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公司公告

苏常柴B:2009年半年度报告(英文版)2009-08-11  

						CHANGCHAI COMPANY, LIMITED

    SEMI-ANNUAL REPORT 2009

    August 2009Important Notes

    The Board of Directors, the Supervisory Committee as well as Directors, Supervisors and

    Senior Executives of the Changchai Company, Limited (hereinafter referred to as “the

    Company”) warrant that this report does not contain any false or misleading statements or

    omit any material facts and shall take individual and joint responsibility for the accuracy,

    truth and completeness of its contents.

    All Directors of the Company attended this Board meeting.

    Person in charge of the Company Mr. Xue Guojun, person in charge of the accounting work

    Mr. He Jianguang and person in charge of accounting organization Mr. Tang Jianzhong

    hereby confirm that the Financial Report enclosed in this Semi-Annual Report was true and

    complete.

    Jiangsu Gongzheng Certified Public Accountants Co., Ltd has audited this Semi-Annual

    Report 2009 of the Company and issued a standard unqualified Auditors’ Report for the

    Company.Contents

    I. Company Profile-------------------------------------------------------------------------------4

    II. Major Financial Highlights and Indices---------------------------------------------------5

    III. Changes in Share Capital and Shares Held by Principal Shareholders---------------6

    IV. Particulars about Directors, Supervisors and Senior Executives ---------------------9

    V. Discussion and Analysis of the Management --------------------------------------------9

    VI. Significant Events -------------------------------------------------------------------------11

    VII. Financial Report---------------------------------------------------------------------------15

    VIII. Documents Available for Reference --------------------------------------------------74I. Company Profile

    (I). Legal Name of the Company

    In Chinese: 常柴股份有限公司

    In English: CHANGCHAI COMPANY, LIMITED

    Abbr.: CHANGCHAI CO., LTD.

    (II) Legal Representative: Mr. Xue Guojun

    (III) Secretary of the Board of Directors: Mr. Shi Jianchun

    Securities Affairs Representative: Mr. He Jianjiang

    Contact Address: No. 123, Huaide Middle Road, Changzhou, Jiangsu, China

    Tel: (86) 519-86603656-3155, (86) 519-86610041

    Fax: (86) 519-86630954

    E-mail: sjc000570@changchai.com, hjj000570@changchai.com

    (IV) Registered Address and Office Address: No. 123, Huaide Middle Road, Changzhou,

    Jiangsu, China

    Post Code: 213002

    Internet Website: http://www.changchai.com.cn

    E-mail: cctqm@public.cz.js.cn

    (V) Newspapers Chosen for Disclosing Information of the Company: Securities Times and

    Ta Kung Pao

    The Place Where the Semi-annual Report is Prepared and Placed: Secretariat of the

    Board

    Internet Website Designated by CSRC for Publishing the Semi-annual Report of the

    Company: http://www.cninfo.com.cn

    (VI) Stock Exchange Listed with: Shenzhen Stock Exchange

    Short Form of the Stock: Suchangchai A Stock Code: 000570

    Suchangchai B 200570

    (VII) Other Relevant Information of the Company

    1. Initial registration date: May 5, 1994;

    The registered institution with: Changzhou Municipal Administration Bureau for

    Industry and Commence

    2. The changed registration date: May 27, 2009

    The registered institution with: Changzhou Municipal Administration Bureau for

    Industry and Commence

    3. Registered number of the business license: 320400000004012

    4. Registered number of tax: 320401137155863

    5. Name of the Certified Public Accountants engaged by the Company:

    Domestic: Jiangsu Gongzheng Certified Public Accountants Co., Ltd.

