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公司公告

江 铃B:2009年半年度报告(英文版)2009-08-24  

						Jiangling Motors Corporation, Ltd.

    2009 Half-year Report

    Contents

    Section I JMC’s Basic Information 2

    Section II Share Capital Changes & Main Shareholders 4

    Section III Directors, Supervisors, Senior Management 5

    Section IV Management Discussions and Analysis 6

    Section V Major Events 11

    Section VI Financial Statements 18

    Section VII Catalog on Documents for Reference 64

    Important Note: The Board of Directors and its members, the Supervisory Board and

    its members, and the senior executives are jointly and severally liable for the

    truthfulness, accuracy and completeness of the information disclosed in the report and

    undertake that the information disclosed herein does not contain false statements,

    misrepresentations or major omissions.

    Chairman Wang Xigao, President Yuan-Ching Chen, CFO Joseph Verga and Chief of

    Finance Department, Wu Jiehong, ensure that the Financial Statements in this

    Half-year Report are truthful and complete.

    The Half-year Financial Statements have not been audited.

    All financial data in this report are prepared under International Financial Reporting

    Standards (‘IFRS’) unless otherwise specified.

    The Half-year Report is prepared in Chinese and English. In the event of any

    discrepancy, the Chinese version will prevail.

    Abbreviations:

    EVP Executive Vice President

    CFO Chief Financial Officer

    VP Vice President2

    Section I JMC’s Basic Information

    I. Brief Introduction

    Company name in Chinese: 江铃汽车股份有限公司

    Company name in English: Jiangling Motors Corporation, Ltd.

    Abbreviation: JMC

    Place of listing: Shenzhen Stock Exchange

    Share’s name: Jiangling Motors Jiangling B

    Share’s code: 000550 200550

    JMC’s registered address and head office’s address: 509, Northern Yingbin

    Avenue, Nanchang City, Jiangxi Province, P.R.C.

    Postcode: 330001

    Internet web site: http://www.jmc.com.cn

    Legal representative of JMC: Mr. Wang Xigao

    Board Secretary: Mr. Wan Hong

    Board securities affair representative: Mr. Quan Shi

    Contact address: Jiangling Motors Corporation, Ltd., 509, Northern Yingbin Avenue,

    Nanchang City, Jiangxi Province, P.R.C.

    Telephone: 0791-5266178

    Fax: 0791-5232839

    E-mail: relations@jmc.com.cn

    Persons for financial information disclosure: Mr. Joseph Verga

    (Tel: 0791-5266503)

    Newspapers for information disclosure: China Securities, Securities Times, Hong

    Kong Commercial Daily

    Website designated by CSRC for publication of JMC’s Half-year Report:

    http://www.cninfo.com.cn

    Place for placing Half-year Report: Securities Department, Jiangling Motors

    Corporation, Ltd.

    Other Information:

    1. JMC was registered with Nanchang Municipal Bureau of Industrial & Commercial

    Administration on November 28, 1993. The company registration was changed

    with Jiangxi Provincial Bureau of Industrial & Commercial Administration on

    January 8, 1997, on October 25, 2003, on September 23, 2004, on January 11, 2006

    and on June 21, 2007.

    2. Business License Registration Number: 002473.

    3. Taxation Registration Number:

    (State Administration of Taxation) 360108612446943

    (Nanchang Local Taxation) 3601046124469433

    II. Operating Highlights

    Unit: RMB ’000

    At the end of

    reporting period*

    At the end of the

    previous year Change (%)

    Total assets 7,055,561 5,963,778 18.31

    Shareholder’s equity Attributable

    to the Equity Holders of the

    Company

    4,221,270 4,050,382 4.22

    Share Capital 863,214 863,214 0

    Net Assets Per Share Attributable

    to the Equity Holders of the

    Company (RMB)

    4.89 4.69 4.22

    Reporting period

    (2009 first half)*

    Same period

    last year* Change (%)

    Revenue 4,722,446 4,584,730 3.00

    Operating Profit 524,050 595,975 -12.07

    Profit Before Income Tax 546,271 623,991 -12.46

    Profit Attributable to the Equity

    Holders of the Company 429,852 530,488 -18.97

    Basic Earnings Per Share (RMB) 0.50 0.61 -18.97

    Diluted Earnings Per Share (RMB) 0.50 0.61 -18.97

    Return on Net Asset Ratio (%) 10.18 13.97 Down 3.79

    percentage points

    Net Cash Generated From

    Operating Activities 1,739,290 319,607 444.20

    Net Cash Flow Per Share from

    Operating Activities (RMB) 2.01 0.37 444.20

    *Unaudited financial indexes.

    Impact of IFRS adjustments on the profit for the period:

    Unit: RMB

    Shareholder’s

    equity Attributable

    to the Equity

    Holders of the

    Company

    Profit Attributable

    to the Equity

    Holders of the

    Company

    June 30, 2009 2009 first half

    As Prepared under the China GAAP** 4,224,114,360 432,696,914

    Adjustment per IFRS:

    Staff bonus and welfare fund appropriated

    from net profit of a subsidiary -2,844,346 -2,844,346

    As Restated in Conformity with IFRS 4,221,270,014 429,852,568

    ** Based on the financial statements prepared by JMC under the China GAAP.4

    Section II Share Capital Changes and Main Shareholders

    I. Table of the changes of shareholding structure

    Before the change Change (+, -) After the change

    Shares

    Proportion

    of total

    shares (%)

    New

    shares

    Bonus

    Shares

    Reserveconverted

    shares

    Others Subtotal Shares

    Proportion

    of total

    shares (%)

    I. Limited tradable A

    shares 271,372,145 31.44% -268,130,600 -268,130,600 3,241,545 0.38%

    1.State-owned shares

    2. State-owned legal

    person shares 267,854,600 31.03% -267,854,600 -267,854,600 0 0

    3. Other domestic shares 3,517,545 0.41% -276,000 -276,000 3,241,545 0.38%

    Including:

    Domestic legal person

    shares 3,513,000 0.41% -276,000 -276,000 3,237,000 0.37%

    Domestic natural person

    shares 4,545 - 4,545 -

    II. Unlimited tradable

    shares 591,841,855 68.56% 268,130,600 268,130,600 859,972,455 99.62%

    1. A shares 247,841,855 28.71% 268,130,600 268,130,600 515,972,455 59.77%

    2. B shares 344,000,000 39.85% 344,000,000 39.85%

    III. Total 863,214,000 100% 863,214,000 100%

    Note: As of May 20, 2009, the trading restriction on parts of the limited tradable A

    shares was relieved thereby causing the changes in shareholding structure.

    II. Total shareholders, top ten shareholders, and top ten shareholders holding

    unlimited tradable shares

    Total

    shareholders

    JMC had 33,205 shareholders, including 23,690 A-share holders and

    9,515B-share holders, as of June 30, 2009.

    Top ten shareholders

    Shareholder

    Name

    Shareholder

    Type

    Shareholding

    Percentage

    (%) Shares

    Shares with

    Trading

    Restriction

    Shares

    Due to

    Mortgage

    or Frozen

    Jiangling Motor

    Holding Co., Ltd.

    (“JMH”)

    State-owned

    legal person

    41.03 354,176,000 - -

    Ford Motor

    Company

    (‘Ford’)

    Foreign

    legal person

    30 258,964,200 - -

    Shanghai

    Automotive Co.,

    Ltd.

    State-owned

    legal person

    2.05 17,692,500 - -

    Bosera Thematic

    Sector Equity

    Securities

    Investment Fund

    Domestic non

    -state-owned

    legal person

    1.54 13,304,508 - -

    Bosera Emerging

    Growth

    Securities

    Investment Fund

    Domestic non

    -state-owned

    legal person

    1.16 10,045,143 - -

    Dragon Billion

    China Master

    Fund

    Foreign

    legal person

    1.13 9,775,590 - -5

    China Post

    Growth

    Securities

    Investment Fund

    Domestic non

    -state-owned

    legal person

    0.60 5,217,574 - -

    Abn Amro Teda

    Evaluation

    Securities

    Investment Fund

    Domestic non

    -state-owned

    legal person

    0.55 4,704,540 - -

    National Social

    Security Fund-

    Portfolio 102

    Domestic non

    -state-owned

    legal person

    0.52 4,476,400 - -

    Lion Wealth

    Increase Stock

    Investment Fund

    Domestic non

    -State-owned

    legal person

    0.46 4,000,000 - -

    Top ten shareholders holding unlimited tradable shares

    Shareholder Name Shares without Trading Restriction Share Type

    Jiangling Motor Holding Co., Ltd. 354,176,000 A share

    Ford Motor Company 258,964,200 B share

    Shanghai Automotive Co., Ltd. 17,692,500 A share

    Bosera Thematic Sector Equity

    Securities Investment Fund

    13,304,508 A share

    Bosera Emerging Growth

    Securities Investment Fund

    10,045,143 A share

    Dragon Billion China Master

    Fund

    9,775,590 B share

    China Post Growth Securities

    Investment Fund

    5,217,574 A share

    Abn Amro Teda Evaluation

    Securities Investment Fund

    4,704,540 A share

    National Social Security Fund-

    Portfolio 102

    4,476,400 A share

    Lion Wealth Increase Stock

    Investment Fund

    4,000,000 A share

    Notes on association among

    above-mentioned shareholders

    Bosera Thematic Sector Equity Securities Investment Fund,

    Bosera Emerging Growth Securities Investment Fund and

    National Social Security Fund- Portfolio 102 are in custody of

    Bosera Fund Management Co., Ltd.

    Section III Directors, Supervisors and Senior Management

    I. There was no change in the status of JMC directors, supervisors and senior

    management holding JMC shares in the reporting period.

    II. Changes of Directors, Supervisors and Senior Management During the Reporting

    Period

    Director Changes:

    The fourth session of the sixth Board held on March 31, 2009 approved the following

    resolution: whereas Mr. Mei Wei Cheng resigned from Vice Chairman position with6

    the Company, the Board of Directors elected Mr. Robert J. Graziano as Vice

    Chairman of the Company.

    Upon Mr. Mei Wei Cheng’s resignation from his directorship in the Company, Mr.

    Yuan-Ching Chen was elected on June 25, 2009 as a Director of the Company at the

    2008 Annual Shareholders’ Meeting.

    Senior Management Changes:

    The fourth session of the sixth Board held on March 31, 2009 approved the following

    resolutions: accepted Mr. Mustafa Menku’s resignation from the Vice President

    position with the Company, and appointed Mr. Ravichandran Swaminathan as a Vice

    President of the Company per President Yuan-Ching Chen’s nomination.

    The fifth session of the sixth Board held on June 25, 2009 approved the following

    resolution: appointed Mr. Peter John Dowding as a Vice President of the Company

    per President Yuan-Ching Chen’s nomination.

    Section IV Management Discussion and Analysis

    I. Operating Results

    JMC’s core business is production and sales of light vehicles and related components.

    Its major products include JMC series light truck and pickup, and Transit series

    commercial vehicles. The Company also produces engines, casting and other

    components.

    In First Half of 2009, China’s economy recovered from the global financial crisis

    faster than anticipated with the assistance of the government stimulus economic

    policy. JMC achieved record sales volume of 53,327 units including 22,352 JMC

    series light trucks, 16,761 JMC series pickups and SUV, and 14,214 Ford Transit

    series commercial vehicles. Total sales volume was up 2.55% from same period last

    year. Total production volume was 52,002 units, including 21,704 JMC series light

    trucks, 15,926 JMC series pickups and SUV, and 14,372 Transits.

    The Company’s sales increase is primarily explained by industry increases. JMC

    series light truck sales volume increased 6% compared with same period last year,

    JMC series pickup and SUV sales volume increased 3%, Transit sales volume

    decreased by 4%.

    In First Half of 2009, the Company achieved a share of about 0.9% of the Chinese

    automotive market, decreasing by 0.1 percentage points compared with same period

    last year. In First Half of 2009, the Company achieved a share of about 2.1% of the

    Chinese commercial automotive market, decreasing by 0.3 percentage points from

    same period last year. JMC’s share of commercial automotive market declined

    because the mini segment share of the commercial vehicle market increased from

    36.5% to 48.1%. Mini share growth was stimulated by government incentives. JMC

    has maintained or grown its share of the commercial vehicle segments in which it

    competes. JMC light trucks (including pickup) accounted for 5.1% of the light truck

    market, maintaining the same level compared with same period last year. Transit

    achieved 13.5% share of the light bus market, about 1.5 percentage points higher than7

    the same period last year. (Data source for above analysis: China Association of

    Automobile Manufacturers and the Company sales records)

    II. Financial Results

    The Table summarizes revenue & cost of goods sold from core business:

    Unit: RMB ’000

    Product Turnover

    Cost from

    core

    business

    Gross

    Margin

    (%)

    Turnover

    change from

    the same

    period last

    year (%)

    Costs in core

    business

    change from

    the same

    period last

    year (%)

    Gross margin

    change from the

    same period last

    year (%)

    I. Vehicles 4,370,152 3,288,767 24.7% 5.1 4.9 0.1

    II. Components 301,927 226,751 24.9% -4.1 -6.6 2.0

    Total 4,672,079 3,515,518 24.8% 4.4 4.0 0.3

    Involving:

    related party

    transactions

    297,217 241,735 18.7% -39.3 -38.2 -1.4

    Pricing

    principle of

    related party

    transactions

    Market Price

    Details pertaining to core business classified according to region:

    Unit: RMB ’000

    Region Turnover Turnover change from the same

    period last year (%)

    North-east China 222,810 -0.2

    North China 468,927 -1.0

    East China 2,314,831 -2.7

    South China 726,443 14.6

    Central China 385,778 16.4

    North-west China 226,526 25.8

    South-west China 326,764 29.4

    Revenue in First Half of 2009 was RMB 4,722 million, up 3% from same period last

    year. This increase primarily reflects higher vehicle sales volume, partially offset by

    price reduction.

    Under International Financial Reporting Standards, net profits were RMB 430 million,

    down RMB 100 million from same period last year. Excluding other one-time items

    which occurred in 2008 (primarily government grants), net profits increased by 17%

    compared with the same period in 2008. Higher gross profit derived from volume

    increases and cost reductions was partially offset by price reduction. Distribution

    costs decreased by RMB 47 million, down 13% from same period last year, primarily

    reflecting absence of new product launch in first half of 2009. Other income8

    decreased by RMB 165 million, down 99% from same period last year, primarily

    reflecting a 2008 one-time gain derived from government grants for the Xiaolan site.

    Cash flow from operations was positive RMB 1,739 million, reflecting profitability

    and operating-related changes targeted at improving JMC’s balance sheet and cash

    position. Cash flow from investing activities was negative RMB 158 million,

    primarily reflecting spending for capital goods such as facilities, equipment and

    tooling. Financing cash flow was negative RMB 14 million, primarily reflecting bank

    loan reduction and interest expenses.

    At the end of June 2009, Company cash and cash equivalents totaled RMB 3,079

    million, up RMB 1,567 million from the end of 2008. The balance of bank borrowing

    was RMB 33 million, down RMB 14 million from the end of 2008.

    Total assets were RMB 7,056 million, up 18% from RMB 5,964 million at year-end

    2008, primarily reflecting higher cash. The assets structure primarily remains

    unchanged from 2008 but continues to become healthier.

