Share’s name: Jiangling Motors Share’s code: 000550 No.: 2013-038 Jiangling B 200550 Jiangling Motors Corporation, Ltd. 2013 Third 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 Third Quarter Report. 1.3 All the Directors were present at the Board meeting. 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: RMB000 At the end of At the end of the Change (%) reporting period previous year Total Assets 14,863,517 13,111,354 13.36 Shareholders equity Attributable to the Equity 8,736,151 8,082,872 8.08 Holders of the Company Beginning of Reporting year to period Change (%) end of Change (%) (2013 third reporting quarter) period Revenue 5,124,475 27.34 14,795,232 16.08 Profit Attributable to the Equity Holders of the 321,566 -3.95 1,259,069 7.28 Company Net Cash Generated From - - 2,143,711 71.43 Operating Activities Basic Earnings Per Share 0.37 -3.95 1.46 7.28 (RMB) Diluted Earnings Per Share 0.37 -3.95 1.46 7.28 (RMB) Down 0.54 Down 0.50 Weighted Average Return on 4.19 percentage 14.68 percentage Net Asset Ratio (%) point point 2 2.2 Total number of shareholders and top ten shareholders at the end of reporting period JMC had 23,889 shareholders, including 18,743 A-share holders and 5,146 Total shareholders B-share holders as of September 30, 2013. Top ten shareholders Shares due Shareholding Shares as of Shares with Shareholder to Shareholder Name Percentage September Trading Type mortgage (%) 30, 2013 Restriction or frozen Jiangling Motor State-owned 41.03 354,176,000 0 0 Holding Co., Ltd. legal person Ford Motor Company Foreign legal 31.83 274,759,441 0 0 person Shanghai Automotive State-owned 1.51 13,019,610 0 0 Co., Ltd. Legal person Canada Pension Plan Foreign legal 0.92 7,923,990 0 0 Investment Board person National Social Domestic Security Fund- non-state-owned 0.91 7,850,000 0 0 Portfolio 418 legal person Jpmblsa Re Ftif Foreign legal Templeton China Fund 0.70 6,071,850 0 0 person Gti 5497 New China Select Domestic Securities Investment non-state-owned 0.70 6,048,627 0 0 Fund legal person Invesco Funds Sicav Foreign legal 0.54 4,698,109 0 0 person Templeton Dragon Foreign legal 0.46 3,985,917 0 0 Fund, Inc. person Templeton Gbl Invstmt Foreign legal Trst-Tmpltn Emgng 0.38 3,300,966 0 0 person Mkts Small Cap Fd 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 274,759,441 B share Shanghai Automotive Co., Ltd. 13,019,610 A share Canada Pension Plan Investment Board 7,923,990 A share National Social Security Fund- Portfolio 7,850,000 A share 418 Jpmblsa Re Ftif Templeton China Fund 6,071,850 B share Gti 5497 New China Select Securities Investment 6,048,627 A share Fund Invesco Funds Sicav 4,698,109 B share 3 Templeton Dragon Fund, Inc. 3,985,917 B share Templeton Gbl Invstmt Trst-Tmpltn 3,300,966 B share Emgng Mkts Small Cap Fd 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 nine months of 2013, JMC sold 165,196 vehicles, including 57,633 JMC-brand trucks, 50,988 JMC-brand pickups (including 6,537 Yuhu Pickups), 7,181 Yusheng-brand SUVs, 49,055 Ford-brand commercial vehicles and 339 heavy trucks. Total sales volume increased by 12% compared with the same period last year. Under IFRS, revenue and net profit for the first nine months of 2013 was RMB 14,795 million and RMB 1,259 million up 16.08% and 7.28% respectively from the same period last year. In the first nine months of 2013, JMC achieved 26% gross profit margin, an increase of 1 percentage point from the same period last year, primarily reflecting the continuing and effective cost control and favorable sales mix of the Company. Lease prepayment at the end of the reporting period increased by RMB 275 million, up 104% from the end of 2012, primarily reflecting the inclusion of the land property of JMC Heavy Duty Vehicle Co., Ltd. (“JMCH”). Other non-current assets at the end of the reporting period decreased by RMB 81 million from the end of 2012, as the advanced payment for acquisition of JMCH was included in prior period. Intangible assets at the end of the reporting period increased by RMB 88 million, up 496% from the end of 2012, primarily reflecting the goodwill increasing by the acquisition of JMCH. 