    Office address: 10/F, Yingtong Business Bldg., Changzhou, JiangsuII. Major Financial Highlights and Indices

    1. Major accounting data and financial indices:

    Unit: RMB Yuan

    At the end of this

    report period

    At the period-end

    of last year

    Increase/decrease of the end of

    this report period compared with

    the period-end of last year (%)

    Total assets 2,679,363,499.62 1,897,782,775.32 41.18%

    Shareholders’ equity attributable to listed company 1,565,301,429.88 1,147,886,088.12 36.36%

    Share capital 374,249,551.00 374,249,551.00 0.00%

    Net assets per share attributable to shareholders of listed

    company (Yuan/share) 4.18 3.07 36.16%

    The report period

    (Jan. -Jun.)

    The same period

    of last year

    Increase/decrease of current

    period year-on-year (%)

    Operating revenue 1,247,512,762.60 1,150,292,907.96 8.45%

    Operating profit 217,621,227.57 -897,044.55 ——

    Total profit 218,623,563.05 -3,016,734.49 ——

    Net profit attributable to shareholders of listed company 188,720,466.26 3,958,454.06 4,667.53%

    Net profit attributable to shareholders of listed company

    after deducting non-recurring gains and losses 60,359,887.38 6,078,143.96 893.06%

    Basic earnings per share (Yuan/share) 0.50 0.011 4,445.45%

    Diluted earnings per share (Yuan/share) 0.50 0.011 4,445.45%

    Net return on equity (%) 12.06% 0.34% 11.72%

    Net cash flow arising from operating activities 279,337,848.92 -38,175,536.53 ——

    Net cash flow per share arising from operating activities

    (Yuan/share) 0.75 -0.10 ——

    Items of non-recurring gains and losses Amount

    Gains and losses from disposal of non-current assets 155,696,100.51

    Government subsidies recorded into gains and losses in current period 1,861,756.76

    Gains and losses from changes of fair value of transaction financial assets and transaction

    financial liabilities, and investment income from disposal of transaction financial assets,

    transaction financial liabilities and financial assets available for sale

    14,709,375.00

    Net non-operating income and expenses -1,800,756.38

    Total 170,466,475.89

    Less: Impact on income tax 42,105,897.01

    Total 128,360,578.88

    2. Impact on net profit and net assets after the adjustment under IFRS:

    (Unit: RMB Yuan)

    Items Net profit Net assets

    Under PRC GAAP 188,720,466.26 188,720,466.26

    Under IFRS 1,565,301,429.88 1,565,301,429.88

    Difference No difference

    3. Calculating the return on equity and earnings per share according to No. 9 Guidelines onContents and Format for Information Disclosure of Companies That Make Public Offering of

    Securities issued by CSRC (Revised in 2007)

    Return on Equity (%) Earnings per Share (Yuan/share)

    Profit in report period

    Fully diluted Weighted average Fully diluted Weighted average

    Net profit attributable to shareholders of

    ordinary shares of the Company

    12.06 13.86 0.50 0.50

    Net profit attributable to shareholders of

    ordinary shares of the Company after

    deducting non-recurring gains and losses

    3.86 4.43 0.16 0.16

    III. Changes in Share Capital and Shares Held by Principal Shareholders

    (I) Changes in share capital

    1. On 26 Jun. 2009, 80,206868 shares subject to trading moratorium were released from the

    trading moratorium for trade.

    Before the change Increase/decrease in this time After the change

    Quantity

    (share)

    Proportio

    n (%)

    Listing shares

    subject to trading

    moratorium

    Othe

    r

    Subtotal

    Quantity

    (share)

    Proport

    ion (%)

    I. Shares subject to moratorium 80,212,493 21.43 -80,206,868 -80,206,868

    1. Shares held by the State 80,206,868 21.43 -80,206,868 -80,206,868

    2. Shares held by state corporation

    3. Shares held by other domestic

    investors

    5,625 0.00 5,625 0.00

    Among which:

    Shares held by domestic corporation

    Shares held by domestic natural

    persons

    5,625 0.00 5,625 0.00

    4. Shares held by foreign investors

    Among which:

