286,027 8,215,605 8,883,894 7,895,716 Tank equipments 3,630,768 2,933,102 1,799,143 1,453,207 Marine engineering 229,950 415,742 1,764,176 1,516,829 Air ground facilities 131,266 91,754 19,528 14,021 Others 944,698 639,482 481,551 361,654 Total 35,878,407 29,335,669 20,575,020 17,785,286 174 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 43. OPERATING INCOME AND OPERATING COST (CONTINUED) (3) Operating income and operating cost (by regions) RMB'000 from 1 January to 30 June 2011 from 1 January to 30 June 2010 Regions Operating income Operating cost Operating income Operating cost P.R China 33,756,565 27,634,416 19,353,284 16,735,332 America 764,090 595,464 365,362 334,587 Europe 1,047,038 934,476 401,311 407,868 Asia 59,969 8,616 80,745 13,632 Others 250,745 162,697 374,318 293,867 Total 35,878,407 29,335,669 20,575,020 17,785,286 The regional operating income and operating cost is determined on the location at which the services were provided or the goods were delivered. (3) Operating income of top five customers in 2010 is as follows: Operating income Percentage of total Customer RMB'000 operating income(%) TAL International Container Corporation 2,066,776 5.76% Mediterranean Shipping Co.S.A. 1,959,834 5.46% Triton Container Internation Ltd. 1,856,854 5.18% Compagnie Maritime d’Affretement 1,474,222 4.11% SeaCube BLIU 1,361,706 3.80% Total 8,719,392 24.30% The Group’s operating income of top five customers in the period Jan to June 2010 totaled RMB4,790,493,000, accounting for 22.56% of total operating income. 175 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 44. BUSINESS TAXES AND SURCHARGES RMB'000 Item Taxation basis and rates from 1 January to 30 June 2011 from 1 January to 30 June 2010 Business tax 3%-5% of operating income 29,092 8,575 Urban maintenance and 5%-7% of VAT and business tax 24,090 3,040 construction tax paid Education fee and 3% of VAT and business tax paid 16,619 1,847 surcharges Appreciation amount in Land appreciation tax transferring property and 1,059 102 applicable tax rate Others 2,294 5,624 Total 73,154 19,188 45. SELLING AND DISTRIBUTION EXPENSES RMB'000 Category from 1 January to 30 June 2011 from 1 January to 30 June 2010 Transportation and 200,127 distribution charges 462,321 External sales commission 38,707 29,632 Employ Benefit 99,133 12,544 Warranty 59,117 (11,462) Others 309,313 327,508 Total 968,591 558,349 176 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 46. GENERAL AND ADMINISTRATIVE EXPENSES RMB'000 Category from 1 January to 30 June 2011 from 1 January to 30 June 2010 Low- value consumables and materials consumed 43,853 19,230 Rental 26,754 13,179 Depreciation 76,985 65,560 Employ Benefit 490,693 279,710 Taxes and surcharges 63,702 52,398 Agency fee 48,962 32,667 Technology development costs 44,054 54,140 Amortisation 85,459 91,019 Performance Bonus and president bonus 354,999 11,994 Office expenditure, entertainment fee and others 480,490 412,294 Total 1,715,951 1,032,191 47. FINANCIAL EXPENSES RMB'000 Item from 1 January to 30 June 2011 from 1 January to 30 June 2010 Interest expenses from loans and payables 423,058 229,684 Less:Borrowing costs capitalised 28,943 4,410 Interest income from deposits and receivables (111,002) (42,001) Net exchange (gains)/ losses 88,472 56,459 Other financial expenses 28,377 12,358 Total 399,962 252,090 177 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 48. GAINS / LOSSES FROM CHANGES IN FAIR VALUE RMB'000 Sources of gain/loss from changes in fair value from 1 January to 30 June 2011 from 1 January to 30 June 2010 Financial assets held for trading - Changes in fair value during the period 1.Gains from changes in fair value of held for trading (42,564) 35,117 investments 2.Gains / losses from changes in fair value of derivative (57,903) 43,474 financial instrument Subtotal (100,467) 78,591 - Income for derecognised financial assets held for (16,062) - trading Financial liabilities held for trading - Changes in fair value during the period 1.(Losses)/gains from changes in fair value of derivative 28,273 7,750 financial instrument Total (88,256) 86,341 178 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 49. INVESTMENT INCOME (1) The analysis of the Group’s investment income is as follows: RMB'000 from 1 January to 30 June 2011 from 1 January to 30 June 2010 investments in cost 10,000 - method Long-term equity investments in equity 28,739 22,582 method long-term equity 13,063 - investmentsgains of Investment available-for-sale 3,343 - financial(losses) on sale of held-for-trading 16,062 - financial assets Gains on sale of available-for-sale - 11,240 financial assets Others - (90,843) Total 71,207 (57,021) (2) Long-term investments in cost method with individual investment income over 5% of total investment income or less than 5% but ranked the top five investment income for the year are as follows: RMB'000 from 1 January to 30 June 2011 from 1 January to 30 June 2010 Reasons for variances Investee between two periods Cash dividend was BOCM Schroder Stolt 10,000 5,000 distributed during the Fund Management period Total 10,000 5,000 179 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 49. INVESTMENT INCOME (CONTINUED) (3) Long-term investments in equity method with individual investment income over 5% of total investment income or less than 5% but ranked the top five investment RMB'000 from 1 January to 30 June 2011 from 1 January to 30 June 2010 Reasons for variances Investee between two periods Changes in profit and 28,267 3,060 Shanghai Fengyang loss of the investee Changes in profit and 16,803 14,635 TJCIMCZL loss of the investee Changes in profit and 6,453 11,410 KYH loss of the investee Xiamen CIMC Haitou Changes in profit and 1,790 Container Service - loss of the investee Changes in profit and 881 518 TJCIMCZL loss of the investee 54,194 29,623 Total Note1: Only top five investees with largest profits before income tax are listed above. Note2: There was no significant restriction on the remittance of investment income to the investor. 50. IMPAIRMENT LOSSES RMB'000 Item from 1 January to 30 June 2011 from 1 January to 30 June 2010 Receivables 33,242 27,381 Inventories (5,264) 1,963 Intangible assets 45,731 - 73,709 29,344 Total 180 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 51. NON-OPERATING INCOME (1) The analysis of the Group’s non-operating income is as follows: RMB'000 Item from 1 January to 30 June 2011 from 1 January to 30 June 2010 Gains on disposal of fixed assets 704 423 Gains on disposal of intangible assets 610 - Compensation income 6,899 20,953 Penalty income 2,658 3,667 Gains on fixed assets surplus - 48 Government grants 83,625 35,492 Amounts no longer payable 3,624 252 Gains on recognition of negative - goodwill 110,313 Others 4,893 23,700 Total 103,013 194,848 (2) Government grants RMB'000 Item from 1 January to 30 June 2011 from 1 January to 30 June 2010 Financial grants 83,625 27,715 Tax refund - 7,777 Total 83,625 35,492 52. NON-OPERATING EXPENSES RMB'000 Item Note from 1 January to 30 June 2011 from 1 January to 30 June 2010 Losses on disposal of fixed assets 8,344 470 Losses on disposal of intangible assets 11 - Donation expenses 1,733 361 Penalty expenses 655 477 Compensation expenses 310 1,356 Others 4,223 2,837 Total 15,276 5,501 181 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 53. INCOME TAX RMB'000 from 1 January to 30 June 2011 from 1 January to 30 June 2010 Current tax expenses for the period 993,680 158,531 Deferred taxation 30,438 74,985 Total 1,024,118 233,516 (2) Reconciliation between income tax expenses and accounting profits is as follows: RMB'000 from 1 January to 30 June 2011 from 1 January to 30 June 2010 Profits before taxation 3,817,519 1,318,665 Expected income tax expenses at applicable tax rates 898,681 287,439 Effect of tax incentive (145,724) (46,302) Tax effect of non-deductible expenses 12,878 14,737 Tax effect of non-taxable income (35,508) (39,023) Tax effect of utilisation of tax losses not recognised in prior years (42,265) (10,231) Tax effect of unrecognised tax losses 159,064 41,136 Deductible temporary differences of unrecognised deferred tax assets 3,752 5,050 Effect of tax rate change on deferred tax (1,277) (11,942) Tax refund for income tax annual filing 151 (7,348) Income tax accruals for profit of foreign holding companies in current period174,366 - Income tax expenses 1,024,118 233,516 182 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 54. CALCULATION OF EARNINGS PER SHARE AND DILUTED EARNINGS PER SHARE (1) Basic earnings per share The calculation of basic earnings per share is based on the consolidated profit attributable to ordinary equity shareholders of the Company during the period and the weighted average ordinary shares in issue: RMB'000 from 1 January to 30 June 2011 from 1 January to 30 June 2010 Consolidated profit attributable to ordinary equity 2,807,629 912,556 shareholders of the Company Weighted average of ordinary shares in issue (’000) 2,662,396 2,662,396 Basic earnings per share 1.0545 0.3428 Calculation of weighted average number of ordinary from 1 January to 30 June 2011 from 1 January to 30 June 2010 shares Issued ordinary shares at 1 January (’000) 2,662,396 2,662,396 Weighted average number of ordinary shares at 30 June (’000) 2,662,396 2,662,396 (2) Diluted earnings per share The calculation of diluted earnings per share is based on the consolidated profit attributable to ordinary equity shareholders of the Company during the period and the adjusted weighted average of ordinary shares in issue: RMB'000 from 1 January to 30 June 2011 from 1 January to 30 June 2010 Consolidated profit attributable to ordinary equity 2,807,629 912,556 shareholders of the Company (diluted) Weighted average of ordinary shares in issue (diluted) (’ 2,662,396 2,662,396 000) Diluted earnings per share 1.0545 0.3428 Calculation of weighted average number of ordinary from 1 January to 30 June 2011 from 1 January to 30 June 2010 shares (diluted) Issued ordinary shares at 1 January (’000) 2,662,396 2,662,396 Weighted average number of ordinary shares at 30 June (diluted) (’000) 2,662,396 2,662,396 183 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 55. OTHER COMPREHENSIVE INCOME RMB'000 Item from 1 January to 30 June 2011 from 1 January to 30 June 2010 1.Gains/(losses) on available-for -sale financial assets (15,815) (233,278) Less: Effect of income tax arising from available-for-sale financial assets (662) (42,268) Amount recognised in other comprehensive income in prior period transferred to