Chongqing Jianshe Motorcycle Co., Ltd. The 3rd Quarterly Report 2009 (Full Text) 1 Chongqing Jianshe Motorcycle Co., Ltd. The 3rd Quarterly Report 2009 (Full text) §1 Important Declaration 1.1 The Board of Directors and the directors of the Company guarantee that there are no significant omissions, fictitious or misleading statements carried in the Report and we will accept individual and joint responsibilities for the truthfulness, accuracy and completeness of the Report. 1.2 The 3rd Quarterly Report is not audited by CPA. 1.3 Mr. Cai Tao, the responsible person of the Company, Mr. Tengfeng, the Financial Officer, and Mr. Liao Jian, the Accounting Manager declare: the financial statements carried in this report are secured for their truthfulness and completeness. §2 Company Profile 2.1 Financial highlights In RMB Yuan 2009.9.30 2008.12.31 Changed by (%) Gross Assets (RMB) 3,286,812,357.29 2,723,960,062.85 20.66% Owners’ equity attributable to the shareholders of the listed company (yuan) 445,487,092.11 439,421,949.68 1.38% Capital shares (shares) 477,500,000.00 477,500,000.00 0.00% Net asset per share attributable to the shareholders of the listed company (Yuan/share) 0.93 0.92 1.09% July-Sept. 2009 Changed over the previous year (%) Jan-Sept. 2009 Changed over the previous year (%) Turnover (yuan) 623,645,730.99 -0.98% 1,747,593,280.19 -13.44% Net profit attributable to shareholders of the listed company (yuan) -5,626,696.25 -340.39% 5,565,142.43 -38.74% Net Cash flow generated by business operation (RMB) - - 41,993,277.74 215.02% Net Cash flow per share generated by business operation (yuan/share) - - 0.09 212.50% Basic earnings per share (Yuan/share) -0.01 0.01 -50.00% Diluted earnings per share (Yuan/share) -0.01 0.01 -50.00% Net return on equity (%) -1.26% -0.82% 1.25% -1.87% Net earnings / capital ratio after deducting of non-recurring gain/loss (%) -1.54% 0.50% -1.73% 1.52%Chongqing Jianshe Motorcycle Co., Ltd. The 3rd Quarterly Report 2009 (Full Text) 2 In RMB Yuan Non-recurring gain and loss items Amount from beginning of year to the end of report term Note Gain/loss of non-current assets 1,918,322.22 Government subsidies accounted into current gain/loss account, other than those closely related to the Company’s common business, comply with the national policy and continues to enjoy at certain fixed rate or amount. 9,987,134.29 Gain/loss from debt reorganization 423,249.83 Other gain/loss items satisfying the definition of non-recurring gain/loss account 948,104.78 Total 13,276,811.12 - 2.2 Total of shareholders and top-10 holders of current shares in shares Total shareholders at the end of the report period (accounts) 17,142 Top Ten Shareholders of Negotiable Shares Full name of shareholder Negotiable shares held at the end of report term Categories Yin Gang 580,000 Foreign shares placed in domestic exchange Shanghai Hong Kong Wanguo Securities 440,000 Foreign shares placed in domestic exchange Peng Daqiang 423,249 Foreign shares placed in domestic exchange Yang Shuitian 393,750 Foreign shares placed in domestic exchange Li Tangji 392,200 Foreign shares placed in domestic exchange Liu Xingzhong 382,900 Foreign shares placed in domestic exchange Xu Shaolin 347,900 Foreign shares placed in domestic exchange Yuan Runyan 344,600 Foreign shares placed in domestic exchange Cai Zujian 333,400 Foreign shares placed in domestic exchange WANG,HUANSHENG 326,800Foreign shares placed in domestic exchange §3 Significant Events 3.1 Details and causations of major change in major accounting subjects and financial indices √ applicable □ not applicable 1. Monetary capital: monetary capital increased significantly, which was caused by increasing of security deposit along with increasing of bank notes at end of term; 2. Account receivable: account receivable increased significantly in the report term, which was caused by increasing of air-compressor sales; 3. Other receivable: other account receivable decreased significantly in the report term, which was caused by receiving of compensation for moving from Chongqing Jianshe Industry Co., Ltd. at end of 2008. 