    Total liabilities were RMB 2,716 million, up RMB 903 million from at year-end 2008,

    primarily reflecting dividend payment accrual and higher accounts payable due to

    higher production volume and investment.

    Shareholder equity, including minority interest, was RMB 4,340 million at June 30,

    2009, up RMB 189 million from year-end 2008. This increase is explained by net

    profit earned in the reporting period, partially offset by dividend payment accrual.

    III. Operational Challenges and Resolutions

    In First Half of 2009, the Company continued to face competitive challenges with

    new product entries and intensifying cost pressures. The Company focused on

    initiating new product development and expanding production capacity, with

    appropriate assessment of the existing market conditions and future trend analysis.

    Regarding competition, the Company continued to experience market share pressure

    from lower-priced competitors in all of its segments. In response, the Company

    lowered price for Diesel Stage II Pickup 2007 model in Quarter 4 2008, and the

    Diesel Stage III Pickup 2007 model and N301 Diesel Pickup models in Quarter 2

    2009. Additionally, proactive marketing plans were initiated to help generate sales.

    The Company also accelerated development of second Tier markets and enhanced its

    customer purchase experience.

    In response to the global financial crisis, the company continued to focus on (1)

    ensuring steady cash flow, (2) defending market share and accelerating sales

    promotion for support both present and new products, (3) leveraging the government

    market stimulus plan, (4) fully leveraging the latest developments associated with

    reduced cost of global primary commodity prices to reduce component prices, (5)

    balancing management of controllable expenses, including operating, capacity-related,

    and new product development-related spending, while ensuring that the company’s

    long term development remains consistent with company objectives, and (6)

    strengthening corporate governance and application of appropriate risk assessment

    and control mechanisms.9

    The company anticipates continued market pressures including a rebound in raw

    material prices, competitive vehicle price reduction, new vehicle entries in selected

    market segments, government policy revisions and more stringent regulatory

    requirements.

    The Company continues to leverage previously established processes and work

    groups to reduce existing production cost and eliminate operating waste throughout

    the enterprise. Additionally, we are providing emphasized focus on maximizing part

    sourcing localization and cost reduction for the new products to be introduced in 2009.

    The company’s management remains focused on (1) leveraging existing product

    platforms to generate new revenue streams, (2) introducing new products, and (3)

    expanding production capacity as appropriate and consistent with changing market

    forecasts. The Company continues to execute several approved major projects with

    the support of our technology partners. These programs include the N900 project (the

    next generation truck product which is developed independently), the N350 project

    (the next generation Pickup and SUV vehicle product which is developed

    independently), the N800 project (the next generation truck product which is

    developed independently), the A4 Press Line and the JX4D24, E802 engine

    manufacturing projects which support our vehicles with locally produced sheet metal

    stampings and engines to meet future regulatory requirements. These actions will

    introduce competitive and profitable products into the light commercial vehicle

    market as soon as possible and will effectively upgrade manufacturing capability.

    Finally, the company is continuing its efforts to ensure sustainable growth, including

    studying opportunities for adding incremental products and expanding export and

    OEM sales.

    IV. Investment in the Reporting Period

    1. In First Half year of 2009, JMC did not raise equity funding, nor did it use equity

    funding raised in previous years.

    2. Self funded major projects:

    Project Name

    Total

    Investment

    Estimate

    (RMB Mils)

    Spending To

    Date

    (RMB Mils)

    Future Investment

    Forecast

    (RMB Mils)

    Planned

    Completion

    Date

    N800 725 44 681 Second Half,

    2012

    N350 598 307 291 Second Half,

    2010

    A4 Press Line 384 74 310 First Half,

    2010

    JX4D24 Engine 350 311.7 13.3 Second Half,

    2009

    JX4D24 Engine

    Phase II

    315 0.3 314.7 Second Half,

    2011

    N900 250 169 81 Second Half,

    2009

    Frame Press

    Machine

    53 41.3 11.7 Second Half,

    200910

    Vehicle storage and

    delivery facility

    Phase I

    35 4.4 30.6 First Half,

    2010

    JX4D24 Engine for

    N350

    30 14 16 Second Half,

    2009

    High Speed CNC

    Milling Machine 11.7

    0.8 10.9 First Half,

    2010

    PDM Program 10.5 4.7 5.8 Second Half,

    2010

    V348 2010 MY

    Program

    17 1 16 First Half,

    2010

    E802 Engine

    Program

    419 2 417 First Half,

    2012

    V348 A4 Line Die

    Modification

    Program

    10 - 10 Second Half,

    2010

    V348 China Stage

    IV Heavy Duty

    Truck Program

    59 26 33 Second Half,

    2010

    Stage V and VI

    Emissions Facilities

    Program

    26.6 - 26.6 Second Half,

    2010

    Total 3,293.8 1,000.2 2,268.6

    The Spending will be funded from cash reserves.

    V. 2009 Second Half Year Plan

    The Company is projecting revenue in the range of RMB 4,000 to 5,000 million for

    the Second Half of 2009. Intensified competition resulting from new market entries

    and the launch of news models will require increased levels of marketing expense to

    support market share expansion. Additionally, R&D and capital expenditures are

    projected to be higher as we progress with new product programs and capacity

    expansion actions.

    In the Second Half, the Company continues to focus on generating cash and profits,

    enhance formulation of new product development strategies, and execute plans for

    future growth. Specific actions include:

    i. Accelerate efforts to strengthen our brand image by enhancing the Company's

    distribution network, including distribution network expansion and improving

    customer sales service.

    ii. Work with technology partners to execute the N900, JX4D24, N350, N800, E802,

    V348 Heavy Duty Stage IV and A4 Press Line projects, and continue to expand

    production capacity.

    iii. Increase cost reduction efforts by focusing on customer value and eliminating

    waste.

    iv. Develop product plans to add new products for introduction in the Chinese

    market.

    v. Expand the export and OEM component sales business.11

    Section V Major Events

    I. Status of the Corporate Governance in JMC

    During the reporting period, the Company continued to operate its corporate

    governance in compliance with the Company Law, the Securities Law, the Code of

    Corporate Governance for Listed Companies in China, as well as relevant laws and

    regulations. Generally, the actual situation of the corporate governance in JMC meets

    the requirements of the laws and regulations promulgated by CSRC.

    II. Execution of Profit Distribution Plan

    The 2008 Annual Shareholders’ Meeting of the Company approved the 2008 calendar

    year profit distribution plan on June 25, 2009. Announcement of 2008 calendar year

    dividend distribution was published in China Securities, Securities Times and Hong

    Kong Commercial Daily on July 11, 2009, and it has been executed accordingly.

    The 2008 calendar year dividend distribution plan was as follows:

    Based on the total share capital of 863,214,000 shares, cash dividend of RMB 3

    (before tax) per 10 shares is to be distributed to shareholders. Individual shareholders,

    investment funds and qualified foreign institutional investors holding the Company’s

    A shares will receive an after-tax cash dividend of RMB 2.7 per 10 shares, and the

    cash dividend for B-share holders is not subject to taxation at present. For other

    non-resident enterprises, the Company will not withhold nor pay the income tax on

    their behalf, and the taxpayer shall pay the tax in the place where the income is

    received. The cash dividends on B shares shall be paid in Hong Kong Dollars

    converted at HKD1.00 = RMB0.8816, reflecting the mid point between the exchange

    rates for the HK dollar and RMB quoted by the People’s Bank of China on the first

    business day (June 26, 2009) immediately after the relevant resolutions were passed at

    the Company’s Shareholders’ Meeting.

    Equity record date and ex-dividend date for A shares were July 17 and July 20, 2009

    respectively; last trading date, ex-dividend date and equity record date for B shares

    were July 17, July 20, and July 22, 2009 respectively.

    JMC did not convert capital reserves into share capital in the reporting period.

    III. JMC had no major litigation or arbitration issues in the reporting period.

    IV. JMC did not acquire or sell operation during the reporting period.

    V. Major related party transactions

    1. Related party transactions for purchase of commodities and services in the

    reporting period

    (1) JMC purchased certain raw materials, auxiliary materials and components from

    related parties. Transactions with half-year value over RMB 15 million are listed12

    bellow:

    Transaction Parties Pricing

    Principle

    Settlement

    Method

    Amount

    (RMB ’000)

    % of Total

    Purchases

    Jiangxi Jiangling Chassis

    Company

    Contracted

    price

    60 days after

    delivery

    149,328 4.91

    Nanchang Bao-jiang Steel

    Processing & Distribution

    Co., Ltd.

    Contracted

    price

    Prepayment 145,755 4.79

    JMCG Interior Trim Factory Contracted

    price

    60 days after

    delivery

    128,737 4.23

    GETRAG (Jiangxi)

    Transmission Company

    Contracted

    price

    60 days after d

    elivery

    117,157 3.85

    Jiangling-Lear Interior Trim

    Factory

    Contracted

    price

    60 days after

    delivery

    83,290 2.74

    Ford Contracted

    price

    Letter of credit 79,867 2.62

    JMCG Contracted

    price

    60 days after

    delivery

    71,095 2.34

    Visteon Climate Control

    (Nanchang) Co., Ltd.

    Contracted

    price

    60 days after

    delivery

    52,593 1.73

    Jiangxi Specialty Vehicles

    Jiangling Motors Group Co.,

    Ltd.

    Contracted

    price

    Monthly Netting

    off payment of

    purchased goods

    42,865 1.41

    Nanchang Jiangling

    Huaxiang Auto Components

    Co.

    Contracted

    price

    60 days after

    delivery

    40,346 1.33

    Jiangxi JMCG Industrial

    Company

    Contracted

    price

    60 days after

    delivery

    25,522 0.84

    (2) The sales of products by JMC to related parties with half-year value over RMB

    15 million are listed bellow:

    Transaction Parties Pricing

    Principle

    Settlement

    Method

    Amount

    (RMB’000)

    % of Total Sales

    Revenue

    JMCG Import and Export Co.,

    Ltd.

    Contracted

    price

    30 days after

    delivery 196,530 4.16

    Jiangxi Specialty Vehicles

    Jiangling Motors Group Co.,

    Ltd.

    Contracted

    price

    Monthly

    Netting off

    payment of

    purchased

    goods

    47,543 1.01

    JMCG Interior Trim Factory Contracted

    price

    Consignment

    after receiving

    payment of

    purchased

    goods

    21,404 0.45

    JMH Contracted

    price

    30 days after

    invoicing 20,419 0.43

    In the above mentioned pricing principle, market price means that it is based on the

    market price of similar products, and contracted price means that for unique products

    or services for which comparable market data is difficult to obtain, prices are13

    determined through the process of supplier quotation, cost assessment and

    negotiations.

    (3) Secondee Compensations

    Pursuant to revised Personnel Secondment Agreement signed between JMC and Ford

    and Ford Affiliates, in the first half of 2009, the Company should pay approximately

    US$ 1,688 thousand and RMB 1,170 thousand to Ford as service fee for expatriate

    secondees and Chinese secondees assigned by Ford, and should pay approximately

    US$ 160 thousand to Ford Otosan as service fee for expatriate secondees assigned by

    Ford Otosan.

    Pursuant to an agreement signed on January 1, 2009 between JMC and JMH, in the

    first half of 2009, JMC should pay approximately RMB 349 thousand to JMH as

    service fee for the employees assigned by JMH.

    (4) General Service

    JMCG bears the middle school and primary school educational fees of existing

    employees and certain retired employees' expenses of JMC, and provides services

    such as cable television. The related costs were borne by JMC according to agreed

    percentages as determined by headcount ratio of JMC and JMCG. In the reporting

    period, RMB 600 thousand of the above-mentioned costs was shared by JMC and its

    subsidiaries.

    (5) Purchasing Agency

    JMCG Import & Export Co., Ltd. was the import agent of JMC for acquiring import

    materials, equipment and technology services. In the first half of 2009, JMC paid

    JMCG Import & Export Co., Ltd. commission of RMB 2.34 million pursuant to the

    Supplemental Contract to Exclusive Import Agency Agreement signed between JMC

    and JMCG Import & Export Co., Ltd.

    2. The Company had no related party transaction concerning transfer of assets or

    equity in the reporting period.

    3. Creditor’s rights, liabilities and guarantees between JMC and related parties

    (1) Balance of accounts due to or due from main related parties with value over RMB

    30 million:

    Unit: RMB ’000

    Item Related Parties Amount

    (RMB thousands)

    % of Each

    Account

    Balance

    Prepayment

    Nanchang Bao-jiang

    Steel & Processing

    Distribution Co., Ltd.

    91,145 72.97

    Accounts and

    bills payable

    Jiangxi Jiangling Chasis

    Company 77,231 4.93

    Accounts and

    bills payable

    Jiangling-Lear Interior

    Trim Factory 60,906 3.89

    Accounts and

    bills payable

    Jiangxi Specialty

    Vehicles Jiangling

    Motors Group Co., Ltd.

    58,962 3.77

    Accounts and GETRAG (Jiangxi) 53,777 3.4414

    bills payable Transmission Company

    Accounts and

    bills payable

    JMCG Interior Trim

    Factory 53,706 3.43

    Accounts and

    bills payable

    JMCG 35,428 2.25

    Other payable Ford 43,901 10.06

    (2) Deposit

    On June 30, 2009, JMC had a deposit of RMB 91.93 million in JMCG Finance Co.,

    Ltd. JMC received a total of RMB 1.16 million in interest from JMCG Finance Co.,

    Ltd. during the first half of 2009.

    (3) Guarantees to JMC

    As of June 30, 2009, JMCG Finance Co, Ltd provided a guarantee for JMC’s bank

    loans of US$ 1.21 million.

    4. Other major related party transactions during the first half of 2009

    According to the Joint Development Agreement and the 2nd Amendment Contract to

    the Joint Development Agreement signed by JMC and Ford, JMC shall pay

    technology development fee totaling US$ 40 million to Ford. JMC had paid off the

    aforesaid fee as of June 30, 2009.

    According to the V348 Transit Vehicles Series Technology Licensing Contract

    (“V348 TLC”) signed by JMC and Ford as well as Supplemental Agreement to V348

    TLC jointly signed by Ford, Ford Global Technologies LLC, Ford Otosan and JMC,

    JMC is to pay licensing fee annually reflecting 2.6% of V348 Transit net sales

    revenue. Ford Global Technologies LLC shall receive 67.31% of the licensing fee and

    Ford Otosan shall receive the reminder 32.69%. JMC bore a licensing fee of US$ 1.50

    million (equal to RMB 10.22 million) in the first half o f 2009. US$ 0.9 million had

    not paid yet through June 30, 2009.

    VI. There were neither entrustment, contracts or leased assets from other

    companies, nor entrustment, contracts or leases of JMC’s assets to other

    companies from which profit was generated in excess of 10% of the reporting

    period total profit. JMC did not entrust other people with cash asset

    management in the reporting period.

    VII. Commitments of the Company, its shareholders, its Directors, its Supervisors or

    its Senior Executives

    JMH, which holds 41.03% of JMC total shares, issued letters of commitment, and

    declared and promised the following:

    (1) according to the requirements of Rules on Implementing the Full Tradable Share

    Reform of the Listed Companies, legal commitments will be fulfilled in

    accordance with provisions of the stock exchange laws and regulations;

    (2) the promisor ensures that it will compensate losses resulting from partial or

    complete non-fulfillment of its promises to other shareholders; and

    (3) the promisor will fulfill its commitments faithfully and accept relevant legal

    responsibility, and it will not transfer its shares unless the transferee agrees and

    accepts liability to undertake the responsibility of the promise.15

    JMH promises specifically to pay the consideration on behalf of the unlisted-share

    holders who oppose the Share Reform or did not express their opinions. The

    above-mentioned unlisted-share holders should repay the consideration paid by JMH

    and the interest, or obtain written consent from JMH, if they want to list their shares.