    Shares held by overseas corporation

    Shares held by overseas natural

    persons

    II. Shares not subject to moratorium 294,037,058 78.57 80,206,868 80,206,868 374,243,926 100.00

    1. RMB ordinary shares 194,037,058 51.85 80,206,868 80,206,868 274,243,926 73.28

    2. Domestically listed foreign shares 100,000,000 26.72 100,000,000 26.72

    3. Overseas listed foreign shares

    4. Others

    III. Total shares 374,249,551 100.00 0 0 0 374,249,551 100.00

    2. Listing date for trade of shares subject to trading moratorium

    Date

    Additional shares can be

    listed for trading after

    Balance of shares

    subject to trading

    Balance of shares not

    subject to trading

    Remarkexpiration moratorium moratorium

    21 Jun. 2007 27,096,478 100,606,846 273,642,705 Implemented

    12 Nov. 2007 1,680,000 98,919,346 275,322,705 Implemented

    30 Jun. 2008 18,712,478 80,206,868 294,042,683 Implemented

    26 Jun. 2009 80,206,868 0 374,249,551 Implemented

    (II) Number of shares held by the top ten shareholders subject to trading moratorium and

    condition of the trading moratorium

    (Unit: Share)

    No.

    Name of shareholders

    subject to trading

    moratorium

    Number of shares

    subject to trading

    moratorium

    Date on which shares

    can be listed for trading

    Additional shares can

    be listed for trading

    Condition of

    the trading

    moratorium

    21 Jun. 2007 18,712,478

    30 Jun. 2008 18,712,478

    1

    State-owned Assets

    Supervision and

    Administration Commission

    of Changzhou Municipal

    Government

    117,631,824

    26 Jun. 2009 80,206,868

    Note 1

    Note 1: ① Non-tradable shares held by State-owned Assets Supervision and Administration

    Commission of Changzhou Municipal Government would not be traded or transferred within

    12 months from the date when the Share Merger Reform Plan was implemented;

    ② After expiration of the aforesaid period promised, State-owned Assets Supervision and

    Administration Commission of Changzhou Municipal Government could sell original

    non-tradable shares through listing and trading on the Shenzhen Stock Exchange, but

    proportion of number of shares could be sold shall not exceed 5 percents of total shares of the

    Company within 12 months, as well as not exceed 10 percents within 24 months.

    ③ As long as number of shares sold through listing and trading on Shenzhen Stock

    Exchange reach one percent of total shares, the Company must disclose the public notice

    within two working days as of the date when the said fact happened, but could continue sell

    shares during period of the public notice.

    (III) Particular about shareholders

    1. Number of shareholders and shares held

    Total number of shareholders 57235 shareholders in total (39651 shareholders of A-share and 17584 shareholders of B-share)

    Particulars about shares held by the top ten shareholders

    Name of shareholder Nature of shareholders

    Proportio

    n in total

    shares

    Total number

    of shares held

    Increase/decr

    ease in the

    report period

    Shares subject

    to moratorium

    held

    Shares

    pledged or

    frozen

    1. State-owned Assets Supervision

    and Administration Commission of

    Changzhou Municipal Government

    State-owned

    shareholder

    31.43% 117,631,824 0 56,137,432

    2. BOCI SECURITIES LIMITED Foreign corporation 0.66% 2,456,863 0 Unknown

    3. East Asia Union Holding (Group) Domestic corporation 0.48% 1,790,000 0 UnknownCo., Ltd

    4. Guosen Securities Co., Lts Domestic corporation 0.47% 1,750,026 0 Unknown

    5. China Construction Bank-ICBC

    Credit Suisse Selected Balanced

    Mixed Fund

    Domestic corporation 0.35% 1,299,931 0 Unknown

    6. Guotai Junan Securities Co., Ltd. Domestic corporation 0.32% 1,200,000 0 Unknown

    7. SONG MING QIN Domestic natural person 0.28% 1,055,098 0 Unknown

    8. Shanghai East Asia Union

    Investment Consulting Co., Ltd

    Domestic corporation 0.27% 1,009,900 0 Unknown

    9. HOU JIAN GANG Domestic natural person 0.24% 900,000 0 Unknown

    10. SHEN YOU BING Domestic natural person 0.21% 776,000 0 Unknown

    Particulars about shares held by the top ten shareholders not subject to trading moratorium