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. Current income tax liabilities at the end of the reporting period increased by RMB 34 million, up 108% from the end of 2012, primarily reflecting the repayment of income tax increased. 4 Sales tax in the third quarter increased by RMB 50 million, up 50% compared with the same period last year, primarily reflecting the volume increasing and higher mixes of SUV and Transit vehicle. Distribution costs in the third quarter increased by RMB 156 million, up 61% compared with the same period last year, primarily reflecting the growth of product volume and expense relating to new mode launch. 2013 year-to-date net cash used in operating activities was RMB 2,144 million, increased by RMB 893 million, up 71% compared with the same period last year, primarily reflecting the changes of operating activities. 2013 year-to-date net cash used in financing activities was RMB 1,153 million, increased by RMB 377 million, up 49% compared with the same period last year, primarily reflecting the repayment of borrowing of JMCH. 3.2 Analysis of major events, their impacts and resolutions □Applicable □√Not Applicable 3.3 Commitments of the Company or the shareholder holding 5% or more of the Company shares □√Applicable □Not Applicable Promisor Content of Time Term of Implementation of Item Commitments Commitments commitments Share reform None None None N/A Acquisition report or Statement of changes None None None N/A in equity Asset restructuring None None None N/A Initial Public Offering or None None None N/A re-funding Ford April 16, within 6 months 2013 as of the In the reporting period, Ford completion date exercised its commitments Other commitments * of this sincerely and did not breach Shareholding the promise. Increase * Ford undertakes that the additional shares acquired by it within 12 months as of the First Shareholding Increase Date (January 21, 2013) will not exceed 2% of the aggregate issued shares of the Company, and it will not reduce the shares it acquires in this Shareholding Increase within 6 months as of the completion date of this Shareholding Increase. 5 3.4 Forecast on 2013 operating performance 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 3.7 External research and media interviews with the Company in the reporting period Date Place Communication Type of Object Information discussed Method Object and sources offered July 11, In the Oral Institution Four analysts from Dacheng JMC Operating 2013 Company Communication Fund Management Co., Ltd., highlights Mingsheng Securities Company Limited, Manulife Teda Fund Management Co., Ltd., Owl Creek Asset Management Lp. July 25, In the Oral Institution Six analysts from UBS, JMC Operating 2013 Company Communication China Merchant Securities highlights Company Limited, Chongyang Investment Consulting Company, Huachuang Securities Company Limited August 28, In the Oral Institution An analyst from Taikang JMC Operating 2013 Company Communication Asset Management Co., Ltd. highlights September In the Oral Institution An analyst from Chongyang JMC Operating 11, 2013 Company Communication Investment Consulting highlights Company September In the Oral Institution Two analysts from Bank of JMC Operating 17, 2013 Company Communication Communications Schroder highlights Fund Management Co., Ltd. September In the Oral Institution Two analysts from Hanlun JMC Operating 17, 2013 Company Communication Investment Consulting highlights Company September In the Oral Institution An analyst from Owl Creek JMC Operating 26, 2013 Company Communication Asset Management Lp. highlights September In the Oral Institution An analyst from GF JMC Operating 27, 2013 Company Communication Securities Company Limited highlights Board of Directors Jiangling Motors Corporation, Ltd. October 29, 2013 6 Appendix Jiangling Motors Corporation, Ltd. Consolidated Balance Sheet (Prepared under International Financial Reporting Standards) (All amounts in RMB thousands) 30 September 31 December 2013* 2012 ASSETS Non-current assets Property, plant and equipment 5,078,374 4,139,276 Lease prepayment 539,640 264,824 Intangible assets 105,390 17,678 Investments in associates 31,286 22,319 Other non-current assets - 81,000 Deferred income tax assets 195,194 181,515 5,949,884 4,706,612 Current assets Financial assets at fair value through profit or loss 