    In the reporting period, JMH exercised its commitments sincerely and did not breach

    the promise.

    VIII. Neither the Company nor its directors or senior management were punished by

    regulatory authorities in the reporting period.

    IX. JMC guarantees to outside companies

    The Company Board of Directors approved on December 13, 2007 to provide

    guarantee to Ford Automotive Finance (China) Ltd. (“FAFC”) with vehicle pledge for

    Suzhou Hejun Auto Trading Limited, Shanghai Jiuhua Auto Industrial Limited, Wuxi

    Jiangling Auto Sales Limited and Shenzhen Shuncheng Jiangling Auto Trading

    Limited with a total credit line of no more than RMB 55.5 million.

    The table below summarizes JMC outside guarantees in first half of 2009.

    Outside Guarantees (excluding the guarantees to the subsidiaries of the Company)

    Name Date

    (Signature

    Date of the

    Agreement)

    Amount

    (RMB)

    Type of

    Guarantee

    Term of

    Guarantee

    Whether

    Has Been

    Executed

    Completely

    (Y/N)

    Whether For

    A Related

    Entity (Y/N)

    Suzhou Hejun Auto

    Trading Limited

    December 24,

    2007

    4,240,000 Pledge 12

    months

    N N

    Total amount of the guarantees in the reporting

    period

    61,588,710

    Balance of the guarantees as of the end of the

    reporting period

    4,240,000

    Guarantees to the subsidiaries of the Company

    Total amount of the guarantees to the

    subsidiaries of the Company in the reporting

    period

    0

    Balance of the guarantees to the subsidiaries of

    the Company as of the end of the reporting

    period

    0

    Total Guarantees (including the guarantees to the subsidiaries of the Company)

    Total Amount 4,240,000

    As % of the Company’s net assets 0.1%

    Including:

    Guarantees offered to shareholders, actual

    controlling parties and its related parties

    016

    Guarantees directly or indirectly offered to

    guaranteed parties whose ratio of liabilities to

    assets exceed 70%

    0

    Amount of the guarantees exceeding 50% of the

    Company’s net assets

    0

    Subtotal of the aforesaid three items 0

    X. Independent directors’ explanation and independent opinions on the

    Company’s account receivables by related parties and outside guarantees

    Independent Director Zhang Zongyi, Shi Jiansan and Vincent Pun Fong Kwan

    expressed their opinions on the Company’s account receivables by related parties and

    outside guarantees as follows:

    We are aware of the cash flow occurring between the Company and its controlling

    shareholders and other related parties and the Company’s outside guarantees, and

    believe that:

    1. Cash flow occurring between the Company and its controlling shareholders and

    other related parties resulted from normal business transactions. There was no illegal

    embezzlement of company funds.

    2. The risk derived from the vehicle pledge provided for such credit facilities is offset

    because the Company has received the cash payment of the vehicles from FAFC on

    behalf of the dealers. The Company has no other outside guarantees except the

    aforesaid guarantees provided for the dealers in the reporting period.

    XI. External research and media interviews of the Company

    Date Place Communication

    Method

    Object Information Discussed

    and Materials Offered

    February

    27, 2009

    In the

    Company

    Oral

    Communication

    Three analysts from

    China Asset

    Management Co., Ltd.,

    Haitong Securities

    Company Limited,

    China Universal Asset

    Management Co., Ltd.

    JMC Operating highlights

    March 5,

    2009

    In the

    Company

    Oral

    Communication

    An analyst from Orient

    Securities Company

    Limited

    JMC Operating highlights

    March 11,

    2009

    In the

    Company

    Oral

    Communication

    Three analysts from

    China Asset

    Management Co., Ltd.,

    Everbright Securities

    Co., Ltd.

    JMC Operating highlights

    March 13,

    2009

    In the

    Company

    Oral

    Communication

    An analyst from China

    International Capital

    Corporation Limited.

    JMC Operating highlights

    March 19,

    2009

    In the

    Company

    Oral

    Communication

    Five analysts from E

    Fund Management Co.,

    Ltd., China Post &

    Capital Fund

    Management Co., Ltd.,

    GF Securities Co., Ltd.,

    JMC Operating highlights17

    Fullgoal Fund

    Management Co., Ltd.,

    Donghai Securities Co.,

    Ltd.

    April 14 In the

    Company

    Oral

    Communication

    Three analysts from

    Penghua Fund

    Management Co., Ltd.,

    First State Cinda Fund

    Management Co., Ltd.,

    China Merchants

    Securities Co., Ltd.

    JMC Operating highlights

    April 29 In the

    Company

    Oral

    Communication

    An analyst from Harvest

    Fund Management Co.,

    Ltd.

    JMC Operating highlights

    May 6 In the

    Company

    Oral

    Communication

    An analyst from Bopo

    Consulting Company

    JMC Operating highlights

    June 9 In the

    Company

    Oral

    Communication

    Two analysts from

    Lianhe Securities Co.,

    Ltd., Fullgoal Fund

    Management Co., Ltd.

    JMC Operating highlights

    XII. Establishment and Implementation of Internal Control System

    During the reporting period, in order to meet the provisions of Fundamental Guideline

    on Enterprise Internal Control, the Company founded a group that is led by senior

    executives and in charge of implementation of internal control guidelines, defined the

    responsibilities of the group, and established in an action plan. The group has

    reviewed the status of the Company internal control thoroughly and made

    improvements in accordance with Fundamental Guideline on Enterprise Internal

    Control, which ensured the effectiveness of the Company internal control.

    XIII JMC did not participate in securities investments nor did it hold equity in other

    listed companies during the reporting period.

    XIV Indexes for publication of information disclosure

    All announcements of the Company are published in China Securities, Securities

    Time and Hong Kong Commercial Daily. The website for information disclosure is

    http: //www.cninfo.com.cn. The listing of information disclosed in the first half of

    2009 is as follows:

    1. Production and sales volume information in December 2008 was published on

    January 9, 2009.

    2. Production and sales volume information in January 2009 was published on

    February 6, 2009.

    3. Production and sales volume information in February 2009 was published on

    March 4, 2009.

    4. Extracts from the 2008 Annual Report and announcements on the relevant

    resolutions of the Board of Directors and the Supervisory Board were published

    on March 18, 2009.

    5. Announcement on the resolutions of the fourth session of the sixth Board of

    Directors and production and sales volume information in March 2009 were

    published on April 2, 2009.

    6. 2009 First Quarter Report was published on April 24, 2009.

    7. Production and sales volume information in April 2009 was published on May 6,

    2009.18

    8. The prompt announcement on relieving the trading restriction on the limited

    tradable shares in Full Tradable Share Reform was published on May 19, 2009.

    9. Announcements on the resolutions of the Board of Directors, the Notice on

    Holding 2008 Annual Shareholders’ Meeting and production and sales volume

    information in May 2009 were published on June 3, 2009.

    10. Announcement on the resolutions of the 2008 Annual Shareholders’ Meeting was

    published on June 26, 2009.

    11. Announcement on the resolutions of the fifth session of the sixth Board was

    published on June 27, 2009.

    Section VI Financial Statements

    The Half-year Financial Statements have not been audited.19

    JIANGLING MOTORS CORPORATION, LTD.

    CONSOLIDATED BALANCE SHEET

    AS AT 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    As at

    Note 30 June 2009# 31 December 2008

    RMB’000 RMB’000

    ASSETS

    Non-current assets

    Property, plant and equipment 6 2,353,840 2,362,871

    Lease prepayment 7 287,654 290,916

    Intangible assets 8 33,760 35,680

    Investments in associates 9 13,759 16,136

    Other non-current assets 233 300

    Deferred income tax assets 10 88,354 105,233

    2,777,600 2,811,136

    Current assets

    Inventories 11 850,495 1,057,873

    Trade and other receivables 12 348,631 583,161

    Cash and cash equivalents 13 3,078,835 1,511,608

    4,277,961 3,152,642

    Total assets 7,055,561 5,963,778

    EQUITY

    Capital and reserves attributable to the

    Company’s equity holders

    Share capital 14 863,214 863,214

    Share premium 816,609 816,609

    Other reserves 15 457,650 457,650

    Retained earnings 2,083,797 1,912,909

    4,221,270 4,050,382

    Minority interest in equity 118,722 100,708

    Total equity 4,339,992 4,151,090

    LIABILITIES

    Non-current liabilities

    Borrowings 16 7,829 8,056

    Retirement benefit obligations 17 70,493 72,602

    Warranty provisions 18 111,934 99,079

    190,256 179,737

    Current liabilities

    Trade and other payables 19 2,442,146 1,580,530

    Current income tax liabilities 43,770 -

    Borrowings 16 25,447 39,117

    Retirement benefit obligations 17 13,950 13,304

    2,525,313 1,632,951

    Total liabilities 2,715,569 1,812,688

    Total equity and liabilities 7,055,561 5,963,778

    #Unaudited financial indexes

    The notes on pages 7 to 47 are an integral part of these consolidated financial statements.20

    JIANGLING MOTORS CORPORATION, LTD.

    CONSOLIDATED INCOME STATEMENT

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    Six months ended 30 June

    Note 2009# 2008#

    RMB’000 RMB’000

    (restated)

    Revenue 20 4,722,446 4,584,730

    Sales tax (76,245) (79,429)

    Cost of sales (3,549,912) (3,457,990)

    Gross profit 1,096,289 1,047,311

    Distribution costs (319,154) (365,660)

    Administrative expenses (255,378) (252,503)

    Other income 23 2,293 166,827

    Operating profit 524,050 595,975

    Finance income 24 21,784 25,942

    Finance costs 24 (1,480) (1,420)

    Finance income-net 24 20,304 24,522

    Share of profit of associates 1,917 3,494

    Profit before income tax 546,271 623,991

    Income tax expense 25 (98,405) (88,009)

    Profit for the period 447,866 535,982

    Attributable to:

    Equity holders of the Company 429,852 530,488

    Minority interest 18,014 5,494

    447,866 535,982

    Earnings per share for profit attributable

    to the equity holders of the Company

    (expressed in RMB per share)

    - Basic and diluted 26 0.50 0.61

    #Unaudited financial indexes

    The notes on pages 7 to 47 are an integral part of these consolidated financial statements.21

    JIANGLING MOTORS CORPORATION, LTD.

    CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    Attributable to equity holders of the Company#

    Note

    Share

    Capital

    Share

    Premium

    Other

    Reserves

    Retained

    Earnings

    Minority

    Interest#

    Total

    Equity#

    RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

    Balance at 1 January 2008 863,214 816,609 442,331 1,404,836 88,299 3,615,289

    Profit for the six months - - - 530,488 5,494 535,982

    Dividend relating to 2007 - - (258,964) - (258,964)

    Balance at 30 June 2008 863,214 816,609 442,331 1,676,360 93,793 3,892,307

    Balance at 1 January 2009 863,214 816,609 457,650 1,912,909 100,708 4,151,090

    Profit for the six months - - - 429,852 18,014 447,866

    Dividend relating to 2008 27 - - - (258,964) - (258,964)

    Balance at 30June 2009 863,214 816,609 457,650 2,083,797 118,722 4,339,992

    #Unaudited financial indexes

    The notes on pages 7 to 47 are an integral part of these consolidated financial statements.- 22 -

    JIANGLING MOTORS CORPORATION, LTD.

    CONSOLIDATED CASH FLOW STATEMENT

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    (All amounts in RMB unless otherwise stated)

    Six months ended June 30

    Note 2009# 2008#

    RMB’000 RMB’000

    Cash flows from operating activities

    Cash generated from operations 28 1,746,477 364,076

    Interest paid (881) (1,240)

    Income tax paid (6,306) (43,229)

    Net cash generated from operating activities 1,739,290 319,607

    Cash flows from investing activities

    Purchase of held-to-maturity investments - (199,461)

    Purchase of property, plant and equipment (“PPE”) (189,824) (401,296)

    Proceeds from disposal of PPE 28 1,989 1,164

    Interest received 23,009 28,409

    Dividends received 6,944 -

    Proceed from repayment of held-to-maturity investments - 200,000

    Net cash used in investing activities (157,882) (371,184)

    Cash flows from financing activities

    Proceeds from borrowings 35,000 39,107

    Repayments of borrowings (48,901) (39,336)

    Dividends paid to the Company’s shareholders - (181)

    Other cash paid relating to financing activities (181) (182)

    Net cash used in financing activities (14,082) (592)

    Net decrease in cash and cash equivalents 1,567,326 (52,169)

    Cash and cash equivalents at beginning of year 1,511,608 2,106,912

    Effects of exchange rate changes (99) (213)

    Cash and cash equivalents at end of period 3,078,835 2,054,530

    #Unaudited financial indexes

    The notes on pages 7 to 47 are an integral part of these consolidated financial statements.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    - 23 -

    1 General information

    Jiangling Motors Corporation, Ltd. (the “Company”) was established in the People’s Republic

    of China (the “PRC”) under the Company Law of the PRC and according to the approval of

    Hongban (1992) No. 005 of Nanchang Revolution and Authorization Group of Company’s

    Joint Stock as a joint stock limited company to hold certain operational assets and liabilities of

    the automotive manufacturing business of Jiangxi Motors Manufacturing Factory, which was

    owned by Jiangling Motors Corporation Group (“JMCG”). The legal representative’s operating

    license of the Company is No.002473.

    The address of the Company’s registered office is No.509, Northern Yingbin Avenue,

    Nanchang, Jiangxi Province, the PRC.

    In December 1993, the Company issued 494,000,000 domestic ordinary shares (“A share”).

    In addition, the Company issued 25,214,000 A shares as bonus shares to the existing

    shareholders in 1994. The bonus shares were issued by utilisation of the Company’s retained

    earnings.

    In 1995, the Company issued 174,000,000 domestically listed foreign shares (“B share”) and

    the Company issued 170,000,000 additional B shares in 1998.

    As at 30 June 2009, the total issued shares of the Company are 863,214,000 shares, which

    are all listed on the Shenzhen Stock Exchange, the PRC.

    The Company and its subsidiary (the “Group”) are principally engaged in the development,

    manufacturing and selling of automobiles, engines and automobile related parts, dies and

    tools.

    These group consolidated financial statements were authorised for issue by the Board of

    Directors on 21 August 2009.

    2 Summary of significant accounting policies

    The principal accounting policies applied in the preparation of these consolidated financial

    statements are set out below. These policies have been consistently applied to all the years

    presented, unless otherwise stated.

    A Basis of preparation

    The consolidated financial statements of the Group have been prepared in accordance with

    International Financial Reporting Standards (“IFRS”). They have been prepared under the

    historical cost convention except as disclosed in the accounting policies below.

