Share’s name: Jiangling Motors Share’s code: 000550 No.: 2013-015 Jiangling B 200550 Jiangling Motors Corporation, Ltd. 2013 First Quarter 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. 1.2 The Directors, Supervisors, and Senior Management undertake and have no objection to the truthfulness, accuracy and completeness of the contents of the First Quarter Report. 1.3 Director Howard D. Welsh did not attend this meeting in person, and he authorized Vice Chairman David L. Schoch to represent him at this meeting. Other Directors were present at the Board meeting in person. 1.4 The financial statements in this Quarterly Report are not audited. 1.5 Chairman Wang Xigao, President Yuan-Ching Chen, CFO Dennis Leu and Chief of Finance Department, Ding Ni, confirm that the financial statements in this Quarterly Report are truthful and complete. 1.6 All financial data in this Quarterly Report are prepared under International Financial Reporting Standards (“IFRS”) unless otherwise specified. 1 §2 Brief Introduction 2.1 Main accounting data and financial indicators Unit: RMB’000 2013 2012 Change (%) First Quarter First Quarter Revenue 4,900,875 4,493,960 9.05 Profit Attributable to the Equity Holders of the 499,879 475,479 5.13 Company Net Cash Generated 886,373 746,616 18.72 From Operating Activities Basic Earnings Per Share 0.58 0.55 5.13 (RMB) Diluted Earnings Per 0.58 0.55 5.13 Share (RMB) Weighted Average Return Down 0.30 6.00 6.30 on Net Asset Ratio (%) percentage point March 31, December 31, Change (%) 2013 2013 Total Assets 13,658,323 13,111,354 4.17 Shareholders’ Equity Attributable to the Equity 8,581,211 8,082,872 6.17 Holders of the Company 2.2 Total number of shareholders and top ten shareholders at the end of reporting period JMC had 25,355 shareholders, including 19,313 A-share holders and 6,042 Total shareholders B-share holders as of March 31, 2013. Top ten shareholders Shares due Shareholding Shares at the Shares with Shareholder to Shareholder Name Percentage End of 2013 Trading Type mortgage (%) First Quarter Restriction or frozen Jiangling Motor State-owned 41.03 354,176,000 0 0 Holding Co., Ltd. legal person Ford Motor Company Foreign legal 30.40 262,436,947 0 0 person Shanghai Automotive State-owned 1.51 13,019,610 0 0 Co., Ltd. Legal person National Social Domestic Security Fund- non-state-owned 1.30 11,234,091 0 0 Portfolio 102 legal person Huaan Tactical Select Domestic 0.84 7,262,451 0 0 2 Securities Investment non-state-owned Fund legal person Jpmblsa Re Ftif Foreign legal Templeton China Fund 0.70 6,071,850 0 0 person Gti 5497 National Social Domestic Security Fund- non-state-owned 0.68 5,856,528 0 0 Portfolio 418 legal person Domestic Guotai Jinma Stable non-state-owned 0.57 4,907,787 0 0 Return Equities Fund legal person New China Select Domestic Securities Investment non-state-owned 0.56 4,804,583 0 0 Fund legal person Foreign legal Invesco Funds Sicav 0.54 4,698,109 0 0 person Top ten shareholders holding unlimited tradable shares Shareholder Name Shares without Trading Share Type Restriction Jiangling Motor Holding Co., Ltd. 354,176,000 A share Ford Motor Company 262,436,947 B share Shanghai Automotive Co., Ltd. 13,019,610 A share National Social Security Fund- Portfolio 11,234,091 A share 102 Huaan Tactical Select Securities 7,262,451 A share Investment Fund Jpmblsa Re Ftif Templeton China Fund 6,071,850 B share Gti 5497 National Social Security Fund- Portfolio 5,856,528 A share 418 Guotai Jinma Stable Return Equities Fund 4,907,787 A share New China Select Securities Investment 4,804,583 A share Fund Invesco Funds Sicav 4,698,109 B share Notes on association among None. above-mentioned shareholders §3 Major Events 3.1 Causes and explanations of major changes of financial indicators compared with those of previous reporting period □√Applicable □Not Applicable In the first quarter of 2013, JMC sold 56,420 vehicles, including 17,230 JMC-brand trucks, 19,565 JMC-brand pickups (including 1,845 Yuhu Pickups), 2,689 Yusheng-brand SUVs, 16,704 Ford-brand commercial vehicles, and 232 heavy trucks. Total sales volume increased by 7.1% compared with the same period last year. Revenue and net profit during the reporting period were RMB 3 4,901 million and RMB 500 million, up 9.05% and 5% respectively compared with the same period last year. In the first quarter of 2013, JMC achieved 26% gross profit margin, an increase of 2 percent compared with the same period last year, mainly attributed to the continuous cost control and improvement of product line mix. Lease prepayment at the end of the reporting period increased by RMB 281 million, up 106% from the end of 2012, primarily reflecting the inclusion of the land property of JMC Heavy Duty Vehicle Co., Ltd. (“JMCH”) Intangible assets at the end of the reporting period increased by RMB 88 million, up 498% from the end of 2012, primarily explained by the goodwill increase from the