    Name of shareholders

    Number of shares subject to

    trading moratorium held

    Type of shares

    1. State-owned Assets Supervision and Administration Commission of

    Changzhou Municipal Government

    117,631,824 Renminbi ordinary shares

    2、BOCI SECURITIES LIMITED 2,456,863

    Domestically listed foreign

    shares

    3. East Asia Union Holding (Group) Co., Ltd 1,790,000 Renminbi ordinary shares

    4. Guosen Securities Co., Lts 1,750,026 Renminbi ordinary shares

    5. China Construction Bank-ICBC Credit Suisse Selected Balanced Mixed

    Fund

    1,299,931 Renminbi ordinary shares

    6. Guotai Junan Securities Co., Ltd. 1,200,000 Renminbi ordinary shares

    7. SONG MING QIN 1,055,098 Renminbi ordinary shares

    8. Shanghai East Asia Union Investment Consulting Co., Ltd 1,009,900 Renminbi ordinary shares

    9. HOU JIAN GANG 900,000 Renminbi ordinary shares

    10. SHEN YOU BING 776,000 Renminbi ordinary shares

    Explanation on associated relationship and action-in-concert among the

    top ten shareholders

    It is unknown whether there was any associated relationship

    among the top ten tradable shareholders and among the top ten

    shareholders not subject to moratorium, or whether there is any

    action-in-concert among them as described by Measures for the

    Administrative of Disclosure of Shareholder Equity Changes.

    Note: 56,137,432 shares held by State-Owned Assets Supervision and Administrative

    Commission of Changzhou Municipal Government has been pledged to Bank of Jiangsu Co.,

    Ltd Changzhou branch.

    2. Particulars about changes in the controlling shareholder and actual controller

    During the report period, the controlling shareholder and actual controller remained

    unchanged.IV. Particulars about Directors, Supervisors and Senior Executives

    1. In the report period, there was no change in shares held by directors, supervisors and

    senior executives of the Company.

    2. In the report period, there was no engagement or dismissal of directors, supervisors and

    senior executives.

    V. Discussion and Analysis of the Management

    1. Overall operation of the Company in the report period

    For the first half year of 2009, the Company accumulatively sold various diesel engines and

    power generation sets amounting to 536,400 sets in total, an increase of 5.47% year-on-year,

    including 60,900 sets multi-cylinder diesel engines, up 17.12% year-on-year. The Company

    realized sales revenues of RMB 1,247,512,762.60, an increase of 8.45% year-on-year and

    realized a net profit of RMB 188,720,466.26, up 4,667.53% year-on-year.

    In the report period, the operating achievements increased obviously over last year, and the

    main reasons were as following: firstly, owing to influence of subsidiary policy for farm

    machinery, sales volume of the products increased over the same period of last year.

    Secondly, the Company enhanced management, adjusted product structure, so that the

    product cost was controlled and profit from main business increased. Thirdly, the Company

    sold 4,500,000 stocks of Foton Motor, which was recorded as transaction financial assets, so

    the income before tax of the first half year of 2009 accumulatively increased RMB

    14,805,000. Fourthly, 35,117,105 shares of *ST Kaima B held by the Company has

    transferred to China Hengtian Group Co., Ltd at the consideration of RMB 5.33 Yuan per

    share.

    2. Analysis on operation of the Company in the report period

    The Company belongs to the industry of machinery manufacturing, which is mainly engaged

    in manufacturing and sales of single-cylinder diesel engines, multi-cylinder diesel engines,

    fittings of diesels and power generation sets and etc.