    The preparation of financial statements in conformity with IFRS requires the use of certain

    critical accounting estimates. It also requires management to exercise its judgement in the

    process of applying the Group’s accounting policies. The areas involving a higher degree of

    judgement or complexity, or areas where assumptions and estimations are significant to the

    consolidated financial statements are disclosed in Note 4.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    - 24 -

    2 Summary of significant accounting policies (continued)

    B Consolidation

    (1) Subsidiaries

    Subsidiaries are all entities (including special purpose entities) over which the Group has the

    power to govern the financial and operating policies generally accompanying a shareholding

    of more than one half of the voting rights. The existence and effect of potential voting rights

    that are currently exercisable or convertible are considered when assessing whether the

    Group controls another entity. Subsidiaries are fully consolidated from the date on which

    control is transferred to the Group. They are de-consolidated from the date that control

    ceases.

    The purchase method of accounting is used to account for the acquisition of subsidiaries by

    the Group. The cost of an acquisition is measured at the fair value of the assets given, equity

    instruments issued and liabilities incurred or assumed at the date of exchange, plus costs

    directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent

    liabilities assumed in a business combination are measured initially at their fair values at the

    acquisition date, irrespective of the extent of any minority interest. The excess of the cost of

    acquisition over the fair value of the Group’s share of the identifiable net assets acquired is

    recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of

    the subsidiary acquired, the difference is recognised directly in the income statement.

    Inter-company transactions, balances and unrealised gains on transactions between group

    companies are eliminated. Unrealised losses are also eliminated. Accounting policies of

    subsidiaries have been changed where necessary to ensure consistency with the policies

    adopted by the Group.

    (2) Transactions with minority interests

    The Group applies a policy of treating transactions with minority interests as transactions with

    equity owners of the Group. For purchases from minority interests, the difference between any

    consideration paid and the relevant share acquired of the carrying value of net assets of the

    subsidiary is recorded in equity. Gains or losses on disposals to minority interests are also

    recorded in equity.

    (3) Associates

    Associates are all entities over which the Group has significant influence but not control.

    Investments in associates are accounted for using the equity method of accounting and are

    initially recognised at cost. The Group’s investment in associates includes goodwill identified

    on acquisition, net of any accumulated impairment loss. See Note 2 H for the impairment of

    non-financial assets including goodwill.

    The Group’s share of its associates’ post-acquisition profits or losses is recognised in the

    income statement, and its share of post-acquisition movements in reserves is recognised in

    reserves. The cumulative post-acquisition movements are adjusted against the carrying

    amount of the investment. When the Group’s share of losses in an associate equals or

    exceeds its interest in the associate, including any other unsecured receivables, the Group

    does not recognise further losses, unless it has incurred obligations or made payments on

    behalf of the associate.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    - 25 -

    2 Summary of significant accounting policies (continued)

    B Consolidation (continued)

    (3) Associates (continued)

    Unrealised gains on transactions between the Group and its associates are eliminated to the

    extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless

    the transaction provides evidence of an impairment of the asset transferred. Accounting

    policies of associates have been changed where necessary to ensure consistency with the

    policies adopted by the Group.

    Dilution gains and losses arising in investment in associates are recognised in the income

    statement.

    C Segment Reporting

    The Group’s turnover and profit for the six months ended 30 June 2009 were mainly derived

    from the manufacture and domestic sale of automobiles, related spare parts and components,

    and the principal assets employed by the Group are located in the PRC. Therefore, no

    additional business segment or geographical segment data is presented.

    D Foreign currency translation

    (1) Functional and presentation currency

    Items included in the financial statements of each of the Group’s entities are measured using

    the currency of the primary economic environment in which the entity operates (the “functional

    currency”). The consolidated financial statements are presented in Renminbi (“RMB”), which is

    the Company’s functional and the Group’s presentation currency.

    (2) Transactions and balances

    Foreign currency transactions are translated into the functional currency using the exchange

    rates prevailing at the dates of the transactions or valuation where items are remeasured.

    Foreign exchange gains and losses resulting from the settlement of such transactions and

    from the translation at year-end exchange rates of monetary assets and liabilities

    denominated in foreign currencies are recognised in the income statement, except when

    deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.

    Foreign exchange gains and losses are presented in the income statement within ‘other

    income/(expenses)’.

    Changes in the fair value of monetary securities denominated in foreign currency classified as

    available for sale are analysed between translation differences resulting from changes in the

    amortised cost of the security and other changes in the carrying amount of the security.

    Translation differences related to changes in the amortised cost are recognised in profit or

    loss, and other changes in carrying amount are recognised in equity.

    Translation differences on non-monetary financial assets and liabilities such as equities held

    at fair value through profit or loss are recognised in profit or loss as part of the fair value gain

    or loss. Translation differences on non-monetary financial assets such as equities classified as

    available-for-sale are included in the available-for-sale reserve in equity.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    - 26 -

    2 Summary of significant accounting policies (continued)

    E Property, plant and equipment

    Property, plant and equipment are stated at historical cost less accumulated depreciation and

    any impairment losses. Historical cost includes expenditure that is directly attributable to the

    acquisition or construction of the items.

    Subsequent costs are included in the asset’s carrying amount or recognised as a separate

    asset, as appropriate, only when it is probable that future economic benefits associated with the

    item will flow to the Group and the cost of the item can be measured reliably. The carrying

    amount of the replaced part is derecognised. All other repairs and maintenance are charged to

    the income statement during the financial period in which they are incurred.

    Depreciation is calculated using the straight-line method to allocate their cost to their residual

    values over their estimated useful lives, as follows:

    Buildings 35-40 years

    Plant and machinery 10-15 years

    Motor vehicles 6-10 years

    Moulds 5 years

    Others 5-7 years

    The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each

    balance sheet date.

    An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s

    carrying amount is greater than its estimated recoverable amount (Note 2 H).

    Gains and losses on disposals are determined by comparing the proceeds with the carrying

    amount and are recognised within ‘other income/(expenses) – net’ in the income statement.

    Assets under construction represent buildings under construction and plant and equipment

    pending installation, and are stated at cost. Costs include construction and acquisition costs.

    No provision for depreciation is made on assets under construction until such time as the

    relevant assets are completed and ready for intended use. When the assets concerned are

    brought into use, the costs are transferred to property, plant and equipment and depreciated in

    accordance with the policy as stated above.

    F Lease prepayment

    Lease prepayments represent upfront prepayments made for the land use rights, and are

    expensed in the income statement on a straight line basis over the period of the lease or when

    there is impairment; the impairment is expensed in the income statement.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    - 27 -

    2 Summary of significant accounting policies (continued)

    G Intangible assets

    (1) Research and development

    Research expenditure is recognised as an expense as incurred. Costs incurred on development

    projects (relating to the design and testing of new or improved products) are recognised as

    intangible assets when the following criteria are fulfilled:

    (a) it is technically feasible to complete the intangible asset so that it will be available for use or

    sale;

    (b) management intends to complete the intangible asset and use or sell it;

    (c) there is an ability to use or sell the intangible asset;

    (d) it can be demonstrated how the intangible asset will generate probable future economic

    benefits;

    (e) adequate technical, financial and other resources to complete the development and to use

    or sell the intangible asset are available; and

    (f) the expenditure attributable to the intangible asset during its development can be reliably

    measured.

    Other development expenditures that do not meet these criteria are recognised as an expense

    as incurred. Development costs previously recognised as an expense are not recognised as an

    asset in a subsequent period. Capitalised development costs are recorded as intangible assets

    and amortised from the point at which the asset is ready for use on a straight-line basis over its

    useful life.

    No development costs were capitalised by the Group during the six months ended 30 June

    2009.

    (2) Technical know-how

    Technical know-how referred to after-sale management model are initially recorded at costs

    incurred to acquire and are amortised over the estimated useful lives of 6 years.

    H Impairment of non-financial assets

    Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation

    and are tested annually for impairment. Assets that are subject to amortisation are reviewed

    for impairment whenever events or changes in circumstances indicate that the carrying

    amount may not be recoverable. An impairment loss is recognised for the amount by which

    the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the

    higher of an asset’s fair value less costs to sell and value in use. For the purposes of

    assessing impairment, assets are grouped at the lowest levels for which there are separately

    identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that

    suffered an impairment are reviewed for possible reversal of the impairment at each reporting

    date.

    I Non-current assets held for sale

    Non-current assets are classified as assets held for sale when their carrying amount is to be

    recovered principally through a sale transaction and a sale is considered highly probable. They

    are stated at the lower of carrying amount and fair value less costs to sell if their carrying amount

    is to be recovered principally through a sale transaction rather than through continuing use.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    - 28 -

    2 Summary of significant accounting policies (continued)

    J Financial assets

    (1) Classification

    The Group classifies its financial assets in the following categories: at fair value through profit

    or loss, loans and receivables, held-to-maturity financial assets and available for sale. The

    classification depends on the purpose for which the financial assets were acquired.

    Management determines the classification of its financial assets at initial recognition.

    (a) Financial assets at fair value through profit or loss

    Financial assets at fair value through profit or loss are financial assets held for trading. A

    financial asset is classified in this category if acquired principally for the purpose of selling in

    the short term. Derivatives are classified as held for trading unless they are designated as

    hedges. Assets in this category are classified as current assets.

    (b) Loans and receivables

    Loans and receivables are non-derivative financial assets with fixed or determinable payments

    that are not quoted in an active market. They are included in current assets, except for

    maturities greater than 12 months after the balance sheet date. These are classified as

    non-current assets. The group’s loans and receivables comprise ‘trade and other receivables’

    and cash and cash equivalents in the balance sheet (Notes 2 M and 2 N ).

    (c) Held-to-maturity financial assets

    Held-to-maturity financial assets are non-derivative financial assets with fixed or determinable

    payments and fixed maturities that the Group’s management has the positive intention and

    ability to hold to maturity. If the Group were to sell other than an insignificant amount of

    held-to-maturity financial assets, the whole category would be tainted and reclassified as

    available for sale. Held-to-maturity financial assets are included in non-current assets, except

    for those with maturities less than 12 months from the balance sheet date, these are classified

    as current assets.

    (d) Available-for-sale financial assets

    Available-for-sale financial assets are non-derivatives that are either designated in this

    category or not classified in any of the other categories. They are included in non-current

    assets unless management intends to dispose of the investment within 12 months of the

    balance sheet date.

    (2) Recognition and measurement

    Regular purchases and sales of financial assets are recognised on the trade-date – the date

    on which the Group commits to purchase or sell the asset. Investments are initially recognised

    at fair value plus transaction costs for all financial assets not carried at fair value through profit

    or loss. Financial assets carried at fair value through profit or loss are initially recognised at

    fair value, and transaction costs are expensed in the income statement. Financial assets are

    derecognised when the rights to receive cash flows from the investments have expired or

    have been transferred and the Group has transferred substantially all risks and rewards of

    ownership. Available-for-sale financial assets and financial assets at fair value through profit

    or loss are subsequently carried at fair value. Loans and receivables and held-to-maturity

    financial assets are carried at amortised cost using the effective interest method.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    - 29 -

    2 Summary of significant accounting policies (continued)

    J Financial assets (continued)

    (2) Recognition and measurement (continued)

    Gains or losses arising from changes in the fair value of the ‘financial assets at fair value

    through profit or loss’ category are presented in the income statement within ‘other

    income/(expenses) – net’ in the period in which they arise. Dividend income from financial

    assets at fair value through profit or loss is recognised in the income statement as part of

    other income when the Group’s right to receive payments is established.

    Changes in the fair value of monetary securities denominated in a foreign currency and

    classified as available for sale are analysed between translation differences resulting from

    changes in amortised cost of the security and other changes in the carrying amount of the

    security. The translation differences on monetary securities are recognised in profit or loss,

    while translation differences on non-monetary securities are recognised in equity. Changes in

    the fair value of monetary and non-monetary securities classified as available for sale are

    recognised in equity.

    When securities classified as available for sale are sold or impaired, the accumulated fair value

    adjustments recognised in equity are included in the income statement as ‘gains and losses

    from investment securities’.

    K Derivative financial instruments and hedging activities

    Derivatives are initially recognised at fair value on the date a derivative contract is entered into

    and are subsequently remeasured at their fair value. The method of recognising the resulting

    gain or loss depends on whether the derivative is designated as a hedging instrument, and if so,

    the nature of the item being hedged. The Group has no derivative instruments that qualifying for

    hedge accounting. Changes in the fair value of any derivative instruments that do not qualify

    for hedge accounting are recognised immediately in the income statement.

    Interest on available for sale securities calculated using the effective interest method is

    recognised in the income statement as part of other income. Dividends on available for sale

    equity instruments are recognised in the income statement as part of other income when the

    Group’s right to receive payments is established.

    The fair values of quoted investments are based on current bid prices. If the market for a

    financial asset is not active (and for unlisted securities), the Group establishes fair value by

    using valuation techniques. These include the use of recent arm’s length transactions,

    reference to other instruments that are substantially the same, discounted cash flow analysis

    and option pricing models, making maximum use of market inputs and relying as little as

    possible on entity-specific inputs.

    The Group assesses at each balance sheet date whether there is objective evidence that a

    financial asset or a group of financial assets is impaired. In the case of equity securities

    classified as available for sale, a significant or prolonged decline in the fair value of the security

    below its cost is considered as an indicator that the securities are impaired. If any such

    evidence exists for available-for-sale financial assets, the cumulative loss – measured as the

    difference between the acquisition cost and the current fair value, less any impairment loss on

    that financial asset previously recognised in profit or loss – is removed from equity and

    recognised in the income statement. Impairment losses recognised in the income statement

    on equity instruments are not reversed through the income statement. Impairment testing of

    trade receivables is described in Note 2 M.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    - 30 -

    2 Summary of significant accounting policies (continued)

    L Inventories

    Inventories are stated at the lower of cost and net realisable value. Cost is determined using the

    weighted average cost method. The cost of finished goods and work in progress comprises raw

    materials, direct labour, other direct costs and related production overheads (based on normal

    operating capacity). It excludes borrowing costs. Net realisable value is the estimated selling

    prices in the ordinary course of business, less applicable variable costs of completion and

    distribution costs.

    M Trade and other receivables

    Trade and other receivables are recognised initially at fair value and subsequently measured at

    amortised cost using the effective interest method, less provision made for impairment. A

    provision for impairment of trade receivables is established when there is objective evidence that

    the Group will not be able to collect all amounts due according to the original terms of

    receivables. Significant financial difficulties of the debtor, probability that the debtor will enter

    bankruptcy or financial reorganisation, and default or delinquency in payments are considered

    indicators that the trade receivable is impaired. The amount of the provision is the difference

    between the carrying amount and the present value of estimated future cash flows, discounted

    at the original effective interest rate. The carrying amount of the asset is reduced through the

    use of an allowance account, and the amount of the loss is recognised in the income

    statement within “administrative expenses”. When a trade receivable is uncollectible, it is

    written off against the allowance account for trade receivables. Subsequent recoveries of

    amounts previously written off are credited against “administrative expenses” in the income

    statement.

    N Cash and cash equivalents

    Cash and cash equivalents includes cash in hand, deposits held at call with banks, other

    short-term highly liquid investments with original maturities of three months or less, and bank

    overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance

    sheet.

    O Share capital

    Share capital consists of “A” and “B” ordinary shares.

    Incremental costs directly attributable to the issue of new shares are shown in equity as a

    deduction, net of tax, from the proceeds.

    P Trade payables

    Trade payables are recognised initially at fair value and subsequently measured at amortised

    cost using the effective interest method.

    Q Borrowings

    Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are

    subsequently stated at amortised cost; any difference between the proceeds (net of transaction

    costs) and the redemption value is recognised in the income statement over the period of the

    borrowings using the effective interest method.

