Share’s name: Jiangling Motors Share’s code: 000550 No.: 2011-028 Jiangling B 200550 Jiangling Motors Corporation, Ltd. Extracts From 2011 Half-year Report §1 Important Note 1.1 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 confirm that the information disclosed herein does not contain false statements, misrepresentations or major omissions. These extracts are extracted from the original of half-year report, and the original is published at web site http://www.cninfo.com.cn. Investors should carefully read the original for details. 1.2 None of the directors states that he can not ensure the truthfulness, accuracy and completeness of the information disclosed in the report, or he had the dissentience to this report. 1.3 Nine Directors shall attend this Board meeting and eight Directors were present. Director Howard D. Welsh did not attend this meeting, and he authorized Director Yuan-Ching Chen to represent him at this meeting. 1.4 The Half-year Financial Statements have not been audited. 1.5 Chairman Wang Xigao, President Yuan-Ching Chen, CFO Michael Joseph Brielmaier and Chief of Finance Department, Ding Ni, confirm that the Financial Statements in this Half-year Report are truthful and complete. 1.6 The Half-year Report is prepared in Chinese and English. In the event of any discrepancy, the Chinese version will prevail. All financial data in this report are prepared under International Financial Reporting Standards unless otherwise specified. §2 Brief Introduction 2.1 Brief introduction Shares name Jiangling Motors Jiangling B Shares code 000550 200550 Place of listing Shenzhen Stock Exchange Board Secretary Securities Affair Representative Name Wan Hong Quan Shi Telephone 86-791-5235675 86-791-5266178 Fax 86-791-5232839 E-mail relations@jmc.com.cn Contact address No. 509, Northern Yingbin Avenue, Nanchang City, Jiangxi Province, P.R.C 1 2.2 Operating Highlight 2.2.1 Main accounting data and financial ratios Unit: RMB000 At the end of At the end of the Change (%) reporting period* previous year Total assets 11,616,231 11,237,715 3.37 Shareholders equity Attributable to the Equity Holders of the 6,520,355 6,127,276 6.42 Company Share Capital 863,214 863,214 0 Net Assets Per Share Attributable to the Equity Holders of the 7.55 7.10 6.42 Company (RMB) Reporting period Same period Change (%) last year* (2011 first half)* Revenue 9,221,540 7,675,817 20.14 Operating Profit 1,203,418 1,192,587 0.91 Profit Before Income Tax 1,286,509 1,237,702 3.94 Profit Attributable to the Equity 1,075,018 1,039,512 3.42 Holders of the Company Basic Earnings Per Share (RMB) 1.25 1.20 3.42 Diluted Earnings Per Share (RMB) 1.25 1.20 3.42 Down 3.30 Weighted Average Return on Net 16.13 19.43 Asset Ratio (%) percentage points Net Cash Generated From 149,377 1,499,490 -90.04 Operating Activities Net Cash Flow Per Share from 0.17 1.74 -90.04 Operating Activities (RMB) Notes: *Unaudited financial indexes 2.2.2 Non-recurring items □Applicable □√Not Applicable 2 2.2.3 Difference between profit for the period per China Generally Accepted Accounting Principles (“China GAAP”) and per International Financial Reporting Standards (IFRS) □√Applicable □Not Applicable Unit: RMB000 Shareholders equity Profit Attributable to Attributable to the Equity the Equity Holders of Holders of the Company the Company June 30, 2011 2011 First Half As Prepared under the China GAAP** 6,524,048 1,078,711 Adjustment per IFRS: Staff bonus and welfare fund appropriated -3,693 -3,693 from net profit of a subsidiary As Restated in Conformity with IFRS 6,520,355 1,075,018 ** Based on the financial statements prepared by Jiangling Motors Corporation, Ltd. (JMC”) under the China GAAP. §3 Share Capital Changes and Shareholders 3.1 Table on shares changes □√Applicable □Not Applicable Before the change Change (+, -) After the change Proportion Reserve- Proportion New Bonus Shares of total converted Others Subtotal Shares of total shares Shares shares (%) shares shares (%) I. Limited tradable - - - 2,905,620 0.34% 1,170 1,170 2,906,790 0.34% A shares 1.State-owned - - - - - - - - - shares 2. State-owned legal - - - - - - - - - person shares 3. Other domestic - - - 2,901,000 0.33% - - 2,901,000 0.33% shares Including: Domestic legal 2,781,000 - - - 0.32% - - 2,781,000 0.32% person shares Domestic natural - - - 120,000 0.01% - - 120,000 0.01% person shares 4. Management 4,620 0.01% - - - 1,170 1,170 5,790 0.01% Shares II. Unlimited 860,308,380 99.66% -1,170 -1,170 860,307,210 99.66% tradable shares 1. A shares 516,308,380 59.81% - - - -1,170 -1,170 516,307,210 59.81% 2. B shares 344,000,000 39.85% - - - - - 344,000,000 39.85% III. Total 863,214,000 100% - - - - - 863,214,000 100% 3.2 Total shareholders, top ten shareholders, and top ten shareholders holding unlimited tradable shares Total shareholders JMC had 21,833 shareholders, including 15,854 A-share holders and 5,979 B-share holders, as of June 30, 2011. Top ten shareholders 3 Shareholding Shares Shares with Shareholder Percentage Due to Shareholder Name Shares Trading Type (%) Restriction Mortgage or Frozen Jiangling Motor Holding State-owned 41.03 354,176,000 - - Co., Ltd. (“JMH”) legal person Ford Motor Company Foreign 30 258,964,200 - - (Ford) legal person Shanghai Automotive Co., State-owned 1.51 13,019,610 - - Ltd. legal person Bosera Thematic Sector Domestic non Equity Securities -state-owned 1.51 12,999,900 - - Investment Fund legal person Domestic non National Social Security -state-owned 1.16 10,030,098 - - Fund- Portfolio 102 legal person Dragon Billion China Foreign 1.07 9,202,496 - - Master Fund legal person Domestic non Huaan Tactical Select -state-owned 0.85 7,374,087 - - Securities Investment Fund legal person Jpmblsa Re Ftif Templeton Foreign 0.54 4,632,763 - - China Fund Gti 5497 legal person Domestic non Harvest Stable Open -state-owned 0.52 4,463,714 - - Securities Investment Fund legal person Domestic non National Social Security -state-owned 0.51 4,436,560 - - Fund- Portfolio 103 legal person 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. 13,019,610 A share Bosera Thematic Sector Equity Securities 12,999,900 A share Investment Fund National Social Security Fund- Portfolio 102 10,030,098 A share Dragon Billion China Master Fund 9,202,496 B share Huaan Tactical Select Securities Investment Fund 7,374,087 A share Jpmblsa Re Ftif Templeton China Fund Gti 5497 4,632,763 B share Harvest Stable Open Securities Investment Fund 4,463,714 A share National Social Security Fund- Portfolio 103 4,436,560 A share Notes on association among above-mentioned Bosera Thematic Sector Equity Securities Investment shareholders Fund and National Social Security Fund- Portfolio 102 are in custody of Bosera Fund Management Co., Ltd. 3.3 Change of controlling shareholder or actual controller □Applicable □√Not Applicable 4 §4 Directors, Supervisors and Senior Management 4.1 Change of share holding of directors, supervisors and senior management □Applicable □√Not Applicable §5 Management Discussions and Analysis 5.1 Core business by industry or product □√Applicable □Not Applicable Unit: RMB000 Turnover Costs in core Gross margin change from business change change from the Cost in core Gross Margin Product Turnover the same from the same same period last business (%) period last period last year year (points) year (%) (%) I. Vehicles 8,459,434 6,463,287 23.6% 19.2 22.8 -2.3 II. Components 661,816 477,255 27.9% 34.3 32.4 1.1 Total 9,121,250 6,940,542 23.9% 20.2 23.4 -2.0 Involving: related party 618,693 505,285 18.3% 53.5 66.3 -6.3 transactions Pricing principle of related party Market Price transactions 5.2 Details pertaining to core business classified according to region □√Applicable □Not Applicable Unit: RMB000 Turnover change from the same Region Turnover period last year (%) North-east China 448,574 15.4 North China 917,396 24.3 East China 4,505,544 18.4 South China 1,419,644 15.1 Central China 745,437 25.7 North-west China 462,507 39.3 South-west China 622,148 24.1 5.3 Causes and explanations of major changes on core business and its structure □Applicable □√Not Applicable 5.4 Causes and explanations of major changes on profitability (margin) of core business compared with that of last year □√Applicable □Not Applicable In the first half of 2011, gross margin was 23.9%, down 2 percentage points from the same 5 period last year, primarily reflecting tactical price reductions and raw material cost increases. 