    (1) In the report period, the composing of the Company’s income from main operations

    classified according to product was as follows:

    Indices Income from operation Cost of operation Gross profit ratio

    Products Amount (RMB) Amount (RMB) (%)

    Diesel engines and fittings 1,233,742,110.79 1,069,130,141.92 13.34

    Subtotal of other operating

    income and expenses

    13,770,651.81 14,708,107.19 -6.81

    Total 1,247,512,762.60 1,083,838,249.11 13.12(2) In the report period, the composing of the Company’s income from main operations

    classified according to area was as follows:

    Area Income from operation (RMB)

    Increase/decrease of income from

    operation year-on-year (%)

    East China 579,747,990.57 2.74

    Northeast 74,118,447.95 10.78

    Southwest 134,844,014.08 77.90

    Central China 122,236,326.92 -1.40

    North China 88,859,945.72 -14.11

    Northwest 41,052,742.52 14.41

    South China 80,120,943.65 6.06

    Export 59,414,433.05 -31.38

    (3) During the report period, gross profit ratio of main business of the Company increased to

    13.34% from 9.64% at the same period of last year, mainly because price of raw material

    dropped over the same period of last year, and the Company enhanced internal management

    control, adjusted product structure, product cost was effectively controlled and profitability

    of main business increased.

    (4) Other operating activities which had significant influence to net profit in the report period

    In the report period, the Company sold the 4,500,000 shares of Foton Motor held by it as

    tradable financial assets and earned a pre-tax profit of RMB 14,805,000. Meanwhile, it also

    gained another investment income of RMB 155 million by selling the 35,117,105 shares of

    *ST Kama B held by it.

    (5) Problems and difficulties encountered in operation

    Considering the unfavorable impact brought by the global financial crisis on the Company’s

    export business, the Company must try harder to expand the international market and

    increase its export. Meanwhile, the Company should pay attention to building up a talent

    team and adjusting the human resource structure, so as to provide a guarantee for the

    Company’s technological upgrade and rapid development.

    3. Investments made by the Company in the report period

    (1) The Company had not raised any funds during the past three years.

    (2) The Company did not launch any project invested by non-raised funds in the report

    period.VI. Significant Events

    1. Corporate governance in report period

    In strict compliance with regulatory documents such as the Company Law and the Code of

    Corporate Governance for Listed Companies, the Company kept perfecting its corporate

    governance structure and operating in a regulated way. At present, the corporate governance

    structure of the Company is considered basically in line with the regulatory documents

    concerning the corporate governance of listed companies issued by CSRC.

    2. As reviewed and approved at the 16th Meeting of the 5th Board of Directors of the

    Company, the Board planned to, based on the Company’s total shares of 374,249,551 shares

    as at 30 Jun. 2009, distribute a cash dividend of RMB 0.80 (tax included) and 5 shares for

    each 10 shares to all shareholders.

    3. In the report period, the accumulative capital in relation to the lawsuits and arbitrations in

    which the Company was involved reached RMB 56,010,400. And the said lawsuits and

    arbitrations were all cases carried down from the previous years to the report period. For

    more details, please refer to the notes of the financial statements in this report.

    4. Significant asset acquisition and sale in report period

    On 27 May 2009, the Company signed the Stock Transfer Agreement with China Hengtian

    Group Co., Ltd., transferring the 35,117,105 shares of *ST Kama B (Stock code: 900953)

    held by it to the latter at the price of RMB 187,174,169.65. The said stock transfer was

    examined and approved at the provisional meeting of the Board of Directors on 1 Jun. 2009,

    and then at the 1st Provisional Meeting in 2009 of Shareholders’ General Meeting on 17 Jun.

    2009. And the stock transfer transaction was confirmed when the Company received on 29

    Jun. 2009 the Confirmation Letter for Stock Transfer issued by the Shanghai Branch of China

    Securities Depository and Clearing Co., Ltd..

    5. In the report period, the Company did not conduct any significant related transaction with

    its actual controller or its subsidiaries.