    Borrowings are classified as current liabilities unless the Group has an unconditional right to

    defer settlement of the liability for at least 12 months after the balance sheet date.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    - 31 -

    2 Summary of significant accounting policies (continued)

    R Current and deferred income tax

    The tax expense for the period comprises current and deferred tax. Tax is recognised in the

    income statement, except to the extent that it relates to items recognised directly in equity. In

    this case, the tax is also recognised in equity.

    The current income tax charge is calculated on the basis of the tax laws enacted or

    substantively enacted at the balance sheet date in the countries where the Company and its

    subsidiaries and associates operate and generate taxable income. Management periodically

    evaluates positions taken in tax returns with respect to situations in which applicable tax

    regulation is subject to interpretation. It establishes provisions where appropriate on the basis of

    amounts expected to be paid to the tax authorities.

    Deferred income tax is recognised, using the liability method, on temporary differences arising

    between the tax bases of assets and liabilities and their carrying amounts in the consolidated

    financial statements. However, the deferred income tax is not accounted for if it arises from initial

    recognition of an asset or liability in a transaction other than a business combination that at the

    time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax

    is determined using tax rates that have been enacted or substantially enacted by the balance

    sheet date and are expected to apply when the related deferred income tax asset is realised or

    the deferred income tax liability is settled.

    Deferred income tax assets are recognised only to the extent that it is probable that future

    taxable profit will be available against which the temporary differences can be utilised.

    Deferred income tax is provided on temporary differences arising from investments in

    subsidiaries and associates, except where the timing of the reversal of the temporary difference

    is controlled by the Group and it is probable that the temporary difference will not reverse in the

    foreseeable future.

    S Employee benefits

    (1) Pension obligations

    The Group contributes on a monthly basis to a defined contribution retirement scheme managed

    by the PRC government. The contribution to the scheme is charged to the income statement as

    and when incurred. The Group’s obligations are determined at a certain percentage of the

    salaries of the employees.

    In addition, the Group provides supplementary pension subsidies to certain qualified employees.

    Such supplementary pension subsidies are considered as under defined benefit plans. The

    liability recognised in the balance sheet in respect of these defined benefit plans is the present

    value of the defined benefit obligation at the balance sheet date less the fair value of plan

    assets, together with adjustments for unrecognised actuarial gains or losses and past service

    cost. The defined benefit obligation is calculated annually by independent actuaries using the

    projected unit credit method. The present value of the defined benefit obligation is determined by

    discounting the estimated future cash outflows according to the terms of the related pension

    liability. Actuarial gains and losses arising from experience adjustments and changes in actuarial

    assumptions are charged or credited to the income statement in the period in which they arise.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    - 32 -

    2 Summary of significant accounting policies (continued)

    S Employee benefits (continued)

    (2) Housing fund and other benefits

    The Group’s full-time employees are entitled to participate in a state-sponsored housing fund.

    The fund can be used by the employees for the purchase of apartment accommodation, or

    may be withdrawn upon their retirement. The Group is required to make annual contributions

    to the state-sponsored housing fund equivalent to a certain percentage of the employees’

    salaries.

    (3) Profit sharing and bonus plan

    The Group recognises a liability and expense for bonus plans based on a formula that takes into

    consideration the profit attributable to the Company’s shareholders. The Group recognises a

    provision where contractually obliged or where there is a past practice that has created a

    constructive obligation.

    T Provisions

    Provisions, mainly warranty costs, are recognised when: the Group has a present legal or

    constructive obligation as a result of past events, it is probable that an outflow of resources will

    be required to settle the obligation; and the amount has been reliably estimated. Provisions are

    not recognised for future operating losses.

    Where there are a number of similar obligations, the likelihood that an outflow will be required in

    settlement is determined by considering the class of obligations as a whole. A provision is

    recognised even if the likelihood of an outflow with respect to any one item included in the same

    class of obligations may be small.

    Provisions are measured at the present value of the expenditures expected to be required to

    settle the obligation using a pre-tax rate that reflects current market assessments of the time

    value of money and the risks specific to the obligation. The increase in the provision due to

    passage of time is recognised as interest expense.

    U Revenue recognition

    Revenue comprises the fair value of the consideration received or receivable for the sale of

    goods and services in the ordinary course of the Group’s activities. Revenue is shown net of

    value-added tax, returns, rebates and discounts and after elimination sales within the Group.

    The Group recognises revenue when the amount of revenue can be reliably measured, it is

    probable that future economic benefits will flow to the entity and specific criteria have been

    met for each of the Group’s activities as described below. The amount of revenue is not

    considered to be reliably measurable until all contingencies relating to the sale have been

    resolved. The Group bases its estimates on historical results, taking into consideration the type

    of customer, the type of transaction and the specifics of each arrangement.

    (1) Sales of goods

    Revenue from the sale of goods is recognised when significant risks and rewards of ownership

    of the goods are transferred to the customer, and the customer has accepted the products and

    collectability of the related receivables is reasonably assured.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    - 33 -

    2 Summary of significant accounting policies (continued)

    U Revenue recognition (continued)

    (2) Interest income

    Interest income is recognised on a time-proportion basis, taking account of the principal

    outstanding and the effective rate over the period to maturity, when it is determined that such

    income will accrue to the Group.

    (3) Rental income

    Rental income is recognised on an accruals basis in accordance with the substance of the

    relevant agreements.

    V Leases

    Leases in which a significant portion of the risks and rewards of ownership are retained by the

    lessor are classified as operating leases. Payments made under operating leases (net of any

    incentives received from the lessor) are charged to the income statement on a straight-line basis

    over the period of the lease.

    The Group leases certain property, plant and equipment. Leases of property, plant and

    equipment where the Group has substantially all the risks and rewards of ownership are

    classified as finance leases. Finance leases are capitalised at the lease’s commencement at the

    lower of the fair value of the leased property and the present value of the minimum lease

    payments.

    Each lease payment is allocated between the liability and finance charges so as to achieve a

    constant rate on the finance balance outstanding. The corresponding rental obligations, net of

    finance charges, are included in other long-term payables. The interest element of the finance

    cost is charged to the income statement over the lease period so as to produce a constant

    periodic rate of interest on the remaining balance of the liability for each period. The property,

    plant and equipment acquired under finance leases are depreciated over the shorter of the

    useful life of the asset and the lease term.

    W Dividend distribution

    Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s

    financial statements in the period in which the dividends are approved by the Company’s

    shareholders.

    X Government grants

    Grants from the government are recognised at their fair value where there is a reasonable

    assurance that the grant will be received and the Group will comply with all attached

    conditions.

    Government grants relating to costs are deferred and recognised in the income statement

    over the period necessary to match them with the costs they are intended to compensate.

    Government grants not relating to future costs are recognised on receipt basis.

    Government grants relating to the purchase of property, plant and equipment are included in

    non-current liabilities as deferred income and are credited to the income statement on a

    straight line basis over the expected lives of the related assets.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    - 34 -

    3 Financial risk management

    3.1 Financial risk factors

    The Group’s activities expose it to a variety of financial risks: market risk (including foreign

    exchange risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk

    and liquidity risk. The Group’s overall risk management programme focuses on the

    unpredictability of financial markets and seeks to minimise potential adverse effects on the

    Group’s financial performance.

    Risk management is carried out by Finance Department under policies approved by the Board

    of Directors.

    (1) Market risk

    (a) Currency risk

    The Group is not significantly exposed to foreign exchange risk as all of its assets and

    liabilities are denominated in RMB except for an insignificant amount of bank deposits and

    borrowings which are denominated in U.S. dollar, UK pound and Japanese Yen.

    (b) Cash flow and fair value interest rate risk

    The Group’s income and operating cash flows are substantially independent of changes in

    market interest rates. As at 30 June 2009, substantially all of its bank deposits and borrowings

    were at fixed rate. The Group has not used any interest rate swaps to hedge its exposure to

    interest rate risk.

    As at 30 June 2009, if the interest rate of the Group’s bank deposits had been

    increased/decreased by 10% and all other variables were held constant, the Group’s net profit

    and owners’ equity would increase/decrease by RMB1,727,000 for the six months ended 30

    June 2009.

    As at 30 June 2009, if the interest rate of the Group’s bank borrowings had been

    increased/decreased by 10% and all other variables were held constant, the Group’s net profit

    and owners’ equity would decrease/increase by RMB112,000 for the six months ended 30

    June 2009.

    (2) Credit risk

    The Group does not have a significant exposure to any individual customer or counterparty.

    As at 30 June 2009, the Group had cash deposits of approximately RMB91,928,000 (2008:

    RMB75,238,000) placed with Jiangling Motor Group Finance Company (“JMCF”), which is a

    non-bank financial institution and a subsidiary of JMCG (Note 13). The Group’s other bank

    deposits are deposited in major banks which are state-owned entities incorporated in the

    PRC. Management believes all these financial institutions have high credit quality without

    significant credit risk.

    As at 30 June 2009, notes receivable were all bank acceptance notes issued by reputable

    banks in the PRC, which is considered by management without significant credit risk.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    - 35 -

    3 Financial risk management (continued)

    3.1 Financial risk factors (continued)

    (2) Credit risk (continued)

    All the Group’s trade and other receivables have no collateral. However, the Group has

    policies in place to ensure that sales are made to customers with appropriate credit history

    and the Group performs periodic credit evaluations of its customers. The Group assesses the

    credit quality of each customer by taking into account its financial position, past experience

    and other factors. Credit limit and terms are reviewed on periodic basis, and the financial

    department is responsible for such monitoring procedures. In determining whether allowance

    for bad and doubtful debts is required, the Group takes into consideration the aging status and

    the likelihood of collection. In this regards, the directors of the Company are satisfied that the

    risks is minimal as all customers have no default in the past and adequate allowance for

    doubtful debts, if any, has been made in the financial statements after assessing the

    collectability of individual debts. Further quantitative disclosures in respect of the impairment

    of trade and other receivables are set out in Note 12.

    (3) Liquidity risk

    Prudent liquidity risk management implies maintaining sufficient cash, the availability of

    funding through an adequate amount of committed credit facilities and the ability to close out

    market positions. Due to the dynamic nature of the underlying businesses, the Group aims to

    maintain flexibility in funding by keeping committed credit lines available.

    Management monitors the Group’s undrawn borrowing facility (Note 16) and cash and cash

    equivalents (Note 13) on the regular basis of expected cash flow.

    The maturity analysis of borrowings that shows the remaining contractual maturities is

    disclosed in Note 16. Generally there is no specific credit period granted by the suppliers but

    the related trade payables are normally expected to be settled within one year after receipt of

    goods or services.

    The table below analyses the Group’s financial liabilities into relevant maturity groupings

    based on the remaining period at the balance sheet to the contractual maturity date. The

    amounts disclosed in the table are the contractual undiscounted cash flows. Balances due

    within 12 months equal their carrying balances, as the impact of discounting is not significant.

    At 31 December 2008

    Bank borrowings

    - Principals 39,117 448 1,343 6,265

    - Interests 906 119 317 681

    Trade and other payables 1,580,530 - - -

    1,620,553 567 1,660 6,946

    Less than 1

    year

    Between 1 and

    2 years

    Between 2

    and 5 years

    Over 5 years

    RMB ‘000 RMB ‘000 RMB ‘000 RMB ‘000

    At 30 June 2009

    Bank borrowings

    - Principals 25,447 447 1,342 6,040

    - Interests 703 116 307 634

    Trade and other payables 2,442,146 - - -

    2,468,296 563 1,649 6,674JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    - 36 -

    4 Critical accounting estimates and judgements

    Estimates and judgements are continually evaluated and are based on historical experience

    and other factors, including expectations of future events that are believed to be reasonable

    under the circumstances.

    3 Financial risk management (continued)

    3.2 Capital risk management

    The Group’s objectives when managing capital are to safeguard the Group’s ability to continue

    as a going concern in order to provide returns for shareholders and benefits for other

    stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

    In order to maintain or adjust the capital structure, the Group may adjust the amount of

    dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets

    to reduce debt.

    Consistent with others in the industry, the Group monitors capital on the basis of the gearing

    ratio. This ratio is calculated as borrowings divided by total capital. Total capital is calculated

    as equity, as shown in the consolidated balance sheets, plus borrowings. The Group aims to

    maintain the gearing ratio at a reasonable level.

    The gearing ratios at 30 June 2009 and 31 December 2008 were as follows:

    30 June 2009 31 December 2008

    RMB’000 RMB’000

    Total borrowings 33,276 47,173

    Total equity 4,339,992 4,151,090

    Total capital 4,373,268 4,198,263

    Gearing ratio 0.76% 1.12%

    3.3 Fair value estimation

    The carrying amounts of the Group’s financial assets including cash and cash equivalents,

    deposits in approved financial institutions, trade and other receivables and financial liabilities

    including trade and other payables, short-term borrowings, approximate their fair values due to

    their short maturities. The face values less any estimated credit adjustments for financial

    assets and liabilities with a maturity of less than one year are assumed to approximate their

    fair values.

    In assessing the fair value of non-traded financial instruments, the Group uses a variety of

    methods and makes assumptions that are based on market conditions existing at the balance

    sheet date. The fair value of financial liabilities for disclosure purposes is estimated by

    discounting the future contractual cash flows at the current market interest rate available to the

    Group for similar financial instruments.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    - 37 -

    (2) Pension benefits

    The present value of the pension obligations depend on a number of factors that are

    determined on an actuarial basis using a number of assumptions. Any changes in these

    assumptions will impact the carrying amount of pension obligations.

    The Group determines the appropriate discount rate at the end of each year. This is the

    interest rate that should be used to determine the present value of estimated future cash

    outflows expected to be required to settle the pension obligations. In determining the

    appropriate discount rate, the Group considers the interest rates of government bonds that are

    denominated in the currency in which the benefits will be paid, and that have terms to maturity

    approximating the terms of the related pension liability.

    Other key assumptions for pension obligations are based in part on current market conditions.

    Additional information is disclosed in Note 17.

    4 Critical accounting estimates and judgements (continued)

    4.1 Critical accounting estimates and assumptions

    The Group makes estimates and assumptions concerning the future. The resulting accounting

    estimates will, by definition, seldom equal the related actual results. The estimates and

    assumptions that have a significant risk of causing a material adjustment to the carrying

    amounts of assets and liabilities within the next financial year are addressed below.

    (1) Provisions

    The Group provides warranties on automobile and undertakes to repair or replace items that

    fail to perform satisfactorily based on certain pre-determined conditions. Management

    estimates the related warranty claims based on historical warranty claim information including

    level of repairs and returns as well as recent trends that might suggest that past cost

    information may differ from future claims.

    Factors that could impact the estimated claim information include the success of the Group’s

    productivity and quality controls, as well as parts and labour costs. Any increase or decrease

    in the provision would affect profit or loss in future years.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    - 38 -

    5 Change in accounting policy and its effect

    Starting from 2008, the Group has voluntarily changed the accounting policy to recognise the

    Foreign Enterprise Income Tax (“FEIT”) reduction in relation to the purchase of domestically

    produced equipment with the income tax liabilities upon the receipt of the notices from tax

    bureau for approval of income tax reduction, while FEIT reduction is recorded in the

    consolidated financial statements as at 30 June 2008 as deferred income and recognised as

    income on straight-line basis over the expected lives of the related assets.