4. Construction in process: construction in process increased significantly, for some of the newly installed equipment were not through acceptance procedures yet;Chongqing Jianshe Motorcycle Co., Ltd. The 3rd Quarterly Report 2009 (Full Text) 3 5. Account received in advance: increased significantly for large amount of orders are scheduled for delivery at end of month, and not delivered yet; 6. Other payables: increased significantly, which was caused by postpone of stipulate fees according to document Yu-Lao-She-Fa[2008]57; 7. Special payable: special payable decreased significantly, which was caused by transmitting of moving losses amounted to RMB45 million; 8. Asset impairment loss: which was mainly caused by receiving of compensation for moving amounted to RMB184 million from Chongqing Jianshe Industry Co., Ltd. at end of 2008, the corresponding bad debt was reduced. 3.2 Progress of significant events, their influence, countermeasures, and analysis □applicable √ not applicable 3.3 Fulfilling of commitment issues made by the Company, shareholder, or substantial controller □applicable √ not applicable 3.4 Estimated accumulative profit from the year beginning to the end of the next report period may be of deficits; or in comparison with the same period of the previous year, give the warning of great change and the notice to the reasons. □applicable √ not applicable 3.5 Major events needs to be explained None 3.5.1 Reception of investigations, communications, or interviews Time/date Place Way Visitors Main content involved and material provided July 02, 2009 The Company Telephone communicati on Mr. Wang etc. Q: Why the stock of the Company suspended for trading today? A: There was an article on newspapers titled “Jialin, Jianshe, and Qingqi will be reorganized, Chongqing will become the largest base of motorcycle”. Suspending of the stock trading was to prevent irregular fluctuation and protect the interest of the investors. The trading will be resumed as soon as the Company verified the situation to the controlling shareholder and announced to the public. 3.6 Investment in derivate financial instruments □applicable √ not applicable 3.6.1 Derivate financial instrument stock at end of report term □applicable √ not applicable §4 Attachments 4.1 Balance Sheet Prepared by: Chongqing Jianshe Motorcycle Co., Ltd. Sept. 30th 2009 in RMB yuanChongqing Jianshe Motorcycle Co., Ltd. The 3rd Quarterly Report 2009 (Full Text) 4 Balance at the end of term Balance at the beginning of year Items Consolidated Parent company Consolidated Parent company Current asset: Monetary capital 1,066,630,292.11 589,205,793.79 655,689,499.52 290,589,929.93 Settlement provision Outgoing call loan Transactional financial assets Notes receivable 61,484,001.76 4,804,800.00 85,162,740.70 1,937,070.00 Account receivable 237,332,523.85 12,802,739.00 133,289,191.60 11,403,417.88 Prepayment 198,639,355.26 165,667,955.28 153,406,071.47 120,207,407.20 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable Dividend receivable Other account receivable 71,903,372.84 259,990,878.13 187,024,743.83 320,808,578.26 Repurchasing of financial assets Inventories 221,328,413.27 52,800,918.18 196,891,648.70 57,876,449.31 Non-current asset due in 1 year Other current asset Total of current asset 1,857,317,959.09 1,085,273,084.38 1,411,463,895.82 802,822,852.58 Non-current assets Loans and payment on other’s behalf disbursed Disposable financial asset 3,236,800.00 1,352,400.00 Expired investment in possess Long-term receivable Long-term share equity investment 595,219,996.99 746,829,125.45 585,145,993.61 734,870,722.07 Investment properties Fixed assets 517,256,425.87 323,415,095.28 556,672,006.13 350,762,991.73 Construction in process 164,698,455.13 164,577,374.78 23,933,192.72 23,917,603.72 Engineering goods Fixed asset disposal Production physical assets Gas & petrol Intangible assets 86,555,670.68 62,262,886.78 94,070,298.02 69,369,460.33 R&D expense 39,477,917.35 39,477,917.35 32,859,696.78 32,859,696.78 Goodwill Long-term amortizable expenses 16,385,620.65 4,278,527.21 9,860,617.48 4,580,578.92 Differed income tax asset 4,215,511.53 4,215,511.53 6,153,962.29 6,153,962.29 Other non-current asset 2,448,000.00 2,448,000.00 Total of non-current assets 1,429,494,398.20 1,345,056,438.38 1,312,496,167.03 1,222,515,015.84 