profit and loss in current period - 51,643 Subtotal (15,153) (242,653) 2.Gains/(losses) on cash flow hedges financial instrument 9,735 (19,017) Less:Effect of income tax arising from cash flow hedges financial instrument 2,542 (4,151) Amount recognised in other comprehensive income in prior period transferred to profit and loss in current period - Subtotal 7,193 (14,866) 3.Effect of foreign exchange rate changes 52,664 (249,290) 4.Others 4,489 - Total 49,193 (506,809) 56. NOTES TO CASH FLOW STATEMENT (1) Other cash received from operating activities from 1 January to 30 June 2011 Item RMB'000 Waste materials revenue 82,283 Deposits 85,876 Financial subsidies 26,684 labor union membership dues and prepaid meal card 12,559 Claims compensation,penalty 6,786 Others 12,974 Total 227,162 184 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 56. NOTES TO CASH FLOW STATEMENT (CONTINUED) (2) Other cash paid for operating activities from 1 January to 30 June 2011 Item RMB'000 Cash paid for guarantee deposits 904,065 Cash paid for land transfer 736,393 Cash paid for travelling,office expenses,rental and other expenses in ordinary operation 245,554 Cash paid for transportation expenses and container inspection 148,706 Cash paid for insurance,after sales,commission and other selling expenses 164,744 Cash paid for water ,electricity and other maintenances 203,931 Cash paid for technical development fee,consultation fee,audit fee,agency fee 125,859 Cash paid for entertainments 27,246 Cash paid for bank charges 39,122 Others 9,767 Total 2,605,387 185 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 56. INFORMATION TO CASH FLOW STATEMENT (1) Supplement to cash flow statement: 1 Reconciliation of net profit to cash flow from operating activities: RMB'000 Supplement from 1 January to 30 June 2011 from 1 January to 30 June 2010 Net profit 2,793,401 1,085,149 Add:Impairment for assets 73,709 29,344 Depreciation of fixed assets 377,755 381,571 Amortisation of intangible assets 118,322 83,812 Amortisation of investment property and long-term 11,367 7,252 deferred expenses Losses / (gains) on disposal of fixed assets, intangible 7,041 47 assets and other long-term assets Losses/(Gains) on changes in fair value 88,256 (86,341) Financial expense 394,115 183,273 Losses/(Gains) arising from investments (71,207) 57,021 Share-based payment expenses 58,006 Change in deferred tax assets and liabilities 30,438 74,985 Decrease/(increase) in gross inventories (2,062,311) 3,678,690 Decrease /(increase)in operating receivables (7,699,962) (9,875,209) Increase/(decrease) in operating payables 1,720,494 1,602,877 Effect of foreign exchange rate changes (868) (209) Net cash inflow / (outflow) from operating activities (4,161,444) (2,777,738) 186 V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 56. INFORMATION TO CASH FLOW STATEMENT (CONTINUED) (1) Supplement to cash flow statement (continued): 2 Cash and cash equivalents held by the Group is as follows: RMB'000 Item from 1 January to 30 June 2011 from 1 January to 30 June 2010 Closing balance of cash and cash equivalents 5,104,385 4,022,945 Less:Opening balance of cash and cash equivalents 3,797,415 4,396,525 Net increase/(decrease) of cash and cash equivalents 1,306,970 (373,580) (2) Cash and cash equivalents held by the Group is as follows RMB'000 Item from 1 January to 30 June 2011 from 1 January to 30 June 2010 1.Cash at bank and on hand Including: Cash 30,273 2,844 Bank deposits available on demand 4,828,305 3,955,777 Other monetary fund available on demand 245,807 64,324 2. Closing balance of cash and cash equivalents 5,104,385 4,022,945 Note: Aforesaid “Cash at bank and on hand” excluded restricted cash and short-term investment. 187 VI. RELATED PARTY RELATIONSHIPS AND TRANSACTIONS 1. The company does not have immediate holding company. 2. For the information on the subsidiaries of the company, refer to Note IV.1. 3. For the information about the associates and joint ventures of the Group, refer to Note V.12(3). 4. OTHER RELATED PARTIES RELATIONSHIPS Organisation name Relationship with the Group Organisation code Florens Container Services Ltd. Subsidiary of significant shareholder N/A Florens Container Corporation S.A. Subsidiary of significant shareholder N/A Shenzhen China Merchants Real Estated Co., Ltd Subsidiary of significant shareholder 61884513-6 Gasfin Minority shareholder of subsidiary N/A Wuhu Ruijiang Automobile Co., Ltd Minority shareholder of subsidiary 78858986-8 PGM Minority shareholder of subsidiary N/A COSCO Countainer Significant shareholder N/A China Merdant International Ltd. Significant shareholder N/A Bright Touch Minority shareholder of subsidiary N/A Leung Kee Minority shareholder of subsidiary N/A Yantai Shipyard Minority shareholder of subsidiary N/A C & C Trucks Associates of the Group 68685184-5 Note : Significant shareholders represent shareholders holding more than 5% (inclusive) of the Company’s shares. 188 VI. RELATED PARTY RELATIONSHIPS AND TRANSACTIONS (CONTINUED) 5. TRANSACTIONS WITH RELATED PARTIES The follow transactions with related parties were conducted under normal commercial terms or relevant agreements. (1) Purchase of goods and receiving of services The Group RMB'000 from 1 January to 30 June 2011 from 1 January to 30 June 2010 Nature of Transaction Percentage on Percentage on Related party transaction details Pricing Mechanism Amount similar deals(%) Amount similar deals(%) conducted under Purchase of raw normal non-related Other related party Purchase material party transaction - - 5,983 0.03% Key management staff Remuneration commercial terms 25,011 - 18,253 - The Company RMB'000 from 1 January to 30 June 2011 from 1 January to 30 June 2010 Nature of Transaction Percentage on Percentage on Related party Transaction details Pricing Mechanism Amount similar deals(%) Amount similar deals(%) Key management staff Remuneration 25,011 - 18,253 - 189 VI. RELATED PARTY RELATIONSHIPS AND TRANSACTIONS (CONTINUED) 5. TRANSACTIONS WITH RELATED PARTIES (CONTINUED) (2) Sales of goods and provision of services The Group RMB'000 from 1 January to 30 June 2011 from 1 January to 30 June 2010 Nature of Transaction Percentage on Percentage on Related party Transaction details Pricing Mechanism Amount similar deals(%) Amount similar deals(%) conducted under Other related party Sales Sales of containersnormal non-related 1,455,776 6.72% 245,730 3.11% party transaction commercial terms (3) Funding The Group RMB'000 Related party Funding Initial date Maturity date Note Borrowings Shareholder Gasfin 22,143 19-Sep-08 Not yet agreed Shareholder Bright Touch 59,160 5-Jul-10 Not yet agreed Shareholder Leung Kee 103,053 5-Jul-10 Not yet agreed Shareholder Yantai Shipyard 45,670 5-Jul-10 Not yet agreed loans Lending Shareholder Shanghai Fengyang 163,304 25-Dec-07 Not yet agreed loans XYW 4,054 20-Jun-06 Not yet agreed loans Advance payment for capital injection PGM 140,449 14-Aug-09 Not yet agreed to subsidiary The Company RMB'000 Related party Funding Initial date Maturity date Note Lending Shareholder Shanghai Fengyang 163,304 25-Dec-07 Not yet agreed loans 190 VI. RELATED PARTY RELATIONSHIPS AND TRANSACTIONS (CONTINUED) 5. TRANSACTIONS WITH RELATED PARTIES (CONTINUED) (4) Other related party transactions (i) Sale of a subsidiary In 2007, CIMC Shenfa Development Co., Ltd. (“CIMCSD”), a subsidiary of the Group and Shenzhen China Merchants Real Estate Co., Ltd., entered into a share transfer agreement, in which CIMCSD will transfer 60% of the equity of Shanghai Fengyang to Shenzhen China Merchants Real Estate Co., Ltd for a price of RMB 353,250,000. As at 30 June 2011, RMB 70,650,000 of the total price had not been paid. (ii) The Company adopted a new share options scheme since 28 September 2010 (see note VII). Details of share options granted to key management personnel are as follows: Name Position Number of granted share options (in’000) Mai Boliang President, Chairman 3,800 Zhao Qingsheng Vice Chairman 1,500 Li Ruiting Vice Chairman 1,300 Wu Fapei Vice Chairman 1,000 Li Yinhui Vice Chairman 1,000 Yu Ya Vice Chairman 1,000 Liu Xuebin Vice Chairman 1,500 General Manager of Finance Jin Jianliong 1,000 Department General Manager of Treasury Zeng Beihua 1,000 Department Yu Yuqun Secretary of the Board 1,000 Total 14,100 191 VI. RELATED PARTY RELATIONSHIPS AND TRANSACTIONS (CONTINUED) 6. THE BALANCES WITH RELATED PARTIES AS AT 31 DECEMBER ARE SET OUT AS FOLLOWS: Receivables: RMB’000 Caption Note 2011.06.30 2010.12.31 Accounts receivable V.4 393,899 89,035 Other receivables V.5 400,832 557,348 Payables: RMB’000 Caption Note 2011.06.30 2010.12.31 Accounts payable - 1,263 Other payables V.31 230,026 232,453 192 VII. SHARE-BASED PAYMENTS 1. INFORMTION ABOUT SHARE-BASED PAYMENTS Item RMB’000 Total equity instruments granted during the period - Total equity instruments exercised during the period - Total equity instruments forfeited during the period - 1. Share options granted by Enric in 2009: HKD4 per share, the residual life of contract is 8.33 years; 2. Share options granted by Raffles in 2007 and 2008: from The exercise price of outstanding share options at the end of the period USD 1.64 to USD 4.39 per share, the residual life of and residual life of the share options contracts contract is 6.22 years. 