建设摩托 2009 年第1 季度报告 1 重庆建设摩托车股份有限公司 CHONGQING JIANSHE MOTORCYCLE CO.,LTD. The 1st Quaterly Report 2009建设摩托 2009 年第1 季度报告 2 Chongqing Jianshe Motorcycle Co., Ltd. The 1st Quarterly Report 2009 §1 Important Declaration 1.1 The Board of Directors and the directors, the Supervisory Committee and the supervisors, and the senior executives 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 None of the directors is holding uncertain or objective attitude on the truthfulness, accuracy, and completeness of this quarterly report. 1.3 Director Yu Guhua, Sun Wei, and Hao Lin absented the 9th meeting of the 5th term of Board, they entrusted director Cai Tao, Wang Kun, and Cheng Yuanwei to vote in favor on their behalves respectively. 1.4 The financial report carried with the 1st Quarterly Report is not audited by CPAs. 1.5 Mr. Yu Guohua, the Chairman of Board, Mr. Tengfeng, the Financial Officer, and Mr. Cheng Fukai, 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 Ended this report term Ended previous year Changed by (%) Gross Assets 2,831,923,592.24 2,723,960,062.85 3.96% Owners’ Equity Attributable to the Parent Company 440,998,087.84 439,421,949.68 0.36% Share capital 477,500,000.00 477,500,000.00 Net asset per share attributable to the owners of the parent company 0.92356 0.92026 0.36% This report term Same period last year Changed by (%) Turnover 531,201,054.16 675,757,989.54 -21.39% Net profit attributable to the owners of parent company 503,738.16 1,227,811.16 -58.97% Cash flow generated by business operation, net 37,175,348.79 -15,303,131.57 342.93% Net Cash flow per share generated by business operation 0.07785 -0.03205 342.93% Basic gains per share 0.001 0.003 -66.67% Diluted gains per share 0.001 0.003 -66.67% Net earnings / asset 0.11% 0.43% -0.32% Net earnings / capital ratio after deducting of non-recurring gain/loss -1.77% -2.41% 0.64% Non-recurring gain and loss items Amount of the period from the beginning of year to the end of report term Gain/loss of non-current assets 771,018.82 Other non-business income and expenditures other than the above 7,533,206.51 Total 8,304,225.33建设摩托 2009 年第1 季度报告 3 Statements on non-recurring gain/loss items: Other non-business income includes RMB7,597,833.73 of government subsidy. 2.2 Total of shareholders and top-10 holders of current shares Total shareholders at the end of the report period 17636 Top Ten Shareholders of Negotiable Shares Full name of shareholder Negotiable shares held at the end of report term Share categories (A, B, H or others) Shanghai Hong Kong Wanguo Securities 1,088,700 Current B shares Wang Chuxin 577,000 Current B shares Zhang Xiuqiong 350,000 Current B shares Xu Shaolin 347,900 Current B shares Yuan Runyan 344,500 Current B shares Cai Zujian 300,000 Current B shares WANG,HUANSHENG 271,400 Current B shares Wei Shulan 270,095 Current B shares Liu Xingzhong 266,700 Current B shares Xie Ying 262,820 Current B shares §3 Significant Events 3.1 Details and causations of major change in major accounting subjects and financial indices √ applicable □ not applicable 1. Inventory: inventory in the report term has increased by 44.77% over the end of previous year, which was caused by increasing of inventory responding to the “Promotion plan of automobile and motorcycle to the countryside” of the national government. 2. Account received in advance: increased by 51.28% over the end of previous year, which was caused by increasing of orders from clients. 3. Special payables: decreased by 35.50% from the end of previous year, which was caused by partial transferring of moving losses. 