5.5 Causes and explanations of major changes on profit structure compared with that of last year □√Applicable □Not Applicable Sales tax in the first half of 2011 increased by RMB 131 million, or 100%, from the same period last year, primarily reflecting higher consumption tax generated from volume growth and the levy of construction and education taxes. 5.6 Raised fund use 5.6.1 Raised fund use □Applicable □√Not Applicable 5.6.2 Changed projects □Applicable □√Not Applicable 5.7 The Boards adjustment on the business plan for the second half □Applicable □√Not Applicable 5.8 Warning and explanations to the situation that accumulated net profit during the period from year beginning to the end of next reporting period may be negative or, compared with same period last year, may have a substantial change □Applicable □√Not Applicable 5.9 Explanations of the Board of the Company to abnormal audit report for the reporting period from accounting firms □Applicable □√Not Applicable 5.10 Explanations of the Board of the Company to the changes and settlement of the items involved by abnormal audit report for last year from accounting firms □Applicable □√Not Applicable §6 Major Events 6.1 Acquirement, sales and restructure of operation 6.1.1 Acquirement of operation □Applicable □√Not Applicable 6 6.1.2 Sales of operation □Applicable □√Not Applicable 6.1.3 After the Operation Restructure Report or Announcement on Acquirement or Sales of Operation was published, the progress of the items and its impact on operating results and financial conditions in the reporting period are as follows □Applicable □√Not Applicable 6.2 Guarantees □Applicable □√Not Applicable 6.3 Non-operating creditors rights, liabilities between JMC and related parties □Applicable □√Not Applicable 6.4 Major litigation or arbitration items □Applicable □√Not Applicable 6.5 Analysis and Explanations on other major events & its impact and settlement □√Applicable □Not Applicable 6.5.1 Securities Investments □Applicable □√Not Applicable 6.5.2 Equity in other listed companies □Applicable □√Not Applicable 6.5.3 Non-operating account receivable by major shareholder and its subsidiaries □Applicable □√Not Applicable Independent Director Shi Jiansan, Vincent Pun Fong Kwan and Wang Xu expressed their opinions on the Companys account receivables by related parties as follows: We are aware of the cash flow occurring between the Company and its controlling shareholders and other related parties, and believe that: 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. 7 6.5.4 Commitments of the Company, shareholder and actual controller □√Applicable □Not Applicable Promisor Content of Item Implementation of commitments Commitments In the reporting period, JMH exercised its Share reform JMH * commitments sincerely and did not breach the promise. Acquisition report or Statement None N/A of changes in equity Major asset restructuring None N/A Initial Public Offering None N/A Other commitments None N/A *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. 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. 6.5.5 The proposals on 2011 half-year profit distribution and transferring capital surplus reserve to share capital □Applicable □√Not Applicable 6.5.6 Other comprehensive income □Applicable □√Not Applicable 6.6 External research and media interviews with the Company in the reporting period Date Place Communication Object Information discussed and Method sources offered January 17, In the Oral Two analysts from JMC Operating highlights 2011 Company Communication Hengtai Securities Co., Ltd., Value Star Asset Management Co., Ltd. January 19, In the Oral Three analysts from JMC Operating highlights 2011 Company Communication Minsheng Royal Fund Management Co., Ltd., 8 Orient Fund Management Co., Ltd., Great Wall Securities Co., Ltd. January 26, In the Oral Two analysts from JMC Operating highlights 2011 