    As a result of this new policy, which has been applied retrospectively, the Group’s profit after

    tax for the six months ended 30 June 2008 has increased by RMB 21,491,000 as a result of

    recognising the deferred income in full and the recognition of FEIT reduction entitled during the

    six months and the Group’s equity as at 30 June 2008 has increased by RMB 53,282,000.

    4 Critical accounting estimates and judgements (continued)

    4.1 Critical accounting estimates and assumptions (continued)

    (3) Taxation

    The Group is subject to various taxes in the PRC, e.g. profit tax, value added tax,

    consumption tax, etc. Significant judgment is required in determining the provision for these

    taxes. There are many transactions and calculations for which the ultimate tax determination

    is uncertain during the ordinary course of business. The Group recognises liabilities for

    anticipated tax issues based on estimates of whether additional taxes will be due. Where the

    final tax outcome of these matters is different from amounts that were initial recorded, such

    differences will impact the tax provisions in the period such determination is made.

    Deferred income tax assets relating to certain temporary differences are recognised as

    management considers it is probable that future taxable profit will be available against which

    the temporary differences can be utilised. Where the expectation is different from the original

    estimate, such differences will impact the recognition of deferred tax assets and tax in the

    periods in which such estimate is changed.

    As at 30 June 2009, the Group has deferred tax assets in the amount of approximately

    RMB88,354,000. To the extent that it is probable that taxable profit will be available against

    which the deductible temporary differences will be utilised, deferred tax assets are recognised

    for temporary differences arising from impairment provisions taken on inventory and

    receivables, accrued expenses and retirement benefit obligations. Should the Group be

    required to increase the tax rate, every 1% increment in tax rate would render a further write

    up of deferred tax asset in the amount of approximately RMB5,334,000.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    39

    6 Property, plant and equipment

    Buildings

    Plant and

    Machinery

    Motor

    Vehicles Moulds Others

    Assets under

    construction Total

    RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

    At 1 January 2008

    Cost 654,535 1,806,859 59,923 706,159 886,340 661,343 4,775,159

    Accumulated depreciation and impairment (152,966) (1,210,166) (34,137) (581,727) (587,415) (692) (2,567,103)

    Net book amount 501,569 596,693 25,786 124,432 298,925 660,651 2,208,056

    Year ended 31 December 2008

    Opening net book amount 501,569 596,693 25,786 124,432 298,925 660,651 2,208,056

    Additions - - - - 712 592,536 593,248

    Transfers 53,683 264,784 11,911 249,906 193,543 (773,827) -

    Disposals (18,877) (615) (1,080) - (479) - (21,051)

    Other deduction - - - (239) - (185,148) (185,387)

    Impairment charge - (45) - - (474) - (519)

    Depreciation charge (16,102) (63,758) (6,064) (71,360) (74,192) - (231,476)

    Closing net book amount 520,273 797,059 30,553 302,739 418,035 294,212 2,362,871

    At 31 December 2008

    Cost 682,944 2,056,176 66,936 955,826 1,057,654 294,904 5,114,440

    Accumulated depreciation and impairment (162,671) (1,259,117) (36,383) (653,087) (639,619) (692) (2,751,569)

    Net book amount 520,273 797,059 30,553 302,739 418,035 294,212 2,362,871

    Six month ended 30 June 2009

    Opening net book amount 520,273 797,059 30,553 302,739 418,035 294,212 2,362,871

    Additions - - - - 27 136,610 136,637

    Transfers 12,376 58,233 3,051 14,490 17,363 (105,513) -

    Disposals - (257) (130) (308) (254) - (949)

    Other deduction - - - - - (7,176) (7,176)

    Impairment charge - - - - - - -

    Depreciation charge (Note 21,28) (9,168) (42,574) (3,631) (41,180) (40,990) - (137,543)

    Closing net book amount 523,481 812,461 29,843 275,741 394,181 318,133 2,353,840

    At 30 June 2009

    Cost 695,320 2,112,011 69,149 969,632 1,069,104 318,825 5,234,041

    Accumulated depreciation and impairment (171,839) (1,299,550) (39,306) (693,891) (674,923) (692) (2,880,201)

    Net book amount 523,481 812,461 29,843 275,741 394,181 318,133 2,353,840JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    40

    6 Property, plant and equipment (continued)

    For the six months ended 30 June 2009, depreciation expense of approximately

    RMB118,423,000 (the six months ended 30 June 2008: RMB96,245,000) was charged in cost

    of sales, RMB606,000 (the six months ended 30 June 2008: RMB869,000) in distribution costs

    and RMB18,514,000 (the six months ended 30 June 2008: RMB13,692,000) in administrative

    expenses.

    7 Lease prepayment

    Lease prepayments represent the Group’s interests in land which are held on leases of 50

    years. The movement is as follows:

    30 June 2009 31 December 2008

    RMB’000 RMB’000

    Opening net book amount 290,916 139,813

    Addition 1,974 171,324

    Disposals - (14,848)

    Amortisation charge (Note 21,28) (5,236) (5,373)

    Closing net book amount 287,654 290,916

    Cost 329,863 327,889

    Accumulated amortisation (42,209) (36,973)

    Net book amount 287,654 290,916

    All amortisation expense was charged in administrative expenses.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    41

    8 Intangible assets

    After-sale

    management

    model Software

    Other Total

    RMB’000 RMB’000 RMB’000 RMB’000

    Year ended 31 December 2008

    Opening net book amount 29,274 5,447 1,266 35,987

    Addition - 7,891 - 7,891

    Amortisation charge (6,162) (1,769) (267) (8,198)

    Closing net book amount 23,112 11,569 999 35,680

    At 31 December 2008

    Cost 36,978 13,523 1,600 52,101

    Accumulated amortisation (13,866) (1,954) (601) (16,421)

    Net book amount 23,112 11,569 999 35,680

    Six month ended 30 June 2009

    Opening net book amount 23,112 11,569 999 35,680

    Addition - 2,747 - 2,747

    Amortisation charge (Note 21, 28) (3,082) (1,453) (132) (4,667)

    Closing net book amount 20,030 12,863 867 33,760

    At 30 June 2009

    Cost 36,979 16,269 1,599 54,847

    Accumulated amortisation (16,949) (3,406) (732) (21,087)

    Net book amount 20,030 12,863 867 33,760

    For the six months ended 30 June 2009, amortisation expense of approximately RMB4,565,000

    (the six months ended 30 June 2008: RMB3,867,000) was charged in administrative expenses

    and RMB102,000 in distribution costs (the six months ended 30 June 2008: RMB 69,000).JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    42

    9 Investments in associate

    (a) Movement of investment in associate is set out as follows:

    30 June 2009 31 December 2008

    RMB’000 RMB’000

    At beginning of the period / year 16,136 17,764

    Share of profit (Note 28) 1,917 5,316

    Dividends receivables (4,294) (6,944)

    Dividends received - -

    At end of the period / year 13,759 16,136

    In March 1996, the Company entered into a Sino-foreign equity joint venture agreement with

    Visteon International Holding Co., Ltd. (“Visteon”) to form Jiangxi Fuchang Climate Systems

    Co., Ltd. (“Jiangxi Fuchang”). The tenure of Jiangxi Fuchang is 30 years, and its principal

    activities include manufacture and sale of air-conditioners and spare parts for motor vehicles.

    On 1 June 2008, Visteon transferred its equity interests of Jiangxi Fuchang to Visteon Motor

    Climate Control Holding (Hong Kong) Co., Ltd. (“Visteon Hong Kong”), a subsidiary of

    Visteon, and Jiangxi Fuchang was renamed as Visteon Climate Control (Nanchang) Co., Ltd.

    (“Visteon Climate Control Nanchang”).

    Visteon Climate Control Nanchang has a registered capital of USD5.6 million, of which

    Visteon Hong Kong has an 80.85% interest and the Company has the remaining 19.15%

    interest. As the Company has 2 out of 6 seats in the board, Visteon Climate Control

    Nanchang is regarded as a 19.15% owned associate of the Company.

    (b) The Group’s share of assets, liabilities, revenue and results of its associates are as follows:

    30 June 2009 31 December 2008

    RMB’000 RMB’000

    Total assets 25,383 22,159

    Total liabilities (11,624) (6,023)

    Net assets 13,759 16,136

    Six months ended 30 June

    2009 2008

    RMB’000 RMB’000

    Revenue 16,071 18,810

    Profit for the period 1,917 3,494JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    43

    10 Deferred income tax assets

    Deferred income taxes are calculated in full on temporary differences under the liability

    method using applicable tax rate as stated in Note 25(a).

    The movement on the deferred income tax assets account is as follows:

    30 June 2009 31 December 2008

    RMB’000 RMB’000

    At beginning of the period / year 105,233 107,902

    Credit/(charged) to income statement

    (Note 25) 4,280 (2,669)

    At end of the period /year 109,513 105,233

    Provision for

    impairment of

    Retirement

    benefits

    obligation

    Accrued

    expenses

    Depreciation

    of property,

    plant and

    equipment Others Total

    RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

    At 1 January 2008 5,411 13,963 70,665 9,770 8,093 107,902

    Credited/(charged) to

    the income statement (2,883) 623 1,151 903 (2,463) (2,669)

    At 31 December 2008 2,528 14,586 71,816 10,673 5,630 105,233

    Credited/(charged) to the

    income statement (471) (4,080) (5,486) (11,684) 4,842 (16,879)

    At 30 June 2009 2,057 10,506 66,330 (1,011) 10,472 88,354

    The amounts shown in the balance sheet include the followings:

    30 June 2009 31 December 2008

    RMB’000 RMB’000

    Deferred tax assets to be recovered after

    more than 12 months

    10,407 15,083

    As at 30 June 2009, the subsidiary of the Group did not recognise deferred tax assets of

    RMB3,106,000 in respect of the FEIT reduction in relation to the purchase of domestically

    produced equipment amounting to RMB17,257,000, among which the amount of

    RMB2,129,000 will be expired at the end of 2011, the amount of RMB10,783,000 will be

    expired at the end of 2012 and the remaining RMB4,345,000 will be expired at the end of

    2013, as management believes it is more than likely that such FEIT reduction would not be

    utilised before they expire.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    44

    12 Trade and other receivables

    30 June 2009 31 December 2008

    RMB’000 RMB’000

    Trade receivables 158,261 168,077

    Less: Provision for impairment of trade

    receivables (791) (841)

    Trade receivables – net 157,470 167,236

    Notes receivables 51,553 220,609

    Other receivables 10,460 42,749

    Less: Provision for impairment of other

    receivables (56) (60)

    Other receivables – net 10,404 42,689

    Prepayments 124,910 145,683

    Dividends receivables 4,294 6,944

    348,631 583,161

    Refer to Note 31 for details of receivables from related parties.

    The carrying amounts of accounts receivable approximate their fair values.

    As at 30 June 2009, trade and other receivables of approximately RMB847,000 (31 December

    2008: RMB901,000) were impaired and provided for.

    Movement on the provision for impairment of trade and other receivables is as follows:

    30 June 2009 31 December 2008

    RMB’000 RMB’000

    At beginning of the period / year (901) (1,758)

    Reversal for impairment of receivables 54 641

    Receivables written-off during the period

    as uncollectible - 216

    At end of period / year (847) (901)

    11 Inventories

    30 June 2009 31 December 2008

    RMB’000 RMB’000

    Raw materials 451,616 619,757

    Work in progress 154,347 85,652

    Finished goods 244,532 352,464

    850,495 1,057,873JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    45

    12 Trade and other receivables (continued)

    Trade receivables that are past due are not considered impaired except the amount of

    approximately RMB847,000. As at 30 June 2009, trade receivables of RMB1,742,000 (31

    December 2008: RMB3,113,000) were past due but not impaired. The aging analysis of these

    trade receivables is as below:

    30 June 2009 31 December 2008

    RMB’000 RMB’000

    Up to three months 1,742 3,113

    The maximum exposure to credit risk at the reporting date is the carrying value of each class of

    receivable mentioned above. The Group does not hold any collateral as security.

    13 Cash and cash equivalents

    30 June 2009 31 December 2008

    RMB’000 RMB’000

    Cash at bank and in hand 1,078,161 662,474

    Short-term bank deposits (a) 2,000,674 849,134

    3,078,835 1,511,608

    As at 30 June 2009, the Group had cash deposits of approximately RMB91,928,000 (31

    December 2008: RMB75,238,000) placed with Jiangling Motor Group Finance Company

    (“JMCF”) (Note 31 (iii)). The interest rates range from 0.05% to 1.35% per annum (2008:

    0.05% to 1.71%). JMCF, a non-bank financial institution, is a subsidiary of JMCG.

    (a) Short-term bank deposits can be withdrawn at the discretion of the Group without any

    restriction.

    14 Share capital

    Tradable shares Total

    “A” shares “B” shares

    Number of

    shares

    (thousands) Restricted Non-restricted

    RMB’000 RMB’000 RMB’000 RMB’000

    Year ended 31 December 2008

    Balance at 1 January 2008 863,214 316,693 202,521 344,000 863,214

    Transfer - (45,321) 45,321 - -

    Balance at 31 December 2008 863,214 271,372 247,842 344,000 863,214

    The six months ended

    30 June 2009

    Balance at 1 January 2009 863,214 271,372 247,842 344,000 863,214

    Transfer - (268,130) 268,130 - -

    Balance at 30 June 2009 863,214 3,242 515,972 344,000 863,214

    All the “A” and “B” shares are registered, issued and fully paid ordinary shares of RMB1 each.

    All the “A” and “B” shares rank pari passu in all respects.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    46

    14 Share capital (continued)

    In January 2006, the Company implemented the share reform scheme (the “Share Reform

    Scheme”) in accordance with relevant PRC regulations after which the Company’s shares

    would become tradable in the stock market.

    With the approval from State-Owned Assets Supervision and Administration Committee of

    Guozichanquan [2006] No. 36, the shareholders of the Company approved the Share Reform

    Scheme on 16 January 2006.

    On 25 January 2006, the change on the nature of the shares relating to the Share Reform

    Scheme was approved by the Ministry of Commerce of the PRC of Shangzipi [2006] No. 387.

    According to the Share Reform Scheme, registered tradable A-share shareholders of the

    Company as at 13 February 2006 received cash consideration of RMB13.40 per 10 shares on

    14 February 2006, and subsequently these previously non-tradable A shares became tradable

    with conditions.

    15 Other reserves

    Statutory surplus

    reserve fund (a) Reserve fund Others (b) Total

    RMB’000 RMB’000 RMB’000 RMB’000

    At 1 January 2009 and 30

    June 2009 431,607 18,627 7,416 457,650

    (a) In accordance with the relevant laws and regulations in the PRC and Articles of Association of

    the Company, it is required to appropriate 10% of its annual net profit, after offsetting any prior

    years’ losses as determined under the PRC Accounting Standards for Business Enterprises, to

    the statutory surplus reserve fund before distributing the net profit. When the balance of the

    statutory surplus reserve fund reaches 50% of the Company’s share capital, any further

    appropriation is at the discretion of shareholders. The statutory surplus reserve fund can be

    used to offset prior years’ losses, if any, and may be converted into share capital by issuing

    new shares to shareholders in proportion to their existing shareholders or by increasing the par

    value of the shares currently held by them. The fund is non-distributable except for liquidation

    situation.

    No statutory surplus reserve fund was appropriated during the six months ended 30 June

    2009. (2008: RMB15,319,000). As the balance of the statutory surplus reserve fund has

    reached 50% of the Company’s share capital after the appropriation in 2008, there are no

    further appropriations to the statutory surplus reserve fund.