3. Share options granted by the Company in 2010: RMB12.04 per share, the residual life of contract is 9.24 years The price of other outstanding equity instruments at the end of the period and residual life of relevant contracts Nil 193 VII. SHARE-BASED PAYMENTS (CONTINUED) 1. INFORMTION ABOUT SHARE-BASED PAYMENTS (CONTINUED) Expenses recognised for the period arising from share-based payments are as follows: RMB’000 from 1 January to 30 June 2011 from 1 January to 30 June 2010 Equity-settled share-based payment 58,006 23,216 2. INFORMATION ON EQUITY-SETTLED SHARE-BASED PAYMENT Enric, a subsidiary of the Company, carried out a share options plan (the “Plan”), which was approved by the shareholders’ meeting on 12 July 2006. According to the Plan, the key management personnel and other employees the company were granted share options of the company at nil consideration to subscribe for shares of the company. The options are 50% exercisable after one year from the date of grant and are then 100% exercisable after two years from the date of grant. Each option gives the holder the right to subscribe for one ordinary share in the company. A share options scheme (the “Scheme”) was approved in the shareholders’ meeting of the Company held on 28 September 2010. According to the Scheme, the board of directors of the Company was authorised to grant share potions to the key management personnel and other employees to subscribe for shares of the Company. The effective period of the Scheme is ten years from the first grant date of share options. The options are exercisable in two periods. The options are 25% exercisable from the first transaction date after 24 months since grant date to the last transaction date after 48 months since grant date. The remaining 75% are exercisable from the first transaction date after 48 months since grant date to the last transaction date of the Scheme. Each option gives the holder the right to subscribe for one ordinary share in the Company. Pursuant to the shareholders’ approval at the shareholders’ Meeting on 13 April 2011, a cash dividend of RMB 0.35 per share totaling RMB 929,568,270.6, was declared and paid to the Company’s ordinary shareholders on 31 May 2011.Accordingly, the Board of Directors adjusted the original exercise price under the authorization of the Shareholders’ General Meeting and in line with Stock Option Incentive Plan of the Company based on the formula:P=P0-V(P0:exercise price before adjustment; V: cash dividend per share; P: exercise price before adjustment).After the adjustment, exercise price of the share options =12.39-0.35=12.04 。 Please refer to 《 Announcement on adjusting exercise price of share options 》 disclosed in http://www.cninfo.com.cn on 2 August 2011 for more details. Before Raffles was acquired by the Company, Raffles carried out a share option plan approved by the shareholders’ meeting on 21 June 2006. According to the share options plan, the board of directors was authorised to grant share options to the key management personnel and other employees to subscribe for shares of Raffles. Each eligible participant purchased the share options at the cost of SGD 1. The numbers of options were 6,355,003 and 1,154,003 granted in 2007 and 2008 by the board of directors, with the exercise prices of from USD 1.64 to USD1.65, from NOK 10.50 to NOK 26.00, and from USD 1.6425 to USD 1.65. The longest effective period of the share options plan was ten years from the first grant date of share options. 194 VII. SHARE-BASED PAYMENTS (CONTINUED) 2. INFORMATION ON EQUITY-SETTLED SHARE-BASED PAYMENT (CONTINUED) RMB’000 Accumulated amount in capital reserve for equity-settled share-based payments 135,488 Total expenses recognised for equity-settled share-based payments 58,006 Including: - attributable to the Company 50,639 - attributable to Enric 6,671 - attributable to Raffles 696 195 VIII. CONTINGENCIES 1. CONTINGENT LIABILITIES Raffles, the subsidiary of the Company, and its subsidiaries (hereafter collectively referred as “CIMC Raffles”) entered into ship construction contracts with the customer. Both parties carried out the negotiations regarding to the significant increase in construction cost due to the change of the initial design. CIMC Raffles requested the customer to compensate it for the additional costs and losses due to the change of the contract and agree the postponement of delivery of ships. Based on management assessment on the negotiation result, CIMC Raffles made no provision on the potential losses and the compensation for delivery postponement. the maximum amount for the potential losses and compensation for delivery postponement that CIMC Raffles may need to bear is USD 41,400,000 (RMB 272,814,000), depending on the final negotiation result. 2. GUARANTEES PROVIDED FOR OTHER ENTITIES During the period, HI signed contracts with China Construction Bank, Bank of China, China Merchants Bank and China Everbright Bank, to provide guarantees in respect of banking facilities granted to customers who drew down loans under banking facilities to settle outstanding payables arising from purchase of trailers from the Group. As at 30 June 2011, the Group has the above outstanding guarantees totaling RMB 904,546,000. 3. Bills issued but not recorded on books, outstanding letter of credit and performance guarantee The Group does not recognise bills payable or letter of credit issued as deposits. Corresponding inventories, prepayment and bills receivable are recognised at the earlier of delivery of the goods by the suppliers and the maturity of the bill issued. As at 30 June 2011, the Group had bills issued to suppliers but not recorded on books and outstanding letter of credit totaling RMB 248,890,000。 As at 30 June 2011, Raffles had outstanding balance of performance guarantees issued by bank totaling to USD 100,850,000, equivalent to RMB 652,751,000. 196 IX. COMMITMENTS 1. SIGNIFICANT COMMITMENTS (1) Capital commitments RMB'000 Item 2011.06.30 2010.12.31 Construction contracts entered into but not exercised or not fully exercised 1,748,459 1,783,657 Total 1,748,459 1,783,657 (2) Operating lease commitments As at 30 June, the total future minimum lease payments under non-cancellable operating leases of properties, fixed assets and so on were payable as follows: RMB'000 2011.06.30 2010.12.31 Within 1 year (inclusive) 64,082 47,578 After 1 year but within 2 years (inclusive) 46,970 46,365 After 2 years but within 3 years (inclusive) 31,037 22,437 After 3 years 91,686 104,998 Total 233,775 221,378 X. NON-ADJUSTING POST BALANCE SHEET EVENTS There are no significant non-adjusting post balance sheet events during the reporting period. 197 XI. OTHER SIGNIFICANT MATTERS 1. FINANCE LEASE (1) The total future minimum lease receivables as finance lease leasor is as follows: RMB’000 Residual contractual life Minimum lease receivables Within 1 year (inclusive) 1,836,239 After 1 year but within 2 years (inclusive) 888,307 After 2 years but within 3 years (inclusive) 644,149 After 3 years 2,693,282 Total 6,061,977 (2) The total future minimum lease payables as finance lease leasee is as follows: RMB’000 Residual contractual life Minimum lease payables Within 1 year (inclusive) 110,424 After 1 year but within 2 years (inclusive) 71,879 After 2 years but within 3 years (inclusive) 31,619 Total 213,922 198 XI. OTHER SIGNIFICANT MATTERS (CONTINUED) 2. SEGMENT REPORTING In accordance with the Group’s internal organisation structure, management requirement and internal reporting process, eight reportable segments are identified by the Group including containers, trailers, energy chemistry and food equipment, marine projects, airport facilities, logistic equipments and services, railway trucks manufactory and property development. Each reportable segment is an independent business segment providing different products and services. Independent management is applied to individual business segment as different technical and market strategy are adopted. The Group reviews the financial information of individual segment regularly to determine resources allocation and performance assessment. (1) Segment revenue, expenses, assets and liabilities In order to assess the segment performance and resources allocation, the Group’s management review segment revenue, expenses, assets and liabilities of each segment regularly. The preparations basis of such information are detailed as follows: Segment assets include tangible assets, intangible assets, other long-term assets and accounts receivable, etc, but exclude deferred tax assets and other un-allocated headquarter assets. Segment liabilites include payables, bank loans, provision, special payables and other liabilities, while deferred tax liabilities are excluede. Segment profit represents revenue (including external operating income and inter-segment operating income), offsetting segment expenses, depreciation and amortisation, impairment losses, interest expenses and income attributable to individual segment. Transactions conducted among segments are under normal non-related party transaction commercial terms. The Group dose not allocate non-operating income/expenses and income tax expenses to individual segment. 199 XI. OTHER SIGNIFICANT MATTERS (CONTINUED) 2. SEGMENT REPORT (CONTINUED) (1) Segment revenue, expenses, assets and liabilities (continued) Information to be disclosed on each of the Group’s reportable segment (including management’s periodically reviewed information and disclosure required by accounting standard) that the Group uses in measuring segments’ profit/ (losses), assets and liabilities is set out as follows: RM B'000 Energy chemistry Elimination And food Offshore Airport between Unallocated Item Containers Trailers equipment business facilities others segments items Total from 1 January to 30 June 2011 External transaction* 21,903,545 9,557,672 3,638,502 230,120 141,072 1,007,187 - - 36,478,098 Inter segment transaction* 23,328 134,423 93,389 - - 547,116 (798,256) - - Investment income / (losses) 20,587 (23,131) - - - 24,710 - 6,573 28,739 in joint ventures and 241 11,392 311 45,731 527 15,507 - - 73,709 Impairment lossand the period Depreciation for amortisation expenses 146,989 149,003 126,365 66,113 1,794 17,181 - - 507,445 Interest income 13,095 5,165 9,357 3,284 85 57,387 - 22,629 111,002 Interest expenses 19,753 51,976 20,663 95,789 9 26,933 - 178,992 394,115 Segment operating profit / (losses) 3,643,847 440,521 301,589 (581,100) (15,497) 529,101 - (500,942) 3,817,519 Income tax expenses 727,365 96,017 54,132 1,544 (3,341) 207,763 - (59,362) 1,024,118 Net profit / (losses) 2,916,482 344,504 247,457 (582,644) (12,156) 321,338 - (441,580) 2,793,401 Segment total assets 18,963,011 11,272,839 8,500,218 13,660,563 495,095 4,319,996 - 8,952,199 66,163,921 Segment total liabilities 8,080,833 5,311,366 3,650,183 11,237,046 265,417 2,743,654 - 13,721,252 45,009,751 Supplementary information: - Segment expenditures other than depreciation and 6,671 696 37,576 44,943 amortization - Long-term equity investment of joint ventures and 580,800 511,773 - 31,749 - 134,334 - 301,754 1,560,410 associates - Segment expenditures raising from additions of non-current 555,920 1,133,087 403,524 106,518 1,120 104,928 - 3,142 2,308,239 assets 200 XI. OTHER SIGNIFICANT MATTERS (CONTINUED) 2. SEGMENT REPORT (CONTINUED) (1) Segment revenue, expenses, assets and liabilities (continued) Information to be disclosed on each of the Group’s reportable segment (including management’s periodically reviewed information and disclosure required by accounting standard) that the Group uses in measuring segments’ profit/ (losses), assets and liabilities is set out as follow (continued): RMB'000 Energy chemistry Elimination And food Offshore Airport between Unallocated Item Containers Trailers