    6. In the report period, the Company provided loan guarantees of RMB 14.50 million for its

    holding subsidiary—Changchai Benniu Diesel Engine Fittings Co., Ltd., including a

    9.5-million guarantee with the term from 29 Oct. 2008 to 29 Oct. 2009 and a 5-million

    guarantee with the term from 31 Oct. 2008 to 31 Oct. 2009.

    7. Securities investment in report period

    (1) Transactional financial assets

    Seque

    nce

    No.

    Securitie

    s variety

    Stock

    code

    Short form

    of stock

    Initial

    investment

    amount (RMB)

    Number of

    shares held

    (share)

    Book value at

    period-end (RMB))

    Proportion

    in total

    securities

    investment

    at

    Profits or losses in

    report period

    (RMB)period-end

    (%)

    Other securities investment held at period-end 0 0 0 0 0

    Profits or losses from securities investment sold in

    report period

    — — — — 14,709,375.00

    Total 0 — 0 0 14,709,375.00

    (2) Equity held by the Company of other listed companies

    Stock

    code

    Short form

    of stock

    Initial

    investme

    nt amount

    (RMB)

    Proporti

    on of

    shareho

    lding

    Book value

    at

    period-end

    (RMB)

    Profits or

    losses in

    report period

    (RMB)

    Change of

    owner’ s

    equity in

    report period

    Accounting

    item

    Source of

    stock

    600166 Foton

    Motor 41784000.00

    3.

    94

    %

    478656250.00 0.00 304895000.00

    Financial

    assets

    available for

    sale

    Exchange

    assets of

    Changcai

    Group in

    1999

    600377

    Ninghu

    Expresswa

    y

    90500.00 317500.00 0.00 45500.00

    Financial

    assets

    available for

    sale

    Transfer by

    agreement

    Total 41874500.00 — 478973750.00 0.00 304940500.00

    (2) Equity held by the Company of non-listed financial enterprises and companies to be listed

    Name of

    the held

    party

    Initial

    investment

    amount (RMB)

    Number of

    shares held

    (share)

    Proportion

    in equity of

    the held

    party

    Book value at

    period-end (RMB)

    Profits

    or

    losses

    in

    report

    period

    (RMB)

    Change

    of

    owner’

    s

    equity

    in

    report

    period

    Account

    ing item

    Source of

    stock

    Bank of

    Jiangsu

    38000000.00 38000000 0.48% 38000000.00 0 0

    Long-ter

    m equity

    investm

    ent

    Sponsor’s

    shares

    Total 38000000.00 38000000 0.48% 38000000.00 0 0

    8. In the report period, the Company did not sign any significant contract.

    9. Researches, interviews and visits received in report period

    Time of

    reception

    Place of reception

    Way of

    reception

    Visitor

    Main discussion and materials

    provided

    5 Feb. 2009

    The 3rd Meeting Room

    of the Company

    Field research

    Huabaoxingye Fund and

    Shenwanbali Fund

    The Company’s main operation, the

    influence of macro-policies on the

    Company and the Company’s futuredevelopment

    6 Feb. 2009

    The 3rd Meeting Room

    of the Company

    Field research Changjiang Securities

    The Company’s main operation, the

    influence of macro-policies on the

    Company and the Company’s future

    development

    9 Feb. 2009

    The 3rd Meeting Room

    of the Company

    Field research Guoxin Securities

    The Company’s main operation and

    its future development

    10. Implementation of commitments

    Commitments made by the originally non-tradable shareholders in the share merger reform,

    as well as their implementation:

    Serial

    No.

    Name of shareholder Commitment Implementation

    1

    the State-owned Assets Supervision

    and Administration Commission of

    Changzhou People’s Government

    1. No trading and transfer of the held non-tradable

    shares would be conducted within 12 months as of the

    date when the share merger reform was implemented;

    2. After expiration of the aforesaid undertaking, the

    originally non-tradable shares could be sold through

    listing and trading on Shenzhen Stock Exchange, but

    the proportion of the sold shares in total shares of the

    Company shall not exceed 5 percent within 12

    months, as well as not exceed 10 percent within 24

    months.