Total of assets 3,286,812,357.29 2,430,329,522.76 2,723,960,062.85 2,025,337,868.42 Current liabilities Short-term loans 603,400,000.00 351,500,000.00 590,831,360.15 333,000,000.00 Loan from Central Bank Deposit received and hold for othersChongqing Jianshe Motorcycle Co., Ltd. The 3rd Quarterly Report 2009 (Full Text) 5 Call loan received Trade off financial liabilities Notes payable 1,300,801,176.00 761,000,000.00 928,630,000.00 502,000,000.00 Account payable 520,197,374.01 397,582,193.57 488,399,907.16 250,225,686.02 Prepayment received 113,450,033.56 2,658,050.88 71,809,539.53 1,221,094.67 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 1,607,455.68 1,393,882.43 2,674,838.65 2,373,690.25 Tax payable 118,690,329.20 125,056,831.33 123,266,751.67 127,666,251.10 Interest payable Dividend payable Other account payable 56,179,053.07 78,326,005.31 29,516,676.27 210,757,121.50 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liability due in 1 year Other current liability Total of current liability 2,714,325,421.52 1,717,516,963.52 2,235,129,073.43 1,427,243,843.54 Non-current liabilities Long-term borrowings 122,500,000.00 122,500,000.00 Bond payable Long-term payable Special payable 1,635,000.00 1,635,000.00 45,982,500.00 45,982,500.00 Expected liabilities Differed income tax liability Other non-recurring liabilities Total of non-current liabilities 124,135,000.00 124,135,000.00 45,982,500.00 45,982,500.00 Total of liability 2,838,460,421.52 1,841,651,963.52 2,281,111,573.43 1,473,226,343.54 Owners’ equity (or shareholders’ equity) Capital paid in (or share capital) 477,500,000.00 477,500,000.00 477,500,000.00 477,500,000.00 Capital reserves 590,680,517.59 588,740,294.29 590,180,517.59 588,240,294.29 Less: Shares in stock Special reserves Surplus reserves 125,686,000.00 125,686,000.00 125,686,000.00 125,686,000.00 Common risk provision Retained profit -748,379,425.48 -603,248,735.05 -753,944,567.91 -639,314,769.41 Different of foreign currency translation Total of owner’s equity belong to the parent company 445,487,092.11 588,677,559.24 439,421,949.68 552,111,524.88 Minor shareholders’ equity 2,864,843.66 3,426,539.74 Total of owners’ equity 448,351,935.77 588,677,559.24 442,848,489.42 552,111,524.88 Total of liabilities and owners’ equity 3,286,812,357.29 2,430,329,522.76 2,723,960,062.85 2,025,337,868.42 4.2 Income Statement of the report term Prepared by Chongqing Jianshe Motorcycle Co., Ltd. July-Sept 2009 in RMB Yuan Items Current term Same period last yearChongqing Jianshe Motorcycle Co., Ltd. The 3rd Quarterly Report 2009 (Full Text) 6 Consolidated Parent company Consolidated Parent company I. Total revenue 623,645,730.99 623,821,203.95 629,847,700.82 667,579,174.25 Incl. Business income 623,645,730.99 623,821,203.95 629,847,700.82 667,579,174.25 Interest income Insurance fee earned Fee and commission received II. Total business cost 638,703,193.75 596,681,174.30 635,716,826.09 720,717,644.71 Incl. Business cost 529,521,622.26 543,815,630.53 540,422,658.74 665,890,327.24 Interest expense Fee and commission paid Insurance discharge payment Net claim amount paid Net insurance policy reserves provided Insurance policy dividend paid Reinsurance expenses Business tax and surcharge 9,526,550.43 8,785,335.89 11,053,861.20 10,776,108.29 Sales expense 50,107,622.01 7,220,296.69 45,250,582.40 24,495,188.20 Administrative expense 34,870,324.87 27,080,747.07 22,606,346.11 15,392,207.69 Financial expenses 14,677,074.18 9,779,164.12 16,383,377.64 4,163,813.29 Asset impairment loss Plus: Gains from change of fair value (“-“ for loss) Investment gain (“-“ for loss) 7,954,584.19 7,954,584.19 -527,333.83 -527,333.83 Incl. Investment gains from affiliates 7,954,584.19 7,954,584.19 -527,333.83 -527,333.83 Gains from currency exchange (“-“ for loss) III. Operational profit (“-“ for loss) -7,102,878.57 35,094,613.84 -6,396,459.10 -53,665,804.29 Plus: Non business income 2,969,431.85 2,312,124.76 5,019,230.18 5,018,890.56 Less: Non-business expenses 1,733,778.49 1,459,727.07 345,574.14 320,976.79 Incl. Loss from disposal of non-current assets 300,225.55 300,225.55 IV. Gross profit (“-“ for loss) -5,867,225.21 35,947,011.53 -1,722,803.06 -48,967,890.52 Less: Income