equipment business facilities others segments items Total from 1 January to 30 June 2010 External transaction* 7,939,571 9,134,076 1,879,145 1,764,176 24,920 496,001 - - 21,237,889 Inter segment transaction* 5,092 - 59,123 - - 97,472 -161,687 - - Segment income subtotal 7,944,663 9,134,076 1,938,268 1,764,176 24,920 593,473 -161,687 - 21,237,889 Segment operating expenses(income)* 7,355,232 8,659,805 1,919,687 1,680,118 58,094 482,928 -123,086 75,312 20,108,090 Segment operating(losses)/profit* 589,431 474,271 18,581 84,057 -33,174 110,545 -38,600 -75,312 1,129,799 Supplementary information - Interest income* 89,135 39,616 2,352 1,861 130 3,981 -211,617 116,543 42,001 - Interest expenses* 133,563 103,688 11,553 96,279 48 15,350 -211,616 76,410 225,275 - Depreciationa and amortisation expenses* 245,206 87,786 52,492 62,027 2,181 11,853 - 5,596 467,141 - Impairment loss for the period* -4,437 28,219 2,120 - -300 3,742 - - 29,344 - Segment total assets* 12,019,921 11,907,558 4,836,809 10,263,070 474,957 12,399,899 -314,494 2,992,212 54,579,932 - Segment expenditures raising from additions of non-current assets* 56,745 369,583 92,177 289,077 65,579 32,507 - 4,560 910,228 -Segment total liabilities 3,755,160 7,166,067 384,321 6,885,981 233,458 8,861,424 -314,495 9,959,941 36,931,857 201 XI. OTHER SIGNIFICANT MATTERS (CONTINUED) 2. SEGMENT REPORT (CONTINUED) (2) Geographic information The following table sets out information about the geographical information of the Group’s revenue from external customers and the Group’s non-current assets (excluding financial assets and deferred tax assets, same for the below). The geographical locations of customers are based on the location at which the services were provided or the goods were delivered. The geographical locations of the specified non-current assets are based on the physical location of the assets (for fixed assets), or the location of the business to which they are allocated (for intangible assets and goodwill), or the location of operations of the associates and joint ventures. Geographic information RMB'000 Item Revenue from external customers Non-current assets from 1 January to from 1 January to 30 2011.06.30 2010.12.31 30 June 2011 June 2010 P.R.China 11,117,327 9,261,846 16,593,076 16,177,074 Asia (exclusive of China) 3,754,424 1,539,473 408,257 42,840 America 10,134,478 5,238,277 142,646 295,449 Europe 10,677,870 4,059,940 1,155,329 1,180,426 Others 793,999 1,138,353 580,906 49,166 Total 36,478,098 21,237,889 18,880,214 17,744,955 第 202 页 XI. OTHER SIGNIFICANT MATTERS (CONTINUED) 3. RISK ANALYSIS, SENSITIVITY ANALYSIS, AND FAIR VALUES OF FINANCIAL INSTRUMENTS The Group has exposure to the following risks from its use of financial instruments: Credit risk Liquidity risk Interest rate risk Foreign currency risk This note presents information about the Group’s exposure to each of the above risks and their sources, the Group’s objectives, policies and processes for measuring and managing risks, etc. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The internal audit department of the Group undertakes both regular and ad-hoc reviews of risk management controls and procedures. (1) Credit risk The Group’s credit risk is primarily attributable to receivables, debt investments and derivative financial instruments entered into for hedging purposes. Exposure to these credit risks are monitored by management on an ongoing basis. In respect of receivables, the risk management committee of the Group has established a credit policy under which individual credit evaluations are performed on all customers requiring credit over a certain amount. These evaluations focus on the external ratings of the customers and their bank credit records where available and previous payment records (if available). Receivables are due within from 30 to 90 days from the date of billing. Normally, the Group does not obtain collateral from customers, but earnest or prepayment money is requested sometimes due to the customer’s situation. Most of the Group’s and the Company’s customers have been transacting with the Group or the Company for a long time, and losses have occurred infrequently. In monitoring customer credit risk, customers are grouped according to some factors, such as ageing and maturity date. This Group has made the provision for the significant overdue receivables at 30 June 2011. Guideline from the Group basis to the assets of associates and jointly controlled, profit forecast of development project provide fund to associates and jointly controlled entity and continue to monitor the project progress and its operating to ensure the recoverability of the fund. 第 203 页 XI. OTHER SIGNIFICANT MATTERS (CONTINUED) 3. RISK ANALYSIS, SENSITIVITY ANALYSIS, AND FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED) (1) Credit risk (continued) The Group’s exposure to credit risk is influenced mainly by the individual characteristics and industries of each customer rather than country or area in which the customers operate and therefore significant concentrations of credit risk arise primarily when the Group has significant exposure to individual customers. At the balance sheet date, the Group and the Company had a certain concentration of credit risk, as 22.02% (2010: 24.14%) of the total accounts receivable were due from the five largest customers of the Group. Investments are normally made only in liquid securities quoted on a recognised stock exchange, except where entered into for long-term strategic purposes. Transactions involving derivative financial instruments are made with counterparties of sound credit standing and with whom the Group has a signed netting ISDA agreement (International Swap Derivative Association). Given their high credit standing, management does not expect any investment counterparty to fail to meet its obligations. The maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial instruments, in the balance sheet. Except for the financial guarantees given by the Group as set out in Note VIII, the Group and the Company do not provide any other guarantees which would expose the Group or the Company to credit risk. The maximum exposure to credit risk in respect of these financial guarantees at the balance sheet date is disclosed in Note VIII. (2) Liquidity risk The Company is responsible for the cash management, including short term investment of cash surpluses and the raising of loans to cover expected cash demands, for individual subsidiaries subject to approval by the Company’s board when the borrowings exceed certain predetermined levels of authority. The Group’s policy is to regularly monitor its liquidity requirements and its compliance with lending covenants, to ensure that it maintains sufficient reserves of cash, readily realisable marketable securities and adequate committed lines of funding from major financial institutions to meet its liquidity requirements in the short and longer term. 第 204 页 XI. OTHER SIGNIFICANT MATTERS (CONTINUED) 3. RISK ANALYSIS, SENSITIVITY ANALYSIS, AND FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED) (2) Liquidity risk (continued) The following tables show the remaining contractual maturities at the balance sheet date of the Group’s financial assets and financial liabilities, which are based on contractual undiscounted cash flows (including interest payments computed using contractual rates or if floating, based on prevailing interest rates at 30 June) and the earliest date the Group can be required to pay: RMB'000 from 1 January to 30 June 2011 Contractual undiscounted cash flow More than 1 year More than 2 Within 1 year or but less than 2 years but less More than 5 Balance sheet Item on demand years than 5 years years Total carrying amount Financial assets Cash at bank and on hand 6,860,768 6,860,768 6,860,768 Accounts receivable and other receivables 15,062,860 15,062,860 15,062,860 Long-term receivables 1,908,196 1,189,159 1,883,229 1,611,963 6,592,547 5,059,397 Subtotal 23,831,824 1,189,159 1,883,229 1,611,963 28,516,175 26,983,025 Financial liabilities Short-term loans (11,534,193) (11,534,193) (11,534,193) Accounts payable and other payables (12,679,127) (12,679,127) (12,679,127) Long-term loans (2,396,034) (2,270,912) (3,209,428) (7,876,374) (7,501,309) Bond payables (209,200) (209,200) (4,627,600) (5,046,000) (3,987,276) Long-term payables (110,424) (71,879) (31,619) - (213,922) (199,260) Subtotal (26,928,978) (2,551,991) (7,868,647) - (37,349,616) (35,901,165) Net total (3,097,154) (1,362,832) (5,985,418) 1,611,963 (8,833,441) (8,918,140) 第 205 页 XI. OTHER SIGNIFICANT MATTERS (CONTINUED) 3. RISK ANALYSIS, SENSITIVITY ANALYSIS, AND FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED) (2) Liquidity risk (continued) The following tables show the remaining contractual maturities at the balance sheet date of the Group’s financial assets and financial liabilities, which are based on contractual undiscounted cash flows (including interest payments computed using contractual rates or if floating, based on prevailing interest rates at 30 June) and the earliest date the Group can be required to pay (continued): RMB’000 2010 Contractual undiscounted cash flow Balance sheet More than 2 Item carrying More than 1 years but amount Within 1 year year but less less than 5 More than 5 or on demand than 2 years years years Total Financial assets Cash at bank and on hand 4,655,696 - - - 4,655,696 4,655,696 Accounts receivable and other receivables 10,366,108 - - - 10,366,108 10,366,108 Long-term receivables 1,319,429 765,552 583,136 91,122 2,759,239 2,521,759 Subtotal 16,341,233 765,552 583,136 91,122 17,781,043 17,543,563 Financial liabilities Short-term loans (8,309,309) - - - (8,309,309) (8,309,309) Accounts payable and other payables (11,505,867) - - - (11,505,867) (11,505,867) Long-term loans (2,852,174) (419,619) (1,678,482) (2,098,101) (7,048,376) (6,659,085) Long-term payables (107,499) (71,161) (53,746) - (232,406) (216,442) Subtotal (22,774,849) (490,780) (1,732,228) (2,098,101) (27,095,958) (26,690,703) Net total (6,433,616) 274,772 (1,149,092) (2,006,979) (9,314,915) (9,147,140) 第 206 页 XI. OTHER SIGNIFICANT MATTERS (CONTINUED) 3. RISK ANALYSIS, SENSITIVITY ANALYSIS, AND FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED) (3) Interest rate risk Interest-bearing financial instruments at variable rates and at fixed rates expose the Group to cash flow interest rate risk and fair value interest risk, respectively. The Group adopts an interest rate policy of ensuring that interest rate risk is reasonable. The Group has entered into interest rate swaps denominated in the currency of the loan, to achieve an appropriate mix of fixed and floating rate exposure consistent with the Group’s policy. 