acquisition of Taiyuan Changan Heavy Truck Company (“TCHT”). Other non-current assets at the end of the reporting period were down by RMB 81 million from the end of 2012, as the advanced payment for acquisition of TCHT was included in prior period. Held-to-maturity investment at the end of the reporting period were increased by RMB 100 million from the end of 2012, primarily reflecting increase of central bank note Non-controlling interests at the end of the reporting period were down by RMB 106 million from the end of 2012, primarily because the Company transferred the equity of Jiangling-Isuzu Motors Company Limited to Jiangling Motors Company (Group). Deferred income tax liabilities at the end of the reporting period increased by RMB 31 million from the end of 2012, primarily reflecting the deferred income tax liabilities derived from the assets evaluation of JMCH. Administrative Expenses in the first quarter of 2013 increased by RMB 136 million, up 80% compared with the same period last year, primarily reflecting the growth of product development costs. Finance income -net in the first quarter of 2013 decreased by RMB 19 million, 4 down 37% compared with the same period last year, primarily reflecting lower payment for the use of the Company’s funds from dealers and interest expense of JMCH. Other income in the first quarter of 2013 decreased by RMB 16 million, down 98% compared with the same period last year, mainly reflecting the decrease of government subsidy funds compared with the same period last year. 2013 year-to-date net cash used in investing activities was RMB 393 million, increased by RMB 146 million, up 59% compared with the same period of 2012, primarily reflecting the payment for acquiring TCHT equity. 2013 year-to-date net cash used in financing activities was 550 million, increased by RMB 550 million compared with the same period of 2012, primarily reflecting the repayment of borrowing of JMCH. 3.2 Analysis of major events, their impacts and resolutions 1. On January 8, 2013, Taiyuan Changan Heavy Truck Company (“TCHT”) completed its industrial and commercial registration changes and its company name was changed as JMC Heavy Duty Vehicle Co., Ltd. (“JMCH”). JMC paid off the remaining of RMB 189,000,000 for acquiring 100% equity of TCHT in January 2013 (total consideration concerning TCHT equity transfer was RMB 270 million, and prepayment of RMB 81 million was paid off in 2012). Upon the completion of the equity transfer, JMCH is a whole-owned subsidiary of the Company to manufacture heavy duty trucks. In the reporting period, JMCH has been added into the consolidated scope of JMC financial statements. 2. Jiangling Motors Company (Group) had paid off RMB 318,499,168 to the Company as a consideration of the equity transfer of Jiangling-Isuzu Motors Company, Ltd. (“Jiangling-Isuzu”). The relevant government approval and industrial and commercial registration changes concerning the equity transfer has been completed. Jiangling-Isuzu has been deleted from the consolidated scope of JMC financial statements. Jiangling-Isuzu was a subsidiary of JMC in the past, and JMC held 75% equity of Jiangling-Isuzu. 3.3 Commitments made by the Company or the shareholder holding 5% or more of the Company shares during the reporting period □Applicable □√Not Applicable 3.4 Forecast on 2013 first half-year operating performance 5 Warning and explanations as 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 the same period last year, may have a substantial change □Applicable □√Not Applicable 3.5 Securities investments □Applicable □√Not Applicable 3.6 Securities derivates investment □Applicable □√Not Applicable 3.6.1 Balance of securities derivates at the end of reporting period □Applicable □√Not Applicable 3.7 External research and media interview to the Company in the reporting period Date Place Communication Object Information discussed Method and sources offered January In the Oral An analyst from JMC Operating highlights 7, 2013 Company Communication Harvest Fund Management Co., Ltd. January In the Oral An analyst from China JMC Operating highlights 9, 2013 Company Communication International Capital Corporation Limited. January In the Oral Four analysts from JMC Operating highlights 10, 2013 Company Communication Guotai Junan Securities Co., Ltd. January In the Oral An analyst from Tianli JMC Operating highlights 16, 2013 Company Communication Investment Singapore (Private) Company January In the Oral An analyst from BOC JMC Operating highlights 18, 2013 Company Communication International (China) Limited January In the Oral Eleven analysts from JMC Operating highlights 24, 2013 Company Communication Sun Life Everbright Asset Management Co., Ltd., Essence Fund Management Co., Ltd, SMC China Fund, CITIC Securities Co., Ltd., Huashang Fund Management Co., Ltd., AEGON-INDUSTRIAL Fund Management Co., Ltd., New Times Securities Co., Ltd., Juntai