    As approved, 18,712,478

    shares were released from the

    trading moratorium on 21

    Jun.

    2

    Shareholders of raised legal

    person’s shares

    No trading and transfer shall be conducted within 12

    months as of the date when the share merger reform

    was implemented.

    As approved, 10,064,000

    shares were released from

    trading moratorium on 21

    Jun. 2007.

    11. No shareholders holding over 5% of the Company’s shares made any further

    commitments concerning the trading moratorium on shares in 2008.

    12. In the report period, the Company, the Board of Directors of the Company and its

    directors received no investigations, administrative punishment, criticism by circular from

    CSRC, and no official criticism from the stock exchange; meanwhile, the directors and

    management staff of the Company were not adopted any judicial compulsory measure on.

    13. Special explanation and independent opinion from independent directors on the capital

    occupation by the Company’s related parties and its provision of external guarantees

    There existed no non-operational occupation of the Company’s capital by the holding

    shareholder or other related parties.In the report period, the Company provided external guarantees and controlled the relevant

    risks in strict compliance with relevant regulations. There existed no violation of the Circular

    on Regulating Provision of External Guarantees by Listed Companies. The Company only

    provided guarantees for the funds needed in the normal production and operation of its

    holding subsidiaries, with a legal and reasonable decision-making procedure for the said

    guarantees, which thus did no harm to the interests of the Company and its shareholders.

    14. Other matters

    (1) In the report period, no shareholders holding 30% of the Company’s shares put forward or

    implemented plans of stock increase;

    (2) In the report period, no relevant parties made compensation due to the commitments

    made in the Company’s share merger reform and significant asset reorganization.VII. Financial Report

    To all the shareholders of Changchai Company, Limited

    We have audited the attached financial statements of Changchai Company, Limited

    (hereinafter refer to as “the Company”) which comprise consolidated balance sheet and

    balance sheet of parent company as at 30 Jun. 2009, and consolidated income statement,

    income statement of parent company, consolidated statement on changes in equity, statement

    on equity of parent company, consolidated cash flow statement, statement on cash flow of

    parent company from Jan. to Jun. 2009 and notes to financial statements.

    I. Directors’ responsibility for the financial statements

    The directors are responsible for the preparation and the true and fair presentation of these

    financial statements in accordance with Accounting Standards for Business Enterprises and

    Accounting System for Business Enterprises of the People’s Republic of China. These

    responsibilities include (1) designing, implementing and maintaining internal control relevant

    to the preparation and the true and fair presentation of financial statements that are free from

    material misstatement, whether due to fraud or error; (2) selecting and applying appropriate

    accounting policies; (3) making accounting estimates that are reasonable in the

    circumstances.

    II. Auditor’s responsibility

    Our responsibility is to express an opinion on these financial statements based on our audit

    and to report our opinion solely to you, as a body and for no other purpose. We do not

    assume responsibility towards or accept liability to any other person for the contents of this

    report.

    We conducted our audit in accordance with Independent Audit Standards promulgated by the

    Chinese Institute of Certified Public Accountants. Those standards require that we comply

    with ethical requirements and plan and perform the audit to obtain reasonable assurance as to

    whether the financial statements are free from material misstatement.

    An audit involves performing procedures to obtain audit evidence about the amounts and

    disclosures in the financial statements. The procedures selected depend on the auditor’s

    judgment, including the assessment of the risks of material misstatement of the financial

    statements, whether due to fraud or error. In making those risk assessments, the auditor

    considers internal control relevant to the entity’s preparation and true and fair presentation of

    the financial statements in order to design audit procedures that are appropriate in the

    circumstances, but not for the purpose of expressing an opinion on the effectiveness of the

    entity’s internal control. An audit also includes evaluating the appropriateness of accounting

    policies used and the reasonableness of accounting estimates made by the directors, as well

    as evaluating the overall presentation of the financial statements.

    We believe that the audit evidence we have obtained is sufficient and appropriate to provide

    a basis for our audit opinion.