4. Management expenses: decreased by 34.38% from the same period of last year, which was caused by decreasing of technology transfer fee, and enhancing of cost control. 5. Financial expenses: decreased by 81.70% from the same period of last year, which was caused by decreasing of loan interest and exchange loses. 6. Business tax and surtax: increased by 58.89% over the same period of last year, which was caused by increasing of sales of motorcycles in the country. 7. Investment gains: decreased by 159.03% from the same period of last year, which was caused by decrease of net profit of Chongqing YAMAHA Motorcycle Co., Ltd. and Zhuzhou Jianshe YAMAHA Co., Ltd. 8. Net cash flow from business operation: increased by 342.93% over the same period of last year, which was caused by increasing of account received in advance.建设摩托 2009 年第1 季度报告 4 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 Other major events need to be explained 3.5.1 Investment in securities □applicable √ not applicable 3.5.2 Holding of shares in other listed companies √ applicable □ not applicable Stock Code Stock ID Initial investment Share portion Book value at the end of term Gain/loss of the report term Change of owners’ equity in the report term 000536 Min Mindong 806,400.00 0.23% 2,424,800.00 1,072,400 1,072,400 Total 806,400.00 - 2,424,800.00 1,072,400 1,072,400 3.5.3 Reception of investigation, communication and visiting No such investigation, communication or visiting happened in the report term.建设摩托 2009 年第1 季度报告 5 §4 Attachments 4.1 Balance Sheet Prepared by: Chongqing Jianshe Motorcycle Co., Ltd. March 31, 2009 in RMB yuan Balance at the Items Consolidated P eanrde notf ctoemrmp any BCaolnansoclei daat ttehde begPianrneinntg c oomf ypeaanry Current asset: Monetary capital 662,573,643.80 463,888,193.40 655,689,499.52 290,589,929.93 Settlement provision Outgoing call loan Transactional financial assets Notes receivable 89,678,048.14 770,000.00 85,162,740.70 1,937,070.00 Account receivable 148,950,552.88 6,265,339.64 133,289,191.60 11,403,417.88 Prepayment 196,274,191.94 153,516,415.61 153,406,071.47 120,207,407.20 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable Dividend receivable Other account receivable 131,631,491.68 179,417,817.13 187,024,743.83 320,808,578.26 Repurchasing of financial assets Inventories 285,048,159.79 93,771,608.38 196,891,648.70 57,876,449.31 Non-current asset due in 1 year Other current asset Total of current asset 1,514,156,088.23 897,629,374.16 1,411,463,895.82 802,822,852.58 Non-current assets Loans and payment on other’s behalf disbursed Disposable financial asset 2,424,800.00 1,352,400.00 Expired investment in possess Long-term receivable Long-term share equity investment 584,673,492.69 734,398,221.15 585,145,993.61 734,870,722.07 Investment real estate Fixed assets 545,215,802.61 343,239,915.34 556,672,006.13 350,762,991.73 Construction in process 31,039,655.59 31,026,144.63 23,933,192.72 23,917,603.72 Engineering goods Fixed asset disposal Production physical assets Gas & petrol Intangible assets 93,732,654.95 69,167,835.19 94,070,298.02 69,369,460.33 R&D expense 35,331,395.57 35,331,395.57 32,859,696.78 32,859,696.78 Goodwill Long-term amortizable expenses 16,747,740.31 4,064,226.07 9,860,617.48 4,580,578.92 Differed income tax asset 6,153,962.29 6,153,962.29 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 1,317,767,504.01 1,223,381,700.24 1,312,496,167.03 1,222,515,015.84 Total of assets 2,831,923,592.24 2,121,011,074.40 2,723,960,062.85 2,025,337,868.42建设摩托 2009 年第1 季度 报告 6 Current liabilities Short-term loans 688,800,000.00 403,900,000.00 590,831,360.15 333,000,000.00 Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities Notes payable 939,825,890.00 603,870,000.00 928,630,000.00 502,000,000.00 Account payable 455,717,394.97 340,369,541.79 488,399,907.16 250,225,686.02 Prepayment received 108,635,279.92 2,232,246.15 71,809,539.53 1,221,094.67 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 1,969,356.73 1,681,708.00 2,674,838.65 2,373,690.25 Tax payable 126,313,401.47 127,249,229.54 123,266,751.67 127,666,251.10 Interest payable Dividend payable Other account payable 36,634,685.84 83,546,706.59 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 2,357,896,008.93 1,562,849,432.07 2,235,129,073.43 1,427,243,843.54 Non-current liabilities Long-term borrowings Bond payable Long-term payable Special payable 29,660,820.33 35,793,185.25 45,982,500.00 45,982,500.00 Expected liabilities Differed income tax liability Other non-recurring liabilities Total of non-current liabilities 29,660,820.33 35,793,185.25 45,982,500.00 45,982,500.00 Total of liability 2,387,556,829.26 1,598,642,617.32 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 591,252,917.59 588,240,294.29 590,180,517.59 588,240,294.29 Less: Shares in stock Surplus reserves 125,686,000.00 125,686,000.00 125,686,000.00 125,686,000.00 Common risk provision Retained profit -753,440,829.75 -669,057,837.21 -753,944,567.91 -639,314,769.41 Different of foreign currency translation Total of owner’s equity belong to the parent company 440,998,087.84 522,368,457.08 439,421,949.68 552,111,524.88 Minor shareholders’ equity 3,368,675.14 3,426,539.74 Total of owners’ equity 444,366,762.98 522,368,457.08 442,848,489.42 552,111,524.88 Total of liabilities and owners’ equity 2,831,923,592.24 2,121,011,074.40 2,723,960,062.85 2,025,337,868.42建设摩托 2009 年第1 季度报告 7 4.2 Income Statement Prepared by: Chongqing Jianshe Motorcycle Co., Ltd. Jan-Mar 2009 RMB Yuan Amount of the Current Term Amount of the Previous Term Items Consolidated Parent company Consolidated Parent company I. Total revenue 531,201,054.16 532,989,146.92 675,757,989.54 499,731,871.59 Incl. Business income 531,201,054.16 532,989,146.92 675,757,989.54 499,731,871.59 Interest income Insurance fee earned Fee and commission received II. Total business cost 538,584,549.36 570,690,905.86 682,984,692.81 518,762,009.33 Incl. Business cost 475,697,743.96 545,068,081.12 592,164,933.14 468,604,521.42 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 9,184,890.14 8,942,266.37 5,780,712.44 4,984,927.52 Sales expense 34,382,122.36 4,494,613.08 42,964,278.75 26,783,791.61 Administrative expense 16,113,592.23 8,904,969.60 24,557,260.78 15,775,436.38 Financial expenses 3,206,200.67 3,280,975.69 17,517,507.70 2,613,332.40 Asset impairment loss Plus: Gains from change of fair value (“-“ for loss) Investment gain (“-“ for loss) -472,500.92 -472,500.92 800,478.22 800,478.22 Incl. Investment gains from affiliates -472,500.92 -472,500.92 800,478.22 800,478.22 Gains from currency exchange (“-“ for loss) III. Operational profit (“-“ for loss) -7,855,996.12 -38,174,259.86 -6,426,225.05 -18,229,659.52 Plus: Non business income 8,743,808.06 8,712,508.06 8,552,105.17 8,425,375.17 Less: Non-business expenses 439,582.73 281,316.00 491,435.96 463,974.03 Incl. Loss from disposal of non-current assets 236,200.00 236,200.00 463,218.03 463,974.03 IV. Gross profit (“-“ for loss) 448,229.21 -29,743,067.80 1,634,444.16 -10,268,258.38 Less: Income tax expenses 2,355.65 59,801.42 V. Net profit (“-“ for net loss) 445,873.56 -29,743,067.80 1,574,642.74 -10,268,258.38 Net profit attributable to the owners of parent company 503,738.16 -29,743,067.80 1,227,811.16 -10,268,258.38 Minor shareholders’ equity -57,864.60 346,831.58 VI. Earnings per share: (I) Basic earnings per share 0.001 -0.06 0.003 -0.022 (II) Diluted earnings per share 0.001 0.003 -0.022建设摩托 2009 年第1 季度报告 8 4.3 Cash Flow Statement Prepared by: Chongqing Jianshe Motorcycle Co., Ltd. Jan-Mar 2009 RMB Yuan Items CAonmsooluindta toefd t he CPaurrerennt tc Toemrpma ny CAomnsooulindt aotef dth e PParerevniot ucso mTepramny I. Net cash flow from business operation Cash received from sales of products and providing of services 500,482,171.92 436,699,188.02 589,738,387.82 395,215,225.55 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 11,589,824.48 8,397,281.93 1,822,089.36 Other cash received from business operation 6,015,441.21 2,899,590.23 9,759,744.41 2,204,206.65 Sub-total of cash inflow from business activities 518,087,437.61 447,996,060.18 601,320,221.59 397,419,432.20 Cash paid for purchasing of merchandise and services 408,606,367.59 333,004,678.45 544,310,848.74 360,879,461.44 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 40,088,180.99 30,478,189.02 36,760,517.59 26,221,408.19 Taxes paid 12,990,121.52 10,636,071.44 12,276,882.94 9,081,793.40 Other cash paid for business activities 19,227,418.72 3,778,365.91 23,275,103.89 6,046,230.47 Sub-total of cash outflow from business activities 480,912,088.82 377,897,304.82 616,623,353.16 402,228,893.50 Cash flow generated by business operation, net 37,175,348.79 70,098,755.36 -15,303,131.57 -4,809,461.30 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 637,980.68 636,980.68 670,642.46 670,642.46 Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received 503,647.95 503,647.95 -1,238,361.68 -1,238,361.68 Sub-total of cash inflow due to investment activities 1,141,628.63 1,140,628.63 -567,719.22 -567,719.22 Cash paid for construction of fixed assets, intangible assets and other long-term assets 15,472,718.03 14,622,817.82 13,042,339.43 9,599,258.23 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 Sub-total of cash outflow due to investment activities 15,472,718.03 14,622,817.82 13,042,339.43 9,599,258.23 Net cash flow generated by investment -14,331,089.40 -13,482,189.19 -13,610,058.65 -10,166,977.45 III. Cash flow generated by financing Cash received as investment Incl. Cash received as investment from minor shareholders Cash received as loans 287,900,000.00 192,000,000.00 265,930,000.00 169,930,000.00 Cash received from bond placing Other financing-related cash received 1,180,433,251.36 1,848,444,497.15 396,462,815.53 919,526,255.02 Subtotal of cash inflow from financing activities 1,468,333,251.36 2,040,444,497.15 662,392,815.53 1,089,456,255.02 Cash to repay debts 182,000,000.00 121,100,000.00 197,621,016.02 129,100,000.00 Cash paid as dividend, profit, or interests 16,179,908.56 9,422,030.23 14,640,795.85 5,036,435.79建设摩托 2009 年第1 季度报告 9 Incl. Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities 1,232,930,601.11 1,894,395,642.13 471,100,817.58 887,470,235.45 Subtotal of cash outflow due to financing activities 1,431,110,509.67 2,024,917,672.36 683,362,629.45 1,021,606,671.24 Net cash flow generated by financing 37,222,741.69 15,526,824.79 -20,969,813.92 67,849,583.78 IV. Influence of exchange rate alternation on cash and cash equivalents -916,926.40 24,513.53 -1,283,312.61 -747,704.38 V. Net increase of cash and cash equivalents 59,150,074.68 72,167,904.49 -51,166,316.75 52,125,440.65 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 158,407,533.70 111,018,193.40 176,114,500.88 141,898,220.74 4.4 Auditors’ Report Auditor’s opinion: not audited. Chongqing Jianshe Motorcycle Co., Ltd. Mr. Yu Guohua, Chairman of Board April 23, 2009