第 207 页 XI. OTHER SIGNIFICANT MATTERS (CONTINUED) 3. RISK ANALYSIS, SENSITIVITY ANALYSIS, AND FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED) (3) Interest rate risk (continued) (a) As at 30 June, the Group held the following interest-bearing financial instruments: RMB'000 from 1 January to 30 June 2011 from 1 January to 30 June 2010 Item Annual interest rate Amount Annual interest rate Amount Fixed rates interest-bearing financial instruments Financial assets - Long-term receivables 6.50% - 9.50% 3,646,949 6.63% - 24.17% 1,336,257 -Long-term receivables due within one year 6.50% - 9.50% 1,412,448 6.63% - 24.17% 1,185,502 Financial liabilities -Short-term loans 5.23% - 6.31% (11,534,193) 2.34% - 4.30% (8,309,309) -Bond payables 5.23% (3,987,276) - -Long-term payables 5.40% - 6.10% (98,417) 4.97% - 5.80% (118,858) -Long-term payables due within one year 5.40% - 6.10% (100,843) 4.97% - 5.80% (97,584) Total (10,661,332) (6,003,992) RMB'000 from 1 January to 30 June 2011 from 1 January to 30 June 2010 Item Annual interest rate Amount Annual interest rate Amount Variable rates interest- bearing financial instruments Financial assets -Cash and cash equivalents 0.50%-4.40% 6,860,768 0.40%-3.90% 4,655,696 Financial liabilities -Long-term loans due within Refer to Note V.33 Refer to Note V.33 one year (2,281,937) (2,746,937) - Long-term loans Refer to Note V.34 (5,219,372) Refer to Note V.34 (3,912,148) Total (640,541) (2,003,389) 第 208 页 XI. OTHER SIGNIFICANT MATTERS (CONTINUED) 3. RISK ANALYSIS, SENSITIVITY ANALYSIS, AND FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED) (3) Interest rate risk (continued) (b) Sensitivity analysis As at 30 June 2011, it is estimated that a general increase / decrease of 75 basis points in interest rates, with all other variables held constant, would increase/decrease the Group’s net profit and equity by RMB3,603,000 (2010: RMB 11,269,000). The sensitivity analysis above indicates the instantaneous change in the net profit and equity that would arise assuming that the change in interest rate had occurred at the balance sheet date and had been applied to re-measure those financial instruments held by the Group which expose the Group to fair value interest rate risk at the balance sheet date. In respect of the exposure to cash flow interest rate risk arising from floating rate non-derivative instruments held by the Group at the balance sheet date, the impact on the net profit and equity is estimated as an annualised impact on interest expense or income of such a change in interest rates. The analysis was performed on the same basis for 2010. 第 209 页 XI. OTHER SIGNIFICANT MATTERS (CONTINUED) 3. RISK ANALYSIS, SENSITIVITY ANALYSIS, AND FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED) (4) Foreign currency risk The major currency received by the Group is USD and the major currency paid out is RMB. In order to avoid the risks resulting from the fluctuation of the exchange rate of RMB, in respect of accounts receivables and payables denominated in foreign currencies, the Group ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances. (a) Besides the exposure to currency risk arising from financial assets and financial liabilities disclosed in Note V.2 and V.23, the Group’s exposure as at 30 June to currency risk arising from recognised assets or liabilities denominated in foreign currencies is follows. For presentation purposes, the amounts of the exposure are shown in RMB, translated using the spot rate at the balance sheet date. Differences resulting from the translation of the financial statements denominated in foreign currency are excluded. RMB'000 from 1 January to 30 June 2011 from 1 January to 30 June 2010 Item USD EUR HKD JPY USD EUR HKD JPY Cash at bank and on hand 1,439,163 226,236 258,174 138,065 1,521,592 396,971 128,125 34,616 Accounts receivable 7,484,985 219,236 34,685 209,217 5,327,812 401,886 17,054 4,323 Short-term loans -2,527,245 -137,921 -2,184,351 -989 -3,035,638 -287,944 -423,878 -10,021 Long-term loans -2,016,874 -87,405 -3,608 - -2,438,189 -35,189 - - Accounts payable -2,997,859 -111,199 -19,755 -5,470 -2,924,606 -156,227 -169,893 -3,551 Provisions -151,776 -14,358 -13 - -294,478 -25,644 -23,472 - Non-current liabilities due within one year -1,831,540 -74,906 - -658,970 -70,385 -17,581 - Gross balance sheet exposure -601,146 19,683 -1,914,868 340,823 -2,502,477 223,468 -489,645 25,367 (b) Significant exchange rates applied by the Group are as follows at reporting date: Average exchange rate Benchmark exchange rate from 1 from 1 January to January to 30-Jun-11 31-Dec-10 USD 6.5242 6.7465 6.4716 6.5897 EUR 9.2896 8.8378 9.3612 8.7979 HKD 0.8384 0.8682 0.8316 0.8477 JPY 7.9900 7.7705 8.0243 8.0984 第 210 页 XI. OTHER SIGNIFICANT MATTERS (CONTINUED) 3. RISK ANALYSIS, SENSITIVITY ANALYSIS, AND FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED) (4) Foreign currency risk (continued) (c) Sensitivity analysis Assuming all other risk variables remained constant, 4%, 3%, 4% and 10% strengthening of the RMB against the USD, EUR, HK dollar and Japanese Yen respectively at 30 June 2011 (4%, 3%, 4% and 10% strengthening of the RMB against the USD, EUR, HK dollar, and Japanese Yen respectively at 31 December 2010) would have increased (decreased) equity and net profit by the amount shown below; whose effect is in RMB and translated using the spot rate at the balance sheet date: RMB'000 Item Equity Net profit 30-Jun-11 USD 18034 18034 EUR (443) (443) HKD 57,446 57,446 JPY (25,562) (25,562) Total 49,475 49,475 RMB'000 Item Equity Net profit 31-Dec-10 USD 75074 75074 EUR (5,028) (5,028) HKD 14,689 14,689 JPY (1,903) (1,903) Total 82,832 82,832 4%, 3%, 4% and 10% weakening of the RMB against USD, EUR, HK dollar and Japanese Yen respectively at 30 June 2011 (1%, 3%, 1% and 1% weakening of the RMB against the USD, EUR, HK dollar, and Japanese Yen respectively at 31 December 2010) would have had the equal but opposite effect on the amounts shown above, on the basis that all other variables remain constant. 第 211 页 XI. OTHER SIGNIFICANT MATTERS (CONTINUED) 3. RISK ANALYSIS, SENSITIVITY ANALYSIS, AND FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED) (4) Foreign currency risk (continued) (c) Sensitivity analysis (continued) The sensitivity analysis above assumes that the change in foreign exchange rates had been applied to re-measure those financial instruments held by the Group which expose the Group to foreign currency risk at the balance sheet date, the analysis excludes differences that would result from the translation of the financial statements denominated in foreign currency. The analysis is performed on the same basis for 2010. The above sensitive analysis does not include exposure to currency risk arising from foreign future contracts, Japanese Yen exchange option and swap contact for interest rate disclosed in Note V.2 and V.23 about financial assets and financial liabilities, but the change in exchange rate may have effect on shareholders’ equity and net profit. (5) Other price risks Other price risks are stock price risk. As at 30 June 2011, the Group held 32,291,152 tradable shares of China Merchants Securities and 11,526,000 tradable shares of China Merchants Bank. As at 30 June 2011, it is estimated that a general increase/decrease of composite index of Shanghai A-share by 10% (2010: 14.31%),, with all other variables held constant, would increase/decrease the Group’s shareholders’ equity by RMB 55,769,000 (2010:RMB81,381,000). The sensitivity analysis above arise assuming that the change in composite index of Shanghai A-share occurred at the balance sheet date is reasonable and had been applied to re-measure those investments in securities held by the Group. The sensitivity analysis is also based on another assumption, namely, the fair value of the investments in securities held by the Group is relevant to composite index of stock market, and available-for-sales securities investment has same risk factor as trading securities investment, and all other variables held constant. 14.31% change in composite index of Shanghai A-share is a reasonable expectation of the Group for the period from the balance date to the next balance sheet date. The analysis was performed on the same basis for 2010. 第 212 页 XI. OTHER SIGNIFICANT MATTERS (CONTINUED) 3. RISK ANALYSIS, SENSITIVITY ANALYSIS, AND FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED) (6) Fair values (a) Financial instruments carried at fair value The following table presents the carrying value of financial instruments measured at fair value as at 30 June 2011 across the three levels of the fair value hierarchy. The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. The levels are defined as follows: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: inputs other than quoted prices that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices); Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). RMB'000 Assets Note Level 1 Level 2 Level 3 Total Financial assets held for trading Held for trading V、2 305,144 - - 305,144 Derivative financial assets V、2 - 57,190 - 57,190 Hedging Instrument V、2 - 22,922 - 22,922 Subtotal 305,144 80,112 - 385,256 Available-for-sale financial assets V、10 751,838 - - 751,838 Subtotal 751,838 - - 751,838 Total 1,056,982 80,112 - 1,137,094 RMB'000 Liabilities Note Level 1 Level 2 Level 3 Total Financial liabilities held for trading Derivative financial liabilities V、23 - (129,830) - (129,830) Total - (129,830) - (129,830) 第 213 页 XI. OTHER SIGNIFICANT MATTERS (CONTINUED) 3. RISK ANALYSIS, SENSITIVITY ANALYSIS, AND FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED) (6) Fair values (continued) (a) Financial instruments carried at fair value (continued) there is no change in the fair value measurement of the Group’s financial instruments in the period (b) Fair value of other financial instruments (the carrying amounts are not measured at fair value All financial instruments are carried at amounts not materially different from their fair values as at 30 June 2011. 第 214 页 XI. OTHER SIGNIFICANT MATTERS (CONTINUED) 3. RISK ANALYSIS, SENSITIVITY ANALYSIS, AND FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED) (7) Estimation and assumption of fair values The following summarises the major methods and assumptions used in estimating the fair values of financial assets and liabilities held for trading, available-for-sale financial assets, and items set out in Note XI.3.