    (b) The Group owned 20% equity interests in Jiangxi Fujiang After-Sales Services Co., Ltd.

    (“Jiangxi Fujiang”) prior to 30 September 2006 and has been accounted for as an associate of

    the Group. On 30 September 2006, the Group acquired the remaining 80% equity interests in

    Jiangxi Fujiang. Thereafter, Jiangxi Fujiang became wholly owned by the Group. In this

    connection, the difference between the carrying amount of Jiangxi Fujiang and the attributable

    share of the fair value of Jiangxi Fujiang before this acquisition is recorded as "other reserve"

    in 2006.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    47

    16 Borrowings

    30 June 2009 31 December 2008

    RMB’000 RMB’000

    Current

    Bank borrowings

    - secured (a) 447 448

    - unsecured 25,000 38,669

    25,447 39,117

    Non-current

    Bank borrowings - secured (a) 7,829 8,056

    Total borrowings 33,276 47,173

    (a) Bank borrowings of USD1,211,457 ( equivalent to approximately RMB8,277,000) (31

    December 2008: USD1,244,199, equivalent to approximately RMB8,504,000) were

    guaranteed by JMCF (Note 31 (v)).

    The interest rate of bank borrowings is ranging from1.5% to 6.72% per annum (2008: 1.50% to

    6.99%).

    The fair value of borrowings approximates their carrying values.

    The maturity of non-current borrowings is as follows:

    30 June 2009 31 December 2008

    RMB’000 RMB’000

    Between 1 and 2 years 447 448

    Between 2 and 5 years 1,342 1,343

    Over 5 years 6,040 6,265

    7,829 8,056

    The carrying amounts of the Group’s borrowings are denominated in the following currencies:

    30 June 2009 31 December 2008

    RMB’000 RMB’000

    RMB 25,000 25,000

    US dollar 8,276 22,173

    33,276 47,173

    The Group has the following undrawn borrowing facilities:

    30 June 2009 31 December 2008

    RMB’000 RMB’000

    Fixed rate

    - Expiring within one year 2,053,366 1,156,138JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    48

    Change in assumption Impact on overall liability

    Discount rate Increase/decrease by 0.5% Decrease/increase by 3.2%

    Inflation rate Increase/decrease by 0.5% Increase/decrease by 2.9%

    Rate of mortality Increase/decrease by 1 year Decrease/increase by 1.1%

    17 Retirement benefits obligations

    The amount of early retirement and supplemental benefit obligations recognised in the balance

    sheet is as follows:

    30 June 2009 31 December 2008

    RMB’000 RMB’000

    Present value of defined benefits obligations

    Defined benefit obligations 84,443 88,633

    Unrecognised past service cost - (2,727)

    Liability on the balance sheet 84,443 85,906

    The movement of early retirement and supplemental benefit obligations for the six months

    ended 30 June 2009 is as follows:

    30 June 2009 31 December 2008

    RMB’000 RMB’000

    At beginning of the period / year 85,906 84,691

    For the year

    -Current service cost 5,965 346

    -Interest cost - 3,501

    -Payment (7,428) (15,021)

    -Past service cost - 2,850

    -Actuarial loss/(gains) - 9,539

    At end of the period / year 84,443 85,906

    Current 13,950 13,304

    Non-current 70,493 72,602

    84,443 85,906

    The material actuarial assumptions used in valuing these obligations are as follows:

    (1) Discount rate adopted: 3.25% (2008: 3.25%)

    (2) The salary and supplemental benefits inflation rate of retiree, early-retiree and employee at

    post: 0% to 5% (2008: 0% to 5%)

    (3) Mortality: average life expectancy of residents in the PRC

    Based on the assessment and IAS 19, the Group estimated that, at 30 June 2009, a provision

    of RMB84,443,000 is sufficient to cover all future retirement-related obligations.

    Obligation in respect of retirement benefits of RMB84,443,000 is the present value of the

    unfunded obligations, of which the current portion amounting to RMB13,950,000 (2008:

    RMB13,304,000) has been included under current liabilities.

    The sensitivity of the overall pension liability to changes in the weighted principal assumptions

    is:JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    49

    18 Warranty provisions

    The movement on the warranty provisions is as follows:

    30 June 2009 31 December 2008

    RMB’000 RMB’000

    At beginning of the period / year 99,079 106,910

    Charged for the period / year 48,836 66,101

    Utilised during the period / year (35,981) (73,932)

    At end of the period / year 111,934 99,079

    The above represents the warranty costs for repairs and maintenance, which are estimated

    based on present after-sale service policies and prior years’ experience on the incurrence of

    such cost. The warranty period is the sooner of two years and fifty thousand kilometres since

    the motor vehicles are sold to consumer.

    19 Trade and other payables

    30 June 2009 31 December 2008

    RMB’000 RMB’000

    Trade payables 1,565,707 1,024,072

    Payroll and welfare payable 74,444 98,710

    Dividend payables 263,881 4,930

    Other payables 473,696 396,841

    Provision related to distribution costs 64,418 55,977

    2,442,146 1,580,530

    Refer to Note 31 for details of amount due to related parties.

    20 Revenue

    The Group principally derives its turnover from the manufacture, assembly and sale of

    automobiles, related spare parts and components, and sales are made principally in the PRC.

    Revenue represents the total invoiced value of goods supplied to customers, net of

    value-added tax, returns and allowances. Accordingly, no segment information is presented.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    50

    21 Expenses by nature

    Six months ended 30 June

    2009 2008

    RMB’000 RMB’000

    (restated)

    Raw materials and consumables used 3,162,136 3,130,720

    Employee benefit expenses (Note 22) 254,069 232,693

    Depreciation on property, plant and equipment

    (Note 6,28) 137,543

    110,806

    Repairs and maintenance expenditure on

    property, plant and equipment 19,169 19,802

    Research and development expenditure 108,900 111,177

    Amortisation of lease prepayment (Note 7,28) 5,236 2,048

    Amortisation of intangible assets (Note 8,28) 4,667 3,936

    Impairment charges for inventory (Note 28) 183 315

    Reversal of receivables and other receivables

    (Note 12,28) (54)

    (186)

    Provision of warranty 48,836 35,288

    Others 383,759 429,554

    Total cost of sales, distribution costs and

    administrative expenses 4,124,444 4,076,153

    22 Employee benefit expenses

    Six months ended 30 June

    2009 2008

    RMB’000 RMB’000

    Wages and salaries 194,909 185,452

    Social security costs 14,695 12,167

    Pension costs 儃 defined contribution plans 21,625 18,664

    Pension costs 儃 defined benefit plan (Note 17) 5,965 -

    Others 16,875 16,410

    254,069 232,693

    The employees of the Group participated in a retirement benefit plan organised by the

    municipal and provincial governments under which the Group was required to make defined

    contributions monthly to this plan.

    In addition, the Group also paid certain pension subsidies to certain retired employees. In

    accordance with the Group’s early retirement programs, the Group was also committed to

    make periodic benefit payments to certain early-retired employees until they reach their legal

    retirement ages.

    23 Other income

    Six months ended 30 June

    2009 2008

    RMB’000 RMB’000

    Government grants - 164,417

    Others 2,293 2,410

    2,293 166,827JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    51

    24 Finance income and cost

    Six months ended 30 June

    2009 2008

    RMB’000 RMB’000

    (a) Finance income

    Interest income on bank deposits 20,314 17,783

    Interest income on credit sales 1,470 8,159

    21,784 25,942

    (b) Finance cost

    Interest expense on bank loans (1,314) (1,239)

    Bank charges (166) (181)

    (1,480) (1,420)

    Net finance income 20,304 24,522

    25 Taxation

    (a) Enterprise income tax (“EIT”)

    Jiangling Motors Corporation, Ltd. has been recognized as a Jiangxi Province hi-tech

    enterprise upon the approval of the Gan Ke Fa Gao [2009] No. 143 Circular jointly

    promulgated by Jiangxi Province Department of Science and Technology, Jiangxi Province

    Department of Finance, Jiangxi Province Office of State Administration of Taxation, Jiangxi

    Province Office of Local Taxation. The hi-tech enterprise qualification to the Company will be

    valid for three years (from April 15, 2009 to April 14, 2012), and the Company will enjoy an

    enterprise income tax preferential policy during the period from January 1, 2009 to December

    31, 2011.

    For the six months ended 30 June 2009, the Company applicable EIT rate is 15%.

    In March 2007, the PRC Government passed the China Corporate Income Tax Law (“CIT

    Law”). Under the CIT Law, the enterprise income tax (“EIT”) for domestic invested enterprises

    and foreign invested enterprises are combined into one and the new EIT rate is 25%, which

    has become effective on 1 January 2008. The new EIT rate of 25% is gradually effective in a 5

    years period for enterprises. According to the Notice of enterprise income tax rate transition

    regulation issued by the State Council of the PRC, the Jiangling Isuzu applied 18% EIT rate in

    2008, 20% in 2009, 22% in 2010, 24% in 2011 and 25% in 2012.

    For the six months ended 30 June 2009, the Jiangling Isuzu applicable EIT rate is 20%.

    The amounts of income tax expense charged to the income statements represented:

    Six months ended 30 June

    2009 2008

    RMB’000 RMB’000

    (restated)

    Current tax (81,526) (85,623)

    Deferred tax (Note 10) (16,879) (2,386)

    (98,405) (88,009)JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    52

    25 Taxation (continued)

    (a) Enterprise income tax (“EIT”) (continued)

    The difference between the actual income tax charge in the income statements and the

    amounts which result from applying the enacted tax rate to profit before income tax can be

    reconciled as follows:

    Six months ended 30 June

    2009 2008

    RMB’000 RMB’000

    (restated)

    Profit before tax 546,271 623,991

    Tax calculated (86,464) (112,318)

    Tax concessions 10,603 -

    Expense not deductible for tax purposes (1,082) (543)

    Income not subject to tax 950 24,762

    Effect of different tax rates applied for the periods

    in which the temporary differences are

    expected to reverse (22,412)

    90

    Tax charge (98,405) (88,009)

    (b) Value-added tax (“VAT”)

    Output VAT is levied at a general rate of 17% on the selling price of goods. Input VAT paid

    on purchase of goods can be used to offset the output VAT to determine the net VAT payable.

    (c) Consumption Tax (“CT”)

    The Group’s automobile sale is subject to CT at 5% on the selling price of goods.

    26 Earnings per share

    Basic earnings per share is calculated by dividing the profit attributable to equity holders of the

    Company by the weighted average number of ordinary shares in issue during the period.

    Six months ended 30 June

    2009 2008

    (restated)

    Profit attributable to equity holders of the

    Company (RMB ‘000) 429,852

    530,488

    Weighted average number of ordinary shares in

    issue (thousands) 863,214 863,214

    Basic earnings per share 0.50 0.61

    Diluted earnings per share equals to basic earnings per share as there were no dilutive

    potential ordinary shares outstanding during the six months ended 30 June 2009.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    53

    27 Dividends

    A final dividend for 2008, amounting to a total dividend of RMB258,964,200 has been

    approved at the Shareholders’ Meeting on 25 June 2009 (RMB0.3 per share).

    28 Cash generated from operations

    Six months ended 30 June

    2009 2008

    RMB’000 RMB’000

    (restated)

    Profit before tax 546,271 623,991

    Depreciation (Note 6,21) 137,543 110,806

    Amortisation of lease prepayment (Note 7,21) 5,236 2,048

    Amortisation of intangible assets (Note 8,21) 4,667 3,936

    Reversal of receivables and other receivables

    (Note 12,21) (54) (186)

    Impairment for write-down of inventory (Note

    21) 183 315

    Gain on disposals of PPE and lease prepayment (1,311) (71)

    Interest expense (Note 24) 1,480 1,420

    Interest income (Note 24) (21,784) (25,942)

    Net foreign exchange transaction gain (26) (2,094

    Share of profit of associates (Note 9) (1,917) (3,494)

    Investment income of held-to-maturity investment - (539

    Changes in working capital:

    - Decrease/(increase) in inventories 207,195 (214,890)

    - Decrease/(increase) in trade and other

    receivables 199,520 (166,061)

    - Increase in warranty provisions 12,855 2,833

    - Increase in trade and other payables 658,082 39,936

    - Decrease in pensions and other retirement

    benefits (1,463) (7,932)

    Cash generated from operations 1,746,477 364,076

    In the cash flow statement, proceeds from disposal of PPE and lease prepayment comprise:

    Six months ended 30 June

    2009 2008

    RMB’000 RMB’000

    Net book amount 678 1,093

    Gain on disposal of PPE and lease prepayment 1,311 71

    Proceeds from disposal of property, plant and

    equipment 1,989 1,164JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    54

    29 Contingencies

    At 30 June 2009, the Group did not have any significant contingent liabilities.

    30 Commitments

    Capital commitments

    Capital expenditure contracted for at the balance sheet date but not recognised in the

    financial statements are as follows:

    30 June 2009 31 December 2008

    RMB’000 RMB’000

    Contracted but not provided for:

    Purchases of buildings, plant and machinery 375,164 430,000

    31 Related party transactions

    Related parties are those parties that have the ability to control the other party or exercise

    significant influence in making financial and operating decisions. Parties are also considered

    to be related if they are subject to common control.

    Jiangling Motor Holdings Co., Ltd. (“JMH”), which owns 41.03% of the Company’s shares, and

    Ford, which owns 30% of the Company’s shares, are major shareholders of the Company as

    at 30 June 2009. In addition, Chongqing Changan Automobile Corporation Ltd. (“Changan

    Auto”) and JMCG hold 50% equity interest of JMH, respectively.

    The following is a summary of the significant transactions carried out between the Group, its

    associates, Changan Auto and its subsidiaries, JMCG and its subsidiaries, Ford and its

    subsidiaries in the ordinary course of business during the six months ended 30 June 2009 and

    2008:JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    55

    31 Related party transactions (continued)

    For the six months ended 30 June 2009, related parties, other than the subsidiary, and their

    relationship with the Group are as follow:

    Name of related Party Relationship

    JMCG Shareholder of JMH;

    the same Chairman

    as the Company’s

    Ford Motor (China) Co., Ltd. Subsidiary of Ford

    Ford Trading Company Subsidiary of Ford

    Ford Motor Research & Engineering (Nanjing) Co., Ltd. Subsidiary of Ford

    Ford Global Technologies, LLC Subsidiary of Ford

    Ford Otosan Company Subsidiary of Ford

    Ford Motor Company of Australia Limited Subsidiary of Ford

    JMCG Interior Trim Factory Subsidiary of JMCG

    Jiangxi JMCG Industrial Co. Subsidiary of JMCG

    JMCG Property Co. Subsidiary of JMCG

    Jiangxi Jiangling Chassis Company Subsidiary of JMCG

    Jiangling Material Co. Subsidiary of JMCG

    Land Wind Sales Company Subsidiary of JMH

    JMCG Import & Export Co., Ltd. Subsidiary of JMCG

    Nanchang Gear Co., Ltd. Subsidiary of JMCG

    Jiangling-Lear Interior Trim Factory Subsidiary of JMCG

    Nanchang Jiangling Hua Xiang Auto Components Co. Subsidiary of JMCG

    Jiangxi Specialty Vehicles Jiangling Motors Group Co.,

    Ltd. Subsidiary of JMCG

    JMCF Subsidiary of JMCG

    Jiangling Metal Casting Co. Subsidiary of JMCG

    Jiangling Auto Component Co. Subsidiary of JMCG

    Jiangxi Jiangling Material Utilization Co., Ltd. Subsidiary of JMCG

    JMCG Industry Co. Printing Plant Subsidiary of JMCG

    JMCG Industrial Co. Shangrao Motor parts Plant Subsidiary of JMCG

    JMCG Jiangxi Engineering Construction Co., Ltd. Subsidiary of JMCG

    Nanchang JMCG Xinchen Auto Component Co. Subsidiary of JMCG

    Jiangling New-power Auto manufacturing Co. Subsidiary of JMCG

    Jiangling Overseas Motors Sales&Service Co., Ltd. Subsidiary of JMCG

    JMCG Hequn Costume Co., Ltd. Associate of JMCG

    Nanchang JMCG Liancheng Auto Component Co. The same Chairman

    as the Company’s

    Visteon Climate Control Nanchang Associate of the Company

    GETRAG (Jiangxi) Transmission Company Joint venture of Ford, GETRAG

    Corporate Group and JMCG

    GETRAG Ford Transmissions Gmbh Joint venture of Ford and GETRAG

    Corporate Group

    Nanchang Baojiang Steel Processing Distribution

    Co., Ltd.