Company Communication Everbright Securities Company Limited, Shanxi Securities Co., Ltd. February In the Oral Ten analysts from China JMC Operating highlights 17, 2011 Company Communication Securities Co., Ltd., Changsheng Fund Management Co., Ltd., Everbright Pramerica Fund Management Co., Ltd., Bank of Communication Schroders Fund Management Co., Ltd., Galaxy Asset Management Co., Ltd., Taikang Asset Management Co., Ltd., Franklin Templeton Sealand Fund Management Co., Ltd., GF Fund Management Co., Ltd. February In the Oral An analysts from China JMC Operating highlights 18, 2011 Company Communication Re Asset Management Company Ltd. February In the Oral An analysts from Great JMC Operating highlights 23, 2011 Company Communication Wall Fund Management Co., Ltd. March 4, In the Oral An analysts from China JMC Operating highlights 2011 Company Communication Securities Co., Ltd. March 7, In the Oral Two analysts from JMC Operating highlights 2011 Company Communication Shenyin & Wanguo Securities Co., Ltd, Yinhua Fund Management Co., Ltd. March 10, In the Oral Six analysts from Beijing JMC Operating highlights 2011 Company Communication Hongdao Investment Company, GF Securities Co., Ltd., Huatai Asset Management Co., Ltd., Guotai Junan Securities Co., Ltd., Ping An Insurance (Group) Company of China, Ltd. March 16, In the Oral Five analysts from BOC JMC Operating highlights 2011 Company Communication International (China) Limited, Bosera Fund Management Co., Ltd. March 17. In the Oral An analyst from Nanjing JMC Operating highlights 2011 Company Communication Securities Co, Ltd. March 29, In the Oral Two analysts from JMC Operating highlights 2011 Company Communication Taikang Asset Management Co., Ltd. March 31, In the Oral An analyst from China JMC Operating highlights 2011 Company Merchants Securities Co., 9 Communication Ltd. April 12, In the Oral Four analysts from JMC Operating highlights 2011 Company Communication Manulife Teda Fund Management Co., Ltd., Manulife Asset Management (Hong Kong) Limited April 19, In the Oral Two analysts from JMC Operating highlights 2011 Company Communication Everbright Securities Company Limited, Shanxi Securities Co., Ltd. April 21, In the Oral An analyst from JMC Operating highlights 2011 Company Communication Huachuang Securities Co., Ltd. April 26, In the Oral Three analysts from BNP JMC Operating highlights 2011 Company Communication Paribus Securities (Asia) Limited, Goldman Sachs (Asia) Company Limited, Capital Research Company May 4, In the Oral Three analysts from GF JMC Operating highlights 2011 Company Communication Securities Co., Ltd., Harvest Fund Management Co., Ltd. May 10, In the Oral Seven analysts from JMC Operating highlights 2011 Company Communication Xiaoniu Asset Management Co., Ltd., Chongyang Investment Management Co., Ltd., Invesco Great Wall Fund Management Co., Ltd., HFT Investment Management Co., Ltd., China Post & Capital Fund Management Co., Ltd., Sunshine Insurance Group Corporation Limited, China Securities Co., Ltd. May 13, In the Oral Eight analysts from China JMC Operating highlights 2011 Company Communication International Capital Corporation Limited, E Fund Management Co., Ltd., New China Fund Management Co., Ltd., Citic-Prudential Fund Management Co., Ltd., Hualong Securities Co., Ltd., CCB Principal Asset Management Co., Ltd., Fuanda Fund Management Co., Ltd. May 24, In the Oral An analyst from PICC JMC Operating highlights 2011 Company Communication Asset Management Company Limited June 9, In the Oral An analyst from Galaxy JMC Operating highlights 2011 Company Communication Securities Co., Ltd. June 15 In the Oral Five analysts from Bosera JMC Operating highlights 10 Company Communication Fund Management Co., Ltd., Manulife Teda Fund Management Co., Ltd. June 23, In the Oral Five analysts from China JMC Operating highlights 2011 Company Communication Life Insurance (Group) Company, GoldenFaith Asset Management Co., Ltd., Greenwoods Asset Management Co., Ltd., Essence Securities Co., Ltd., Ping An Insurance (Group) Company of China §7 Financial Statements 7.1 The Financial Statements have not been audited. 