(6) that measured at fair value on the balance sheet date. (a) Equity investments Fair value is based on quoted market prices at the balance sheet date for financial assets and liabilities held for trading (excluding derivatives), and available-for-sale financial assets if there is an active market. (b) Receivables The fair value is estimated as the present value of the future cash flows, discounted at the market interest rates at the balance sheet date. (c) Loans and other non-derivatives financial liabilities The fair value is estimated as the present value of future cash flows, discounted at the market rate of interest at the balance sheet date. (d) Derivatives The fair value of forward exchange contracts is either based on their listed market prices or by discounting the contractual forward price and deducting the current spot rate. The fair value of interest rate swaps is based on broker quotes. The quotes are tested for reasonableness by discounting estimated future cash flows based on the terms and maturity of each contract and using market interest rates for a similar interest rate instrument at the measurement date. (e) Financial guarantees The fair value of financial guarantees issued is determined by reference to fees charged in an arm’s length transaction for similar services, when such information is obtainable, or is otherwise estimated by reference to interest rate differentials, by comparing the actual rates charged by lenders when the guarantee is made available with the estimated rates that the lenders would have charged, had the guarantees not been available, where reliable estimates of such information can be made. 第 215 页 XI. OTHER SIGNIFICANT MATTERS (CONTINUED) 3. RISK ANALYSIS, SENSITIVITY ANALYSIS, AND FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED) (7) Estimation and assumption of fair values (continued) (f) Interest rates used for determining fair value The interest rates used to discount estimated cash flows are based on same term loans’ rates announced by People Bank of China at the balance sheet date plus an adequate credit spread and are as follows: Interest rates Interest rates used in 30June2011 used in 2010 Long-term loans 0.85% - 5.35% 0.85% - 5.23% Receivables 5.85 %- 6.80% 5.35% - 6.40% 第 216 页 XI. OTHER SIGNIFICANT MATTERS (CONTINUED) 4. ASSETS AND LIABILITIES MEASURED AT FAIR VALUE RMB'000 Balance at the Change in fair Accumulated Provision of Balance at the beginning of the value of the change in fair impairment for end of the Item period period value in equity the period period Financial assets 1 Financial assets at fair value through profit or loss (excluding derivative financial assets) 393,491 (58,626) - - 305,144 2. Derivative financial instrument 119,069 (57,903) - - 57,190 3. Hedging Instrument 13,101 - 23,264 - 22,922 4. Available-for-sale financial assets 768,467 - 683,161 - 751,838 Subtotal 1,294,128 (116,529) 706,425 - 1,137,094 Financial liabilities (158,102) 28,273 - - 129,830 第 217 页 XI. OTHER SIGNIFICANT MATTERS (CONTINUED) 5. FINANCIAL ASSETS AND LIABILITIES IN FOREGIN CURRENCIES RMB'000 Provision of Balance at the Change in Accumulated impairment Balance at the beginning of the fair value of change in fair for the end of the Item period the period value in equity period period Financial assets 1.Financial assets at fair value through profit or loss (excluding derivative financial 230,231 (24,467) - - 222,454 2.Derivative financial instrument 119,069 (57,903) - - 57,190 3.Hedging Instrument 13,101 - 23,264 - 22,922 4.Loans and receivables 5,815,448 - - (49,522) 11,615,040 5.Available-for-sale financial assets 9,066 - 12,385 - 8,258 Subtotal 6,186,915 (82,370) 35,649 (49,522) 11,925,864 Financial liabilities (12,293,652) 28,273 - - (15,103,165) Note: (1) Derivative financial instrument in foreign currency includes foreign currency future contract. (2) Loans and receivables in foreign currency includes accounts receivable, other receivables, prepayments and long-term receivable denominated in foreign currencies. (3) Financial liabilities includes foreign currency loans, accounts payable, other payables, advances from customers, interest rate swap contracts and stock option contracts. 第 218 页 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY 1. CASH AT BANK AND ON HAND 2011.06.30 2010.12.31 Original Exchange Original Exchange RMB'000 RMB'000 currency '000 rate currency '000 rate Cash at bank RMB 1,187,041 1.000000 1,187,041 293,010 1.000000 293,010 USD 8,853 6.471600 57,292 2,953 6.589700 19,457 HKD 88 0.831620 73 94 0.840426 79 JPY 1,405,816 0.080243 112,807 384,917 0.080984 31,172 EUR 2 9.361200 19 2 8.500000 17 1,357,232 343,735 Other momentary funds RMB 134,209 1.000000 134,209 73,726 1.000000 73,726 USD 377 6.471600 2,440 377 6.589700 2,484 136,649 76,210 1,493,881 419,945 As at 30 June 2011, restricted cash at bank and on hand of the Company was RMB 2,440,000 (2010: RMB 2,484,000) 第 219 页 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 2. Financial assets held for trading (1) Financial assets held for trading by categories: 2011.06.30 2010.12.31 RMB'000 RMB'000 Equity securities investments held for trading 82,286 162,298 Total 82,286 162,298 (2) There is no restriction in liquidity of financial assets held for trading for the current year. 3. DIVIDENDS RECEIVABLE 2011.06.30 2010.12.31 RMB'000 RMB'000 SCIMC 560,378 560,378 SCIMCEL 149,861 149,861 XHCIMC 1,726 1,726 QDCC - 34,355 DLCIMC 55,361 55,361 NBCIMC 20 32,001 SCRC 155,293 84,097 XHCIMCS 234,739 155,179 QDCSR 22,635 22,635 DLL 46,248 46,248 CIMC(HK) 3,043,365 3,043,364 TCCIMC 23,831 23,831 ZZCIMC 23,333 23,333 TJCIMCLE 6,253 6,253 QDCRC 9,702 4,815 Total 4,332,745 4,243,437 No amount due from shareholders who hold 5% or more of the voting rights of the Company is included in the above balance of dividends receivable. 第 220 页 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 4. OTHER RECEIVABLES (1) Other receivables by customers’ categories: 2011.06.30 2010.12.31 Category RMB'000 RMB'000 Amounts due from related parties 6,430,307 4,171,470 Deposits 814 804 Others 7,903 7,448 Subtotal 6,439,024 4,179,722 Less:provision for bad and doubtful debts (4,554) (4,554) Total 6,434,470 4,175,168 (2) The ageing analysis of other receivables is as follows: 2011.06.30 2010.12.31 Category RMB'000 RMB'000 Within 1 year 6,290,073 4,030,771 1 to 2 years - - 2 to 3 years - - More than 3 years 148,951 148,951 Subtotal 6,439,024 4,179,722 Less:provision for bad and doubtful debts (4,554) (4,554) Total 6,434,470 4,175,168 The ageing is counted starting from the date the other receivable is recognized. 第 221 页 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 4. OTHER RECEIVABLES (CONTINUED) (3) Other receivables by categories: 2011.06.30 2010.12.31 Note Provision for bad and Provision for bad and doubtful Category Gross carrying amount doubtful debts Gross carrying amount debts RMB'000 Percentage(%) Percentage(%) RMB'000 Percentage(%) RMB'000 Percentage(%) Individually significant other receivables (4) 6,311,712 98.02% - - 4,157,910 99.48% - - Other insignificant other receivables (5) 127,312 1.98% 4,554 3.58% 21,812 0.52% 4,554 20.88% Total 6,439,024 100.00% 4,554 0.07% 4,179,722 100.00% 4,554 0.11% There are no collaterals the Group holds for accounts receivable that made impairment aforesaid. 第 222 页 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 4. OTHER RECEIVABLES (CONTINUED) (3) Other receivables by categories (continued): Individually significant items represent other receivables which individual amount over RMB 10,000,000 (inclusive) or the book value of which account for 5% (inclusive) of the total other receivables in individual financial statements grouped in the consolidated financial statement. (4) An analysis of other receivables individually significant and assessed for impairment individually is as follows: There are no other receivables individually significant and individually assessed for impairment at the year end. (2010: Nil). (5) An analysis of individually insignificant but assessed for impairment individually is as follows: There are no other receivables individually insignificant but assessed for impairment individually at the year end. (2010: Nil). (6) Written-back or recovery of accounts receivable during the year There were no other receivables for which a full provision or a significant provision was made in previous years while were recovered in full or in significant amount during the year (2010: Nil). (7) Write-off of other receivables during the year There was no material write-off of other receivables during the year (2010: Nil). 223 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 4. OTHER RECEIVABLES (CONTINUED) (8) Other receivables due from the five largest debtors of the Group are as follows: Relationship with Prpportion in total Debtor RMB'000 Aging the Company other receivables(%) 1.Total amounts due from subsidiaries Subsidiary 6,255,432 Within 1 year 97.15% 2.Shanghai Fengyang Real Estate Development Co., Ltd Associates 163,304 1 to 3 years 2.54% 3.China Merchants International Ltd. Shareholder 7,704 Within 1 year 0.12% 4.Nanshan Construction Bureau. Third Party 3,140 2 to 3 years 0.05% 5.Xietong Real Estate Company Third Party 2,000 Within 1 year 0.03% Total 6,431,580 99.88% The Group’s top 5 other receivables as at 31 December 2010 amounted to RMB 4,170,753,000, accounting for 99.78% of the total other receivables. (9) Status of share holders holding to 5% or above voting rights, in the Company’s other receivables Balance of other receivables due from shareholders who hold 5% or more of the voting rights of the Group as at balance sheet date represented withholding Corporate Income Tax of oversea shareholder dividend due from China Merchants International Ltd and COSCO Container, amounting to RMB7,704,000 and RMB1,886,000. (2010: RMB7,704,000 and RMB1,886,000) (10) Receivables due from related parties Percentage in total Relationship with the Related party RMB'000 other Company receivables(%) Shareholders who hold 5% or more of the Shareholders voting rights of the Group 9,590 0.15% Associated Associates 163,304 2.54% Subsidiaries Subsidiaries 6,255,432 97.15% Others Minority shareholders of associates and subsidiaries 0.03% Total 6,430,307 99.86% 224 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 4. OTHER RECEIVABLES (CONTINUED) (11) Derecognition of other receivables due to transferring of financial assets There was no derecognition of other receivables due to transferring of financial assets of the Company in 2011 (2010: Nil). (12) Amount of assets and liabilities recognised due to the continuing involvement of securitised other receivables There were no securitised other receivables during the year (2010: Nil). 