tax expenses 20.80 3,000.00 V. Net profit (“-“ for net loss) -5,867,246.01 35,947,011.53 -1,725,803.06 -48,967,890.52 Net profit attributable to the owners of parent company -5,626,696.25 35,947,011.53 -1,277,671.30 -48,967,890.52 Minor shareholders’ equity -240,549.76 -448,131.76 VI. Earnings per share: (I) Basic earnings per share -0.01 0.08 0.00 0.05 (II) Diluted earnings per share -0.01 0.08 0.00 0.05 VII. Other misc. incomes 0.00 0.00 0.00 0.00 VIII. Total of misc. incomes -5,867,246.01 35,947,011.53 -1,725,803.06 -48,967,890.52 Total of misc. incomes attributable to the owners of the parent company -5,626,696.25 35,947,011.53 -1,277,671.30 -48,967,890.52 Total misc gains attributable to the minor shareholders -240,549.76 -448,131.76 4.3 Income Statement from the beginning of year to the end of report term Prepared by Chongqing Jianshe Motorcycle Co., Ltd. Jan-Sept 2009 in RMB Yuan Items Amount of the Current Term Amount of the Previous TermChongqing Jianshe Motorcycle Co., Ltd. The 3rd Quarterly Report 2009 (Full Text) 7 Consolidated Parent company Consolidated Parent company I. Total revenue 1,747,593,280.19 1,797,654,464.85 2,019,026,558.72 1,878,741,904.99 Incl. Business income 1,747,593,280.19 1,797,654,464.85 2,019,026,558.72 1,878,741,904.99 Interest income Insurance fee earned Fee and commission received II. Total business cost 1,765,360,997.62 1,783,046,861.28 2,036,913,854.93 1,978,291,544.75 Incl. Business cost 1,496,974,864.14 1,669,126,785.37 1,748,411,510.90 1,800,794,521.15 Interest expense Fee and commission paid Insurance discharge payment Net claim amount paid Net insurance policy reserves provided Insurance policy dividend paid Reinsurance expenses Business tax and surcharge 26,508,230.31 25,010,522.35 24,448,877.10 22,596,246.34 Sales expense 135,670,585.25 18,649,690.53 136,875,060.70 90,701,653.68 Administrative expense 76,033,829.87 51,261,248.55 76,030,391.90 52,540,004.82 Financial expenses 38,429,192.70 31,921,619.54 50,513,442.51 10,186,408.01 Asset impairment loss -8,255,704.65 -12,923,005.06 634,571.82 1,472,710.75 Plus: Gains from change of fair value (“-“ for loss) Investment gain (“-“ for loss) 11,458,403.38 11,458,403.38 8,920,921.71 8,920,921.71 Incl. Investment gains from affiliates 11,961,808.21 11,961,808.21 8,417,516.88 8,417,516.88 Gains from currency exchange (“-“ for loss) III. Operational profit (“-“ for loss) -6,309,314.05 26,066,006.95 -8,966,374.50 -90,628,718.05 Plus: Non business income 16,037,894.82 14,078,134.92 20,513,822.64 20,367,863.02 Less: Non-business expenses 2,761,083.70 2,139,656.75 1,970,732.95 802,255.82 Incl. Loss from disposal of non-current assets 887,673.88 887,673.88 780,499.82 780,499.82 IV. Gross profit (“-“ for loss) 6,967,497.07 38,004,485.12 9,576,715.19 -71,063,110.85 Less: Income tax expenses 1,964,050.71 1,938,450.76 785,993.07 717,272.61 V. Net profit (“-“ for net loss) 5,003,446.36 36,066,034.36 8,790,722.12 -71,780,383.46 Net profit attributable to the owners of parent company 5,565,142.43 36,066,034.36 9,083,903.34 -71,780,383.46 Minor shareholders’ equity -561,696.07 -293,181.22 VI. Earnings per share: (I) Basic earnings per share 0.01 0.08 0.02 -0.15 (II) Diluted earnings per share 0.01 0.08 0.02 -0.15 VII. Other misc. incomes 0.00 0.00 0.00 0.00 VIII. Total of misc. incomes 5,003,446.36 36,066,034.36 8,790,722.12 -71,780,383.46 Total of misc. incomes attributable to the owners of the parent company 5,565,142.43 36,066,034.36 9,083,903.34 -71,780,383.46 Total misc gains attributable to the minor shareholders -561,696.07 -293,181.22 4.4 Cash Flow Statement from the beginning of year to the end of report term. Prepared by Chongqing Jianshe Motorcycle Co., Ltd. Jan-Sept 2009 in RMB Yuan Amount of the Current Term Amount of the Previous Term Items Consolidated Parent company Consolidated Parent companyChongqing Jianshe Motorcycle Co., Ltd. The 3rd Quarterly Report 2009 (Full Text) 8 I. Net cash flow from business operation Cash received from sales of products and providing of services 1,392,588,670.65 1,264,128,112.51 1,604,253,907.90 1,391,674,374.44 Net increase of customer deposits and capital kept for brother company Net increase of loans from central bank Net increase