11 7.2 JIANGLING MOTORS CORPORATION, LTD. CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2011 (All amounts in RMB unless otherwise stated) As at 30 June 2011# 31 December 2010 RMB’000 RMB’000 ASSETS Non-current assets Property, plant and equipment 2,817,293 2,630,524 Lease prepayment 274,608 277,870 Intangible assets 25,073 31,302 Investments in associate 21,157 17,928 Deferred income tax assets 156,609 205,063 3,294,740 3,162,687 Current assets Inventories 1,235,399 1,436,492 Trade and other receivables 1,487,791 825,374 Trading financial assets 180 - Cash and cash equivalents 5,598,121 5,813,162 8,321,491 8,075,028 Total assets 11,616,231 11,237,715 EQUITY Capital and reserves attributable to the Company’s equity holders Share capital 863,214 863,214 Share premium 816,609 816,609 Other reserves 457,650 457,650 Retained earnings 4,382,882 3,989,803 6,520,355 6,127,276 Non-controlling interests 138,701 115,319 Total equity 6,659,056 6,242,595 LIABILITIES Non-current liabilities Borrowings 6,569 6,939 Retirement benefit obligations 47,170 54,569 Warranty provisions 135,872 171,789 189,611 233,297 Current liabilities Trade and other payables 4,692,048 4,628,421 Current income tax liabilities 63,004 96,310 Borrowings 424 25,004 Retirement benefit obligations 12,088 12,088 4,767,564 4,761,823 Total liabilities 4,957,175 4,995,120 Total equity and liabilities 11,616,231 11,237,715 12 JIANGLING MOTORS CORPORATION, LTD. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 30 JUNE 2011 (All amounts in RMB unless otherwise stated) Six months ended 30 June 2011# 2010# RMB’000 RMB’000 Revenue 9,221,540 7,675,817 Sales tax (262,719) (131,399) Cost of sales (6,992,497) (5,675,348) Gross profit 1,966,324 1,869,070 Distribution costs (402,393) (381,236) Administrative expenses (361,193) (291,368) Other (expense)/income 679 (3,879) Operating profit 1,203,417 1,192,587 Finance income 80,433 42,363 Finance costs (570) (845) Finance income-net 79,863 41,518 Share of profit of associates 3,229 3,597 Profit before income tax 1,286,509 1,237,702 Income tax expense (188,109) (182,882) Profit for the period 1,098,400 1,054,820 Profit attributable to: Equity holders of the Company 1,075,018 1,039,512 Non-controlling interests 23,382 15,308 1,098,400 1,054,820 Other comprehensive income - - Total comprehensive income for the period 1,098,400 1,054,820 Total comprehensive income attributable to: Equity holders of the Company 1,075,018 1,039,512 Non-controlling interests 23,382 15,308 1,098,400 1,054,820 Earnings per share for profit attributable to the equity holders of the Company (expressed in RMB per share) - Basic and diluted 1.25 1.20 #Unaudited financial indexes 13 JIANGLING MOTORS CORPORATION, LTD. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 30 JUNE 2011 (All amounts in RMB unless otherwise stated) Six months ended June 30 2011# 2010# RMB’000 RMB’000 Cash flows from operating activities Cash generated from operations 322,759 1,601,655 Interest paid (422) (711) Income tax paid (172,960) (101,454) Net cash generated from operating activities 149,377 1,499,490 Cash flows from investing activities Purchase of held-to-maturity investments (314,968) - Purchase of property, plant and equipment (“PPE”) (399,262) (129,580) Proceeds from disposal of PPE 1,239 1,566 Interest received 58,410 31,367 Proceed from repayment of held-to-maturity investments 315,338 - Net cash used in investing activities (339,243) (96,647) Cash flows from financing activities Proceeds from borrowings - 25,019 Repayments of borrowings (24,668) (25,224) Dividends paid to the Company’s shareholders (276) (65) Other cash paid relating to financing activities (231) (205) Net cash used in financing activities (25,175) (475) Net increase / (decrease) in cash and cash equivalents (215,041) 1,402,368 Cash and cash equivalents at beginning of year 5,813,162 3,913,823 Effects of exchange rate changes - 4 Cash and cash equivalents at end of period 5,598,121 5,316,195 #Unaudited financial indexes Board of Directors Jiangling Motors Corporation, Ltd. August 23, 2011 14