124 322 Inventories 1,498,551 1,194,811 Trade and other receivables 1,599,796 1,649,916 Cash and cash equivalents 5,815,162 5,559,693 8,913,633 8,404,742 Total assets 14,863,517 13,111,354 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 456,110 457,650 Retained earnings 6,600,218 5,945,399 8,736,151 8,082,872 Non-controlling interests - 106,378 Total equity 8,736,151 8,189,250 LIABILITIES Non-current liabilities Borrowings 5,435 5,762 Deferred income tax liabilities 30,749 - Retirement benefit obligations 42,616 50,592 Provisions for warranty and other liabilities 188,718 152,467 Other non-current liabilities 5,580 - 273,098 208,821 Current liabilities Trade and other payables 5,777,041 4,669,878 Current income tax liabilities 65,107 31,276 Borrowings 403 412 Retirement benefits obligations 11,717 11,717 5,854,268 4,713,283 Total liabilities 6,127,366 4,922,104 Total equity and liabilities 14,863,517 13,111,354 *: Unaudited financial indexes 7 Jiangling Motors Corporation, Ltd. Consolidated Income Statement (Prepared under International Financial Reporting Standards) (All amounts in RMB thousands) 2013.7.1- 2012.7.1- 2013.1.1- 2012.1.1- 2013.9.30* 2012.9.30* 2013.9.30* 2012.9.30* Revenue 5,124,475 4,024,256 14,795,232 12,745,785 Sales tax (151,846) (101,409) (423,992) (357,379) Cost of sales (3,809,076) (3,008,147) (10,964,003) (9,599,166) Gross profit 1,163,553 914,700 3,407,237 2,789,240 Distribution costs (410,820) (254,949) (978,387) (806,530) Administrative expenses (411,336) (322,404) (1,086,910) (697,595) Other income/(expenses) 11,096 (1,580) 17,276 6,869 Operating profit 352,493 335,767 1,359,216 1,291,984 Finance income 51,604 46,597 144,575 162,259 Finance costs (1,187) (1,443) (5,956) (1,951) Finance income -net 50,417 45,154 138,619 160,308 Share of profit of associates 3,056 2,451 8,967 5,863 Profit before income tax 405,966 383,372 1,506,802 1,458,155 Income tax expense (84,400) (44,501) (228,473) (264,997) Profit for the period 321,566 338,871 1,278,329 1,193,158 Profit attributable to: Equity holders of the Company 321,566 334,774 1,259,069 1,173,672 Non-controlling interests - 4,097 19,260 19,486 321,566 338,871 1,278,329 1,193,158 Other comprehensive income - - - - Total comprehensive income for the period 321,566 338,871 1,278,329 1,193,158 Total comprehensive income attributable to: Equity holders of the Company 321,566 334,774 1,259,069 1,173,672 Non-controlling interests - 4,097 19,260 19,486 321,566 338,871 1,278,329 1,193,158 Earnings per share for profit attributable to the equity holders of the Company (expressed in RMB per share) - Basic and diluted 0.37 0.39 1.46 1.36 *: Unaudited financial indexes 8 Jiangling Motors Corporation, Ltd. Consolidated cash flow statement (Prepared under International Financial Reporting Standards) (All amounts in RMB thousands) 2013.7.1-2013.9.30* 2013.1.1-2013.9.30* Cash flows from operating activities Cash generated from operations 705,561 2,345,644 Interest paid - (5,211) Income Tax paid (50,044) (196,722) Net cash generated from operating activities 655,517 2,143,711 Cash flows from investing activities Purchase of held-to-maturity investments - (200,000) Purchase of property, plant and equipment(“PPE”) (275,179) (718,804) Acquisition of subsidiaries, net of cash acquired - (166,169) Other cash paid relating to investment activities (374) (805) Proceeds from disposal of PPE 1,241 2,885 Proceed from repayment of held-to-maturity investments - 200,524 Interest received 25,552 147,305 Other cash received from investing activities - 154 Net cash used in investing activities (248,760) (734,910) Cash flows from financing activities Repayments of borrowings - (424,202) Dividends paid to the Companys shareholders (601,194) (602,039) Dividends paid to minority shareholders of a subsidiary - (125,638) Other cash paid relating to financing activities (1,098) (1,453) Net cash used in financing activities (602,292) (1,153,332) Net increase/(decrease) in cash and cash equivalents (195,535) 255,469 Cash and cash equivalents at beginning of period - 5,559,693 Cash and cash equivalents at 30 June 2013 6,010,697 - Effects of exchange rate changes - - Cash and cash equivalents at end of period 5,815,162 5,815,162 *: Unaudited financial indexes 9