of inter-bank loans from other financial bodies Cash received against original insurance contract Net cash received from reinsurance business Net increase of client deposit and investment Net increase of trade financial asset disposal Cash received as interest, processing fee, and commission Net increase of inter-bank fund received Net increase of repurchasing business Tax returned 13,638,379.12 8,754,760.48 10,845,492.90 7,290.80 Other cash received from business operation 23,885,650.11 10,878,722.33 23,821,829.36 11,694,245.19 Sub-total of cash inflow from business activities 1,430,112,699.88 1,283,761,595.32 1,638,921,230.16 1,403,375,910.43 Cash paid for purchasing of merchandise and services 1,152,179,934.99 1,093,401,219.24 1,458,638,530.20 1,136,422,462.85 Net increase of client trade and advance Net increase of savings in central bank and brother company Cash paid for original contract claim Cash paid for interest, processing fee and commission Cash paid for policy dividend Cash paid to staffs or paid for staffs 113,539,689.68 83,985,785.08 111,771,265.01 79,444,057.14 Taxes paid 45,697,949.15 29,664,021.76 34,578,590.48 25,499,681.49 Other cash paid for business activities 76,701,848.32 13,182,049.40 70,441,585.36 17,599,246.53 Sub-total of cash outflow from business activities 1,388,119,422.14 1,220,233,075.48 1,675,429,971.05 1,258,965,448.01 Cash flow generated by business operation, net 41,993,277.74 63,528,519.84 -36,508,740.89 144,410,462.42 II. Cash flow generated by investing Cash received from investment retrieving Cash received as investment gains Net cash retrieved from disposal of fixed assets, intangible assets, and other long-term assets 3,853,919.45 3,643,582.60 5,744,595.75 5,570,595.75 Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received 184,791,587.08 184,787,012.05 3,126,878.94 1,382,905.64 Sub-total of cash inflow due to investment activities 188,645,506.53 188,430,594.65 8,871,474.69 6,953,501.39 Cash paid for construction of fixed assets, intangible assets and other long-term assets 150,289,291.01 147,004,868.44 99,366,547.85 91,016,921.47 Cash paid as investment Net increase of loan against pledge Net cash received from subsidiaries and other operational units Other cash paid for investment activities 1,141,230.84 1,029,198.41 2,900,000.00 2,900,000.00 Sub-total of cash outflow due to investment activities 151,430,521.85 148,034,066.85 102,266,547.85 93,916,921.47Chongqing Jianshe Motorcycle Co., Ltd. The 3rd Quarterly Report 2009 (Full Text) 9 Net cash flow generated by investment 37,214,984.68 40,396,527.80 -93,395,073.16 -86,963,420.08 III. Cash flow generated by financing Cash received as investment Incl. Cash received as investment from minor shareholders Cash received as loans 803,000,000.00 647,100,000.00 574,229,770.00 348,330,000.00 Cash received from bond placing Other financing-related cash received 2,804,960,311.37 3,978,787,446.57 1,282,566,884.63 2,147,317,577.50 Subtotal of cash inflow from financing activities 3,607,960,311.37 4,625,887,446.57 1,856,796,654.63 2,495,647,577.50 Cash to repay debts 660,373,000.00 506,473,000.00 599,990,000.00 401,090,000.00 Cash paid as dividend, profit, or interests 43,144,255.74 21,271,538.08 41,337,253.05 14,635,596.60 Incl. Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities 2,806,238,670.23 3,983,197,379.25 1,251,030,384.63 2,209,421,927.21 Subtotal of cash outflow due to financing activities 3,509,755,925.97 4,510,941,917.33 1,892,357,637.68 2,625,147,523.81 Net cash flow generated by financing 98,204,385.40 114,945,529.24 -35,560,983.05 -129,499,946.31 IV. Influence of exchange rate alternation on cash and cash equivalents -1,502,005.07 52,775.60 -2,596,473.98 -1,836,413.16 V. Net increase of cash and cash equivalents 175,910,642.75 218,923,352.48 -168,061,271.08 -73,889,317.13 Plus: Balance of cash and cash equivalents at the beginning of term 99,257,459.02 38,850,288.91 227,280,817.63 89,772,780.09 VI. Balance of cash and cash equivalents at the end of term 275,168,101.77 257,773,641.39 59,219,546.55 15,883,462.96 4.5 Auditors’ Report Auditor’s opinion: not audited. Chongqing Jianshe Motorcycle Co., Ltd. Mr. Cai Tao – Chairman of the Board October 21, 2009