Consulting Company, Keywise Capital Management Co., Ltd. February In the Oral An analyst from JMC Operating highlights 6 20, 2013 Company Communication Changjiang Securities Co., Ltd. March 29, In the Oral Four analysts from JMC Operating highlights 2013 Company Communication China Fortune Securities Company, ABC-CA Fund Management Co., Ltd., Haitong Securities Co., Ltd. Board of Directors Jiangling Motors Corporation, Ltd. April 27, 2013 7 Appendix Jiangling Motors Corporation, Ltd. Consolidated Balance Sheet March 31, 2013 (Prepared under International Financial Reporting Standards) (All amounts in RMB thousands unless otherwise stated) 31 March 2013* 31 December 2012 RMB’000 RMB’000 ASSETS Non-current assets Property, plant and equipment 4,534,660 4,139,276 Lease prepayment 546,051 264,824 Intangible assets 105,719 17,678 Investments in associate 25,536 22,319 Other non-current assets - 81,000 Deferred income tax assets 166,117 181,515 5,378,083 4,706,612 Current assets Financial assets at fair value through profit or loss - 322 Inventories 1,161,478 1,194,811 Trade and other receivables 1,515,416 1,649,916 Held-to-maturity investment 100,000 - Cash and cash equivalents 5,503,346 5,559,693 8,280,240 8,404,742 Total assets 13,658,323 13,111,354 EQUITY Capital and reserves attributable to the pany’s Company’s equity holders Share capital 863,214 863,214 Share premium 816,609 816,609 Other reserves 456,110 457,650 Retained earnings 6,445,278 5,945,399 8,581,211 8,082,872 Non-controlling interests - 106,378 Total equity 8,581,211 8,189,250 LIABILITIES Non-current liabilities Borrowings 5,747 5,762 Deferred income tax liablities 31,275 - Retirement benefit obligations 47,532 50,592 Warranty provisions 159,733 152,467 Other non-current liabilities 5,620 - 249,907 208,821 Current liabilities Financial liabilities at fair value through profit or loss 676 - Trade and other payables 4,814,401 4,669,878 Current income tax liabilities - 31,276 Borrowings 411 412 Retirement benefits obligations 11,717 11,717 4,827,205 4,713,283 Total liabilities 5,077,112 4,922,104 Total equity and liabilities 13,658,323 13,111,354 *: Unaudited financial indexes 8 Jiangling Motors Corporation, Ltd. Consolidated Income Statement 2013 First quarter (Prepared under International Financial Reporting Standards) (All amounts in RMB thousands unless otherwise stated) 2013 first quarter* 2012 first quarter* RMB’000 RMB’000 Revenue 4,900,875 4,493,960 Sales tax (165,247) (145,268) Cost of sales (3,635,962) (3,409,213) Gross profit 1,099,666 939,479 Distribution costs (231,767) (272,955) Administrative expenses (306,221) (170,450) Other income 239 15,513 Operating profit 561,917 511,587 Finance income 38,861 54,346 Finance costs (4,569) (240) Finance income -net 34,292 54,106 Share of profit of associates 3,218 1,577 Profit before income tax 599,427 567,270 Income tax expense (80,288) (88,725) Profit for the period 519,139 478,545 Profit attributable to: Equity holders of the Company 499,879 475,479 Non-controlling interests 19,260 3,066 519,139 478,545 Other comprehensive income - - Total comprehensive income for the period 519,139 478,545 Total comprehensive income attributable to: Equity holders of the Company 499,879 475,479 Non-controlling interests 19,260 3,066 519,139 478,545 Earnings per share for profit attributable to the equity holders of the Company (expressed in RMB per share) - Basic and diluted 0.58 0.55 *: Unaudited financial indexes 9 Jiangling Motors Corporation, Ltd. Consolidated cash flow statement 2013 First Quarter (Prepared under International Financial Reporting Standards) (All amounts in RMB thousands unless otherwise stated) 2013 first quarter* 2012 first quarter* RMB’000 RMB’000 Cash flows from operating activities Cash generated from operations 1,030,289 764,711 Interest paid (5,165) (220) Income tax paid (138,751) (17,875) Net cash generated from operating activities 886,373 746,616 Cash flows from investing activities Purchase of held-to-maturity investments (100,000) - Purchase of property, plant and equipment(“PPE”) (220,865) (299,837) Acquisition of subsidiaries, net of cash acquired (166,168) - Other cash paid relating to investing activities - (328) Proceeds from disposal of PPE 1,142 350 Interest received 92,901 52,867 Other cash received from investing activities 153 508 Net cash used in investing activities (392,837) (246,440) Cash flows from financing activities Repayments of borrowings (424,000) - Dividends paid to minority shareholders of a subsidiary (125,638) - Other cash paid relating to financing activities (245) (145) Net cash used in financing activities (549,883) (145) Net increase/(decrease) in cash and cash equivalents (56,347) 500,031 Cash and cash equivalents at beginning of year 5,559,693 5,384,977 Effects of exchange rate changes - - Cash and cash equivalents at end of period 5,503,346 5,885,008 *: Unaudited financial indexes 10