5. AVAILABLE-FOR-SALE FINANCIAL ASSETS 2011.6.30 2010.12.31 RMB'000 RMB'000 Available-for-sale equity instruments 743,580 759,401 Detailed analysis for the Group’s available-for-sale financial assets, refer to Note V.10. 6. LONG-TERM EQUITY INVESTMENTS (1) As at 30 June 2011, the Company’s long-term equity investments are as follows: 2011.06.30 2010.12.31 RMB'000 RMB'000 Investments in subsidiaries 3,363,573 3,273,573 Other long-term equity investments 395,570 391,970 Subtotal 3,759,143 3,665,543 Less: Provision for impairment (3,065) (3,065) Total 3,756,078 3,662,478 225 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 6. LONG-TERM EQUITY INVESTMENTS (CONTINUED) (2) As at 30 June 2011, the Company’s investments on subsidiaries are as follows (continued): RMB’000 The Balance Balance Company Notes to Dividend Initial at the Addition/ at the Shareholding subsidiaries difference between Provision Impairment receivable/ investment beginning (disposal) end Percentage voting shareholdings and for loss of received Investee cost of the year during period of the period (%) right(%) voting rights impairment the period of the period Costing method - Investment in subsidiaries SCIMC 82,042 82,042 - 82,042 100% 100% - - - - SCIMCEL 82,042 82,042 - 82,042 100% 100% - - - - XHCIMC 36,500 36,500 - 36,500 100% 100% - - - - CIMC Yuandong 114,249 114,249 - 114,249 100% 100% - - - - TJCIMC 81,333 81,333 - 81,333 100% 100% - - - - TJCIMCn 75,780 75,780 - 75,780 100% 100% - - - - QDCC 60,225 60,225 - 60,225 100% 100% - - - - DLCIMC 48,764 48,764 - 48,764 100% 100% - - - - NBCIMC 24,711 24,711 - 24,711 100% 100% - - - - SBWI 66,558 66,558 - 66,558 94.75% 100% IV.1.(4)(ii) - - - TCCIMC 131,654 131,654 - 131,654 100% 100% - - - - ZZCIMC 100,597 100,597 - 100,597 100% 100% - - - - SHYSLE 78,955 78,955 - 78,955 100% 100% - - - - CQCIMC 39,499 39,499 - 39,499 100% 100% - - - - SCRC 200,892 200,892 - 200,892 92% 100% - - - 113,471 QDCRC 54,225 54,225 - 54,225 89.30% 89.30% - - - 4,897 XHCIMCS 82,026 82,026 - 82,026 100% 100% - - - 79,718 QDCSR 12,743 12,743 - 12,743 100% 100% - - - - 226 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 6. LONG-TERM EQUITY INVESTMENTS (CONTINUED) (2) As at 30 June 2011, the Company’s investments on subsidiaries are as follows (continued): RMB’000 The Balance Balance Company Notes to Dividend Initial at the Addition/ at the Shareholding subsidiaries difference between Provision Impairment receivable/ investment beginning (disposal) end Percentage voting shareholdings and for loss of received Investee cost of the year during period of the period (%) right(%) voting rights impairment the period of the period Costing method - Investment in subsidiaries TJCIMCL 16,459 16,459 - 16,459 100% 100% - - - - DLL 46,284 46,284 - 46,284 100% 100% - - - - CIMC(HK) 1,690 1,690 - 1,690 100% 100% - - - - CIMC(USA) 171,397 171,397 - 171,397 100% 100% - - - - CIMCSD 162,686 162,686 - 162,686 100% 100% - - - - HI 276,148 276,148 - 276,148 80% 80% - - - - SZVL 24 24 - 24 80.20% 80.20% - - - - CIMC Tech 2,526 2,526 - 2,526 100% 100% - - - - TCCRC 59,792 59,792 - 59,792 100% 100% - - - - CIMCWD 108,544 108,544 - 108,544 100% 100% - - - - CIMC MT 48,102 48,102 - 48,102 100% 100% - - - - DLZH 111,083 111,083 - 111,083 100% 100% - - - - YTLRC 111,703 21,703 90,000 111,703 100% 100% - - - - SZW 3,472 3,472 - 3,472 100% 100% - - - - TLC 81,548 81,548 - 81,548 100% 100% - - - - SCIMCL 21,717 21,717 - 21,717 100% 100% - - - - CIMCIH 72,401 72,401 - 72,401 100% 100% - - - - CIMCF 482,590 482,590 - 482,590 100% 100% - - - - CIMCVL 185,700 185,700 - 185,700 100% 100% - - - - QDSV 26,912 26,912 - 26,912 80% 100% IV.1.(4)(ii) - - - Total 3,363,573 3,273,573 90,000 3,363,573 100% 100% - - - 198,086 227 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 6. LONG-TERM EQUITY INVESTMENTS (CONTINUED) (2) As at 30 June 2011, the Company’s investments on subsidiaries are as follows (continued): RMB'000 The Balance Balance Company Notes to Dividend Initial at the Addition/ at the Shareholding subsidiaries difference between Provision Impairment receivable/ investment beginning (disposal) end Percentage voting shareholdings and for loss of received Investee cost of the year during period of the period ( %) right(%) voting rights impairment the period of the period Costing method - Investment in China Railway United - - Logistics 380,780 380,780 - 380,780 10% 10% - - Beihai Yingjian 1,700 1,700 - 1,700 1.01% 1.01% - (1,700) - - Guangdong Samsung 1,365 1,365 - 1,365 0.09% 0.09% - (1,365) - - BOCM Schroder Stolt 8,125 8,125 - 8,125 5% 5% - - - 10,000 Subtotal 391,970 391,970 - 391,970 - - - (3,065) - 10,000 Equity method-Joint ventures Shanghai Super cool 3,600 - 3,600 3,600 50% 50% - - - - Total 3,759,143 3,665,543 93,600 3,759,143 - - - (3,065) - 208,086 Information for the Company’s subsidiaries see note IV. 228 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 7. SHORT-TERM LOANS 2011.06.30 2010.12.31 RMB'000 RMB'000 Credit loans RMB 900,000 480,897 USD 64,716 - Total 964,716 480,897 8. FINANCIAL LIABILITIES HELD FOR TRADING 2011.06.30 2010.12.31 RMB'000 RMB'000 Current: Derivative financial liabilities -Foreign exchange forward contract 343 556 -Swap contract for interest rate 10,480 - -Foreign exchange option contracts 45,308 - Subtotal 56,131 556 Non-current: Derivative financial liabilities -Swap contract for interest rate 55,831 58,620 -Foreign exchange option contracts - 78,226 Subtotal 55,831 136,846 Total 111,962 137,402 229 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 9. EMPLOYEE BENEFITS PAYABLE RMB'000 Balance at Additions Settlements Balance the beginning during during at the end of the year the period the period of the period RMB'000 RMB'000 RMB'000 RMB'000 Salaries, bonuses, and allowances 98,857 188,318 137,163 150,012 Senior management bonus 269,475 100,000 13,058 356,417 Social insurances and others (57) 6,076 6,075 (56) Total 368,275 294,394 156,296 506,373 10. TAXES PAYABLE 2011.06.30 2010.12.31 RMB'000 RMB'000 Income tax payable 18,584 1,743 Withholding individual tax 63,865 58,384 Others - (1,047) Total 82,449 59,080 11. DIVIDENDS PAYABLE 2011.06.30 2010.12.31 RMB'000 RMB'000 Public shareholders 151,260 - 230 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 12. NON-CURRENT LIABILITIES DUE WITHIN ONE YEAR (1) The analysis of the Company’s non-current liabilities due within one year by categories is as follows: 2011.06.30 2010.12.31 RMB'000 RMB'000 Long-term loans due within one year -Credit loans 786,766 2,729,353 (2) The analysis of the Company’s non-current liabilities by currencies due within one year is as follows: Annual 2011.06.30 2010.12.31 interest rate Original Exchange RMB Original Exchange RMB currency rate ’000 currency rate ’000 Bank loans ’000 ’000 RMB 3.51%-4.23% - - 2,000,000 1.0000 2,000,000 USD LIBOR+90BP 110,000 6.4716 711,876 100,000 6.5897 658,970 EUR EURIBOR+65BP 8,000 9.3612 74,890 8,000 8.7979 70,383 786,766 2,729,353 As at 30 June 2011, there was no renewal of past due long-term bank loans which was included in the above non-current liabilities due within one year (2010: Nil). 231 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 12. NON-CURRENT LIABILITIES DUE WITHIN ONE YEAR (CONTINUED) (a) As at 30 June 2011, the top four long-term loans due within one year is as follows: 2011.06.30 2010.12.31 Original Original RMB'000 RMB'000 Lender Initial date Maturity date Currency Interest rate(%) currency '000 currency 1.China Development Bank 12 December 2007 21 June 2012 USD Six-month LIBOR+90BP 60,000 388,296 - - 2.China Development Bank 12 December 2007 21 December 2011 USD Six-month LIBOR+90BP 50,000 323,580 - - 3.The Export-Import Bank of China 18 June 2007 18 December 2011 EUR EURIBOR+65BP 4,000 37,445 - - 4.The Export-Import Bank of China 18 June 2007 18 June 2012 EUR EURIBOR+65BP 4,000 37,445 - - Total 786,766 - (b) As at 30 June 2011, there was no overdue loan of non-current liabilities due within one year(2010:Nil). 232 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 13. LONG-TERM LOANS (1) Long-term loans by categories: 2011.06.30 2010.12.31 RMB'000 RMB'000 Bank loans -Credit loans 4,001,196 2,473,381 (2) The analysis of the Company’s long-term loans by currencies as follows: Annual 2011.06.30 2010.12.31 interest rate Original Exchange Original Exchange currency rate RMB currency rate RMB Bank loans ’000 ’000 ’000 ’000 RMB 4.51%~5.95% 1,995,000 1.0000 1,995,000 - 1.0000 - USD LIBOR+30~185BP 310,000 6.4716 2,006,196 370,000 6.5897 2,438,189 EUR EURIBOR+65BP - 4,000 8.7979 35,192 Total 4,001,196 2,473,381 No amount due to the shareholders who hold 5% or more of the voting rights of the Company is included in the above balance of long-term loans (2010: Nil). 233 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 13. LONG-TERM LOANS (CONTINUED) (3) As at 30 June 2011, the top four long-term loans (including all long-term loans) is as follows: 2011.06.30 2010.12.31 Original Original Currency Currency Leader Initial date Maturity date Currency Interest rate(%) '000 RMB'000 '000 RMB'000 1.China Development Bank 12 December 2007 21 June 2013 USD Six-month LIBOR+90BP 110,000 711,876 110,000 724,867 2.The Export-Import Bank of China 1 February 2011 1 February 2014 RMB 4.51% 500,000 500,000 - - 3.The Export-Import Bank of China 20 January 2011 7 January 2014 RMB 4.51% 400,000 400,000 - - 4.The Export-Import Bank of China 15 June 2011 15 June 2014 RMB 4.51% 400,000 400,000 - - 5.China Development Bank 12 December 2007 21 December 2012 USD Six-month LIBOR+90BP 60,000 388,296 60,000 395,382 Total 2,400,172 1,120,249 As at 30 June 2011, there was no renewal of past due long-term bank loans which was include in the above long-term loans (2010:Nil). 