    Joint venture of JMCG and Shanghai

    Baogang International Economic

    Trade Co., Ltd

    Jiangxi JMCG Aowei Auto Component Co. Subsidiary of JMCG

    Nanchang JMCG Tianren Auto Component Co. Associate of JMCGJIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    56

    31 Related party transactions (continued)

    i) Purchases of goods, provision of services

    Purchase of goods Six months ended 30 June

    2009 2008

    RMB’000 RMB’000

    JMCG 71,095 75,972

    Ford 79,867 177,319

    JMCG Interior Trim Factory 128,737 123,894

    Jiangxi Specialty Vehicles Jiangling Motors Group

    Co., Ltd. 42,865 39,891

    Jiangxi JMCG Industrial Co. 25,522 62,173

    Jiangling Material Co. 14,270 18,764

    Visteon Climate Control Nanchang 52,593 59,623

    Jiangxi Jiangling Chassis Company 149,328 152,451

    Jiangling-Lear Interior Trim Factory 83,290 85,000

    Jiangling Metal Casting Co. 6,382 7,483

    Nanchang Gear Co., Ltd. 3,078 3,013

    Nanchang Jiangling Hua Xiang Auto Components

    Co. 40,346 37,452

    Jiangling Auto Component Co. 4,423 4,167

    Ford Trading Company - 46,950

    JMCG Industrial Co. Shangrao Motor parts Plant 1,558 2,359

    GETRAG (Jiangxi) Transmission Company 117,157 117,422

    Ford Otosan Company 480 3,552

    Nanchang JMCG Liancheng Auto Component Co. 34,878 30,969

    JMCG Hequn Costume Co., Ltd. 1,024 2,005

    GETRAG Ford Transmissions Gmbh - 3,839

    Nanchang Baojiang Steel Processing Distribution

    Co., Ltd. 145,755 126,929

    Nanchang JMCG Xinchen Auto Component Co. 6,972 166

    Nanchang JMCG Tianren Auto Component Co. 1,275 32

    Jiangxi JMCG Aowei Auto Component Co. 10,206 -

    Others 952 1,187

    1,022,053 1,182,612JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    57

    31 Related party transactions (continued)

    i) Purchases of goods, provision of services (continued)

    Provision of services and others Six months ended 30 June

    2009 2008

    RMB’000 RMB’000

    JMCG Import & Export Co., Ltd.

    - commission expenses 2,337 1,072

    JMCG

    - services (a) 485 990

    - rental expense 1,620 1,550

    - other 118 112

    Jiangxi Specialty Vehicles Jiangling Motors

    Group Co., Ltd.

    - services 2,282 21

    Ford Motor Company of Australia Limited

    - services 1,156 -

    Ford Motor (China) Co., Ltd.

    - services 1,684 -

    Ford

    - services 5,730 10,065

    JMCG Jiangxi Engineering Construction Co., Ltd.

    - services 14,507 8,127

    Jiangling-Lear Interior Trim Factory

    - services 1,680 288

    GETRAG (Jiangxi) Transmission Company

    - services 12 9,000

    Jiangxi JMCG Industrial Co.

    - services 5,598 5,545

    Ford Motor Research & Engineering (Nanjing)

    Co., Ltd.

    - services 2,019 -

    Visteon Climate Control Nanchang

    - services 1,249 -

    Others 2,494 1,123

    42,971 37,893

    (a) JMCG bears the middle school and primary school educational fees of existing

    employees and certain retired employees' expenses of the Group, and provides services

    such as cable television. The related costs were borne by the Group according to agreed

    percentages as determined by headcount ratio of the Group and JMCG.JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    58

    31 Related party transactions (continued)

    i) Purchases of goods, provision of services (continued)

    Purchases of property, plant and equipment Six months ended 30 June

    2009 2008

    RMB’000 RMB’000

    Visteon Climate Control Nanchang 500 -

    Others 400 240

    900 240

    Sales of property, plant and equipment Six months ended 30 June

    2009 2008

    RMB’000 RMB’000

    Nanchang JMCG Liancheng Auto Component Co. 1,280 -

    ii) Sales of goods and provision of services

    Sales of goods Six months ended 30 June

    2009 2008

    RMB’000 RMB’000

    JMCG Import & Export Co., Ltd. 196,530 372,815

    JMCG Interior Trim Factory 21,404 18,399

    Jiangxi Specialty Vehicles Jiangling Motors Group

    Co., Ltd. 47,543 61,317

    JMCG Property Co. 3,191 3,062

    Jiangxi JMCG Industrial Co. 4,929 40,084

    Jiangxi Jiangling Chassis Company 8,380 9,000

    Land Wind Sales Company 847 1,137

    Jiangxi Jiangling Material Utilization Co., Ltd. 14,751 22,409

    JMH 20,419 31,474

    GETRAG (Jiangxi) Transmission Company 4,687 18,267

    Nanchang JMCG Liancheng Auto Component Co. 8,334 6,300

    Jiangling New-power Auto manufacturing Co. 4,846 825

    Others 4,038 1,670

    339,899 586,759

    Six months ended 30 June

    Rental income 2009 2008

    RMB’000 RMB’000

    Jiangling Material Co. 132 132

    Others - 11

    132 143JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    59

    31 Related party transactions (continued)

    iii) Balances arising from sales/purchases of goods/services

    Trade receivables from related parties 30 June 2009 31 December 2008

    RMB’000 RMB’000

    Jiangxi Specialty Vehicles Jiangling Motors Group

    Co., Ltd. 15,400 1,812

    JMH 2,645 471

    Jiangxi Jiangling Material Utilization Co., Ltd. 1,962 2,322

    Nanchang JMCG Liancheng Auto Component Co. 5,584 3,199

    Jiangling New-power Auto manufacturing Co. 1,641 1,126

    Others 316 517

    27,548 9,447

    Other receivables from related parties 30 June 2009 31 December 2008

    RMB’000 RMB’000

    JMCG Import & Export Co., Ltd. 1,364 1,910

    Others 600 600

    1,964 2,510

    Prepayment for purchasing of goods 30 June 2009 31 December 2008

    RMB’000 RMB’000

    Nanchang Baojiang Steel Processing Distribution

    Co., Ltd. 91,145

    119,121

    JMCG Import & Export Co., Ltd. 5,454 10,616

    96,599 129,737

    Prepayment for construction in progress 30 June 2009 31 December 2008

    RMB’000 RMB’000

    JMCG Import & Export Co., Ltd. - 3,789

    JMCG Jiangxi Engineering Construction Co., Ltd. 12,424 1,800

    Others 400 -

    12,824 5,589JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    60

    31 Related party transactions (continued)

    iii) Balances arising from sales/purchases of goods/services (continued)

    Trade payables to related parties 30 June 2009 31 December 2008

    RMB’000 RMB’000

    JMCG Interior Trim Factory 53,706 48,027

    Jiangxi Specialty Vehicles Jiangling Motors Group

    Co., Ltd. 58,962 48,894

    Jiangling-Lear Interior Trim Factory 60,906 40,518

    Visteon Climate Control Nanchang 24,852 22,614

    JMCG 35,248 19,441

    Jiangxi Jiangling Chassis Company 77,231 49,252

    Nanchang Gear Co., Ltd. 2,210 1,634

    Nanchang Jiangling Hua Xiang Auto Components

    Co. 28,008 17,217

    Jiangling Metal Casting Co. 3,105 2,632

    Jiangxi JMCG Industrial Co. 13,804 12,922

    Jiangling Auto Component Co. 2,739 1,284

    JMCG Import & Export Co., Ltd. 154 1,984

    GETRAG (Jiangxi) Transmission Company 53,777 37,711

    Nanchang JMCG Liancheng Auto Component Co. 24,744 14,466

    Ford 25,606 7,171

    Nanchang JMCG Xinchen Auto Component Co. 3,639 3,066

    Jiangxi JMCG Aowei Auto Component Co. 9,563 -

    Others 3,086 2,217

    481,340 331,050

    Other payables to related parties 30 June 2009 31 December 2008

    RMB’000 RMB’000

    Ford 43,901 83,804

    Ford Otosan Company 2,234 6,992

    Ford Motor (China) Co., Ltd. 2,634 3,041

    GETRAG (Jiangxi) Transmission Company 1,012 10,500

    JMCG Jiangxi Engineering Construction Co., Ltd. 1,755 5,584

    Jiangling-Lear Interior Trim Factory 1,680 -

    Ford Motor Company of Australia Limited 2,244 1,448

    Ford Global Technologies,LLC 3,718 10,093

    Ford Motor Research & Engineering (Nanjing)

    Co., Ltd. 1,907 1,945

    Nanchang JMCG Liancheng Auto Component Co. 1,776 2,543

    JMCG 1,538 66

    Nanchang Jiangling Hua Xiang Auto

    Components Co. 2,650 -

    Others 3,916 4,614

    70,965 130,630JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    61

    31 Related party transactions (continued)

    iii) Balances arising from sales/purchases of goods/services (continued)

    Advance form related parties 30 June 2009 31 December 2008

    RMB’000 RMB’000

    JMCG Import & Export Co., Ltd. 613 4,280

    Others 161 114

    774 4,394

    Cash deposit in related parties 30 June 2009 31 December 2008

    RMB’000 RMB’000

    JMCF (Note 13) 91,928 75,238

    iv) Service fee paid to Ford, Ford Otosan Company and JMH for management staff

    Pursuant to an agreement among the Company, Ford, Ford Otosan Company and Ford Motor

    (China) Co., Ltd. in 2008, some employees of Ford, Ford Otosan Company and Ford Motor

    (China) Co., Ltd. were assigned to the Company as management staff. During the six

    months ended 30 June 2009, the Company should pay approximately USD1,688,000

    (equivalent to approximately RMB11,532,000), USD160,000 (equivalent to approximately

    RMB1,093,000) and RMB1,170,000 to Ford, Ford Otosan Company and Ford Motor (China)

    Co., Ltd. as service fee for these employees respectively.

    Pursuant to an agreement between the Company and JMH in January 2009, some employees

    of JMH were assigned to the Company as management staff. During the six months ended 30

    June 2009, the Company should pay approximately RMB349,000 to JMH as service fee for

    these employees.

    v) Guarantee

    As at 30 June 2009, bank loans of USD1,211,457 (equivalent to approximately

    RMB8,277,000) (2008: USD1,244,199, equivalent to approximately RMB8,504,000) were

    guaranteed by JMCF (Note 16).

    vi) Key management remuneration

    Key management includes directors (executive and non-executive), members of the Executive

    Committee, the Company Secretary and members of the Supervisory Board. During the six

    months ended 30 June 2009, the total remuneration of the key management was about

    RMB4,154,000 (six months ended 30 June 2008: RMB4,429,000).JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    62

    31 Related party transactions (continued)

    vii) Royalty fee

    Pursuant to the joint development agreement, the Company agreed the payment of royalty fee

    to Ford at 1.8% of sale value of VE83 series automobiles with a maximum payment amount of

    USD40,000,000, As at 30 June 2009, the Company has paid all the royalty fee.

    Pursuant to a development agreement among the Company, Ford, Ford Global Technologies,

    LLC and Ford Otosan Company in 2008, the Company agreed the payment of royalty fee to

    Ford at 2.6% of V348 series automobiles net sale till production stopped. The 67.31% and

    32.69% of total royalty fee will be paid to Ford Global Technologies, LLC and Ford Otosan

    Company respectively. During the six months ended 30 June 2009, the total royalty fee due to

    Ford Global Technologies, LLC and Ford Otosan Company was approximately USD1,496,000

    (equivalent to approximately RMB10,224,000). As at 30 June 2009, The outstanding amount

    of approximately USD898,000 will be paid in future.

    viii) Transaction with other state-owned entities

    The Group’s largest shareholder is JMH, which was established by state-owned enterprises,

    Changan Auto and JMCG, with the equity interests of 50% and 50%, respectively. The Group

    is thereby considered to be significantly influenced by the PRC Government, which controls a

    substantial number of entities in the PRC. For purpose of related party transactions disclosure,

    the Group has in place procedures to assist the identification of the immediate ownership

    structure of its customers and suppliers as to whether they are state-owned entities. Many

    state-owned entities have multi-layered corporate structure and the ownership structures

    change overtime. Nevertheless the Management believes that meaningful information relating

    to such kind of related parties transactions has been adequately disclosed.

    Transactions with other state-owned entities

    Six months ended 30 June

    2009 2008

    RMB’000 RMB’000

    Purchase of goods 325,080 499,825

    Purchase of fixed assets 8,169 23,189

    Purchase of services 8,649 11,325

    Sales of goods 10,676 466

    Interest income 19,157 16,815

    Interest expense 1,314 1,240

    Borrowings 35,000 39,107

    Repayment of borrowings 48,901 39,336JIANGLING MOTORS CORPORATION, LTD.

    FOR THE SIX MONTHS ENDED 30 JUNE 2009

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    (All amounts in RMB unless otherwise stated)

    63

    31 Related party transactions (continued)

    viii) Transaction with other state-owned entities (continued)

    Balances with other state-owned entities

    30 June 2009 31 December 2008

    RMB’000 RMB’000

    Cash and cash equivalents 2,986,907 1,436,370

    Borrowings 33,276 47,173

    Trade and other receivables 29,366 13,940

    Trade and other payables 165,525 126,310

    32 Principal subsidiary

    As at the date of this report, the Group has the following subsidiary:

    Entity

    Place and date of

    incorporation

    Percentage of equity

    interest held Principal activities

    Jiangling Isuzu Nanchang, PRC /

    10 March 1993

    75% Manufacture and sale of

    automobiles and spare parts64

    Section VII Catalog on Documents for reference

    I. Originals of 2009 half-year report signed by Chairman;

    I. Originals of 2009 half-year financial statements signed by Chairman, Chief Financial

    Officer and Chief of Finance Department;

    II. Originals of all the documents and public announcements disclosed in newspapers

    designated by CSRC during the reporting period.

    III. The Half-year Report in China GAAP.

    Board of Directors

    Jiangling Motors Corporation, Ltd.

    August 21, 2009