234 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 14. BONDS PAYABLES RMB'000 Balance at Additions Settlements Balance the beginning during during at the end Item of the year the period the period of the period Medium Term Note -11 CIMC MTN1 - 3,987,276 - 3,987,276 Total - 3,987,276 - 3,987,276 (1) The analysis of the Company’s Bonds Payables is as follows: RM B'000 Interest Interest payable at accrued Interest payable at Balance at the Final maturity Notional the beginning interest for paid during the end of the end of the Item Face value Issue date date principal of the period the period the period period period Medium Term Note - 4,000,000 4,000,000 - (12,724) - (12,724) 3,987,276 11 CIMC M TN1 23 May 2011 23 May 2016 Total 4,000,000 4,000,000 - (12,724) - (12,724) 3,987,276 15. DEFERRED TAX ASSETS AND LIABILITIES (1) Deferred tax assets and liabilities after offsetting RMB'000 Deferred tax Deductible/(taxable) Deferred tax Deductible/(Taxable) assets/(liabilities temporary difference assets/(liabilities) temporary )2011.6.30 2010.12.31 2010.12.31 Item difference2011.6.30 Deferred tax assets Employee benefits payable 506,373 126,593 368,275 92,069 Movement for fair value of 111,962 27,991 137,402 32,977 financial assets held for Subtotal 618,335 154,584 505,677 125,046 Offsetting amount (618,335) (154,584) (505,677) (125,046) Net amount after offsetting - - - - Deffered tax liabilities: Movement for fair value of financial assets held for (4,926) (1,234) (45,854) (9,383) trading/derivative financial Movement for fair value of available-for-sale financial assets (670,776) (165,292) (723,531) (165,954) charged to equity Subtotal (675,702) (166,526) (769,385) (175,337) Offsetting amount 618,335 154,584 505,677 125,046 Net amount after offsetting (57,367) (11,942) (263,708) (50,291) As at 30 June 2011, there was no unrecognised deferred tax liabilities for the Company. 235 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 16. CAPITAL RESERVE Balance at Additions Settlements Balance at the beginning change in during during the end of of the year functional currency the period the period the period RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Share premiums 212,656 - - - 212,656 Other capital reserves -Property revaluation reserve 54,979 (11,225) - - 43,754 -Exchange reserve on foreign currency capital 861 (174) - - 687 -Donated non-cash assets reserve 108 (21) - - 87 - Net changes in fair value of available-for-sale 723,531 (36,940) - (15,815) 670,776 financial assets -Deferred tax effect (165,954) 8,473 662 - (156,819) -Amount of share-based payments charged to 26,083 - 50,639 - 76,722 equity -Others - (567,890) - - (567,890) Total 852,264 (607,777) 51,301 (15,815) 279,973 17. GAINS FROM CHANGES IN FAIR VALUE from 1 January to 30 June 2011 from 1 January to 30 June 2010 RMB'000 RMB'000 Financial assets held for trading: -Changes in fair value during the period (34,159) (20) Including:Gains/losses from changes in fair value of - - derivative financial instrument -Transfer to investment losses for derecognition of - - financial assets held for trading Financial liabilities held for trading: -Changes in fair value during the period 25,440 - Including:Gains/losses from changes in fair value of 25,440 7,497 derivative financial instrument Total (8,719) 7,477 236 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 18. INVESTMENT INCOME (1) The analysis of the Company’s investment income is as follows: from 1 January to 30 June 2011 from 1 January to 30 June 2010 RMB'000 RMB'000 Long-term equity investments in cost method 208,086 86,988 Gain on disposal of subsidiaries - 75 Investment gains on available-for-sale financial 3,343 - assets Gains on sale of held-for-trading financial assets 11,275 - Gains on sale of available-for-sale financial - 11,240 assets Total 222,704 98,303 (2) Long-term investments in cost method with individual investment income over 5% of total investment income or less than 5% but the top five investment income for the year are as follows: Investee from 1 January to 30 June 2011 from 1 January to 30 June 2010 Reasons for variances between two years RMB'000 RMB'000 Dividend distributed from 1 January to 30 SCRC 113,471 86,988 June 2011 is more than that in 2010 No dividend distributed from 1 January to 30 XHCIMCS 79,718 - June 2010. BOCM Schroder Stolt Fund No dividend distributed from 1 January to 30 Management 10,000 - June 2010. No dividend distributed from 1 January to 30 SCRC 4,897 - June 2010. Total 208,086 86,988 Note 1: There was no significant restriction on the remittance of investment income to the investor 237 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 19. NON-OPERATING INCOME (1) The analysis of the Group’s non-operating income is as follows: Note from 1 January to 30 June 2011 from 1 January to 30 June 2010 RMB'000 RMB'000 Gains on disposal of fixed assets 15 - Gains on disposal of intangible assets 593 21,553 Government grants (2) 578 7,709 Others - 252 Total 1,186 29,514 (2) Government grants from 1 January to 30 June 2011 from 1 January to 30 June 2010 RMB'000 RMB'000 Financial subsidies 578 7,709 20. INCOME TAX from 1 January to 30 June 2011 from 1 January to 30 June 2010 RMB'000 RMB'000 Current tax expenses for the period - - Deferred taxation (37,687) (6,039) Total (37,687) (6,039) Reconciliation between income tax expenses and accounting profits is as follows: 238 XIII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 20. INCOME TAX (CONTINUED) Item from 1 January to 30 June 2011 from 1 January to 30 June 2010 RMB'000 RMB'000 Profits before taxation 3,814 64,890 Expected income tax expenses at applicable tax 915 14,276 rates Effect of tax rate change on deferred tax (912) (9,031) Tax effect of non-taxable income (37,690) (11,284) Income tax expenses (37,687) (6,039) 21. OTHER COMPREHENSIVE INCOME/ (LOSSES) from 1 January to 30 June 2011 from 1 January to 30 June 2010 Item RMB'000 RMB'000 1.Gain/(losses) on available-for-sale financial assets (15,815) (233,278) Less:Effect of income tax arising from available-for-sale (662) (42,268) financial assets Amount recognised in other comprehensive income in - 11,240 prior period transferred to profit and loss in current period 2.Effect of foreign exchange rate changes - (47,543) Total (15,153) (249,793) 239 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 22. INFORMATION TO CHAS FLOW STATEMENT (1) Supplement to cash flow statement: from 1 January to 30 June from 1 January to 30 June 2010 RMB'000 RMB'000 1.Reconciliation of net profit to cash flow from operatiing activities Net profit 3,814 70,929 Add : Depreciation of fixed assets 8,069 5,600 Amortisation of intangible assets 412 545 Amortisation of long-term deferred expenses 842 1,330 (Gains)/losses on disposal of fixed assets, intangible assets and other long-term assets (608) (21,553) (Gains)/losses on changes in fair value 8,719 (7,477) Financial expense 87,070 (12,658) (Gains)/losses arising from investments (222,704) (98,303) Expenses recognized by share-based payments 50,639 - (Increase)/decrease in defered tax assets - (39) Increase/(decrease) in defered tax Liabilities 38,350 (6,000) (Increase)/Decrease in operating receivables (2,259,173) (25,588) Increase/(decrease) in operating payables 96,757 (117,232) Effect of foreign exchange rate changes - 43 Net cash outflows from operating activities (2,187,813) (210,403) 2.Net movement in cash and cash equivalents: Closing balance of cash and cash equivalents 1,491,441 473,363 Less:Opening balance of cash and cash equivalents 417,461 137,680 Net increase of cash and cash equivalents 1,073,980 335,683 240 XII. SUPPLEMENTARY INFORMATION TO THE HOLDING COMPANY (CONTINUED) 22. INFORMATION TO CHAS FLOW STATEMENT (CONTINUED) (2) Cash and cash equivalents held by the Group is as follows: from 1 January to 30 June from 1 January to 30 June 2010 RMB'000 RMB'000 1.Cash at bank and on hand -Bank deposits available on demand 1,357,232 343,735 -Other monetary fund available on demand 134,209 73,726 2.Closing balance of cash and cash equivalents 1,491,441 417,461 available on demand Note: Aforesaid “Cash at bank and on hand” excluded restricted cash and short-term investment. 241 SUPPLEMENTARY INFORMATION 1. EXTRAORDINARY GAIN AND LOSS FOR THE PERIOD Item RMB'000 Disposal of non-current assets 6,022 Government grants charge to profit and loss (excluded government grants closely related to business and applied to all similar businesses according to national unity or quantitative standards) 83,625 Capital occupied interests from non-financial enterprises charged into current profit and loss 2,184 Gains on movement of fair value of financial assets held for trading and financial liabilities; gains on disposal of financial assets held for trading, financial liabilities and available-for-sale financial assets (excluding hedge financial instruments related to ordinary business of the Group) (112,067) Other non-operating income / expenses 11,153 Effect of income tax 2,285 Effect of minority shareholder equity (after tax) 16,143 Total 9,345 Note: Aforesaid extraordinary gain and loss were presented at amount before taxation. 2. Reconciliation statements of differences in financial statements prepared under different GAAPs (1) The effect of the difference between PRC GAAP and IFRS on consolidated net profit and equity attributable to shareholders of the Group is analysed as follows: RMB'000 Profit Equity from 1 January to 30 June 2011 from 1 January to 30 June 2010 2011.06.30 2010.12.31 Amounts under PRC GAAP 2,807,629 912,556 18,143,875 16,223,057 Adjustments under IFRS GAAP: 2,745 341 (3,507) (3,950) Others - Amounts under IFRS GAAP 2,810,374 912,897 18,140,368 16,219,107 Adjustments include current year depreciation and amortisation of fixed assets and intangible assets revaluated in previous years. 242 SUPPLEMENTARY INFORMATION (CONTINUED) 3. EARNINGS PER SHARE AND RETURN ON NET ASSETS In accordance with Interpretive Pronouncement on the Preparation of Information Disclosures of Companies Issuing Public Shares No. 9 – Earnings per share and return on net assets (2010 revised) and relevant requirements of accounting standard, the calculation of earnings per share and return on net assets of the Group is listed as follows: RMB'000 Weighted average Earnings per share Profit return on net assets Basic earnings per Diluted earnings per (%) share share Profit attributable to ordinary equity shareholders 16.19% 1.0545 1.0545 Profit attributable to ordinary equity shareholders net of extraordinary gain and loss 16.14% 1.0510 1.0510 243 Ⅶ. CONTENTS OF DOCUMENTS FOR REFERENCE 1. Semi-annual report with signature of chairman of shareholders. 2. Finanial report with the signature and seal of the legal representative、responsible person in charge of accounting and accounting officer. 3. All the original document and the manuscript of the announcement disclosured in the newspapers specified by the China Securities Regulatory Commission during the reporting period. 4. Text of. 244