    III. Audit opinion

    In our opinion, the financial statements give a true and fair view of the state of affairs of the

    Company as at 30 Jun. 2009 and of operating achievements and cash flows of the Company

    from Jan. to Jun. 2009 in accordance with the Accounting Standards for Business Enterprise

    and the Accounting System for Enterprises of the People’s Republic of China.

    Jiangsu Gongzheng Tianye Certified Public Accountants

    Certified Public Accountant of China CPA: Wang Wenkai, Dai Weizhong

    China · Wuxi

    10 Aug. 2009Balance Sheet

    Prepared by Changchai Company, Limited 30 Jun. 2009 Unit: RMB Yuan

    Amount at the period-end Amount at the period-begin

    Items

    Consolidation Parent company Consolidation Parent company

    Current assets:

    Monetary funds 849,987,171.26 802,218,005.31 402,778,967.15 378,820,707.08

    Settlement fund reserve

    Dismantle fund

    Transaction financial asset 21,645,000.00 21,645,000.00

    Notes receivable 31,584,198.04 30,334,198.04 27,121,088.60 26,721,088.60

    Account receivable 298,330,508.28 258,257,469.52 204,208,036.51 160,990,383.74

    Account paid in advance 12,615,992.45 11,207,206.15 9,683,253.18 8,569,751.19

    Premium receivables

    Receivables from reinsurers

    Reinsurance contract reserve receivables

    Interest receivable

    Dividend receivable

    Other account receivable 25,577,192.58 24,197,413.65 28,063,069.38 27,899,889.79

    Financial assets purchased under agreements to resell

    Inventories 262,912,117.34 217,126,353.76 323,777,713.81 289,425,993.52

    Non-current assets due within 1 year 0.00 0.00

    Other current assets 108,206.30

    Total current assets 1,481,115,386.25 1,343,340,646.43 1,017,277,128.63 914,072,813.92

    Non-current assets:

    Loans and advance

    Available for sale financial assets 478,973,750.50 478,973,750.50 174,033,250.00 174,033,250.00

    Held to maturity investments 0.00 0.00

    Long-term account receivable 0.00 0.00

    Long-term equity investment 61,769,522.61 112,109,322.61 93,179,255.93 143,519,055.93

    Investing property 71,635,245.23 71,635,245.23 72,739,415.63 72,739,415.63

    Fixed asset 367,189,360.79 310,966,295.02 364,125,318.48 308,323,648.71

    Project in construction 112,785,188.74 109,454,588.74 69,705,698.81 67,525,098.81

    Engineering material

    Fixed asset disposal

    Bearer biological asset

    Oil assets

    Intangible assets 104,742,159.86 102,427,636.45 106,102,470.72 103,756,831.97

    Development expense

    Goodwill

    Long-term expense to be apportioned

    Deferred tax assets 1,152,885.64 1,152,885.64 620,237.12 620,237.12

    Other non-current assets

    Total of non-current assets 1,198,248,113.37 1,186,719,724.19 880,505,646.69 870,517,538.17Total assets 2,679,363,499.62 2,530,060,370.62 1,897,782,775.32 1,784,590,352.09

    Current liabilities:

    Short-term borrowings 47,500,000.00 51,200,000.00

    Borrowing from Central Bank

    Deposits and due to banks and other financial

    institutions

    Placements from banks and other financial institutions

    Transaction financial liabilities

    Notes payable 226,859,800.00 194,250,000.00 136,103,600.00 126,990,000.00

    Account payable 425,650,890.14 390,991,084.33 361,368,076.43 334,431,191.26

    Account received in advance 44,265,465.88 42,271,823.44 24,690,165.89 24,543,763.01

    Financial assets sold under agreements to repurchase

    Handling charges and commission payable

    Employee’s compensation payable 25,330,203.36 21,799,018.78 25,369,781.88 21,831,003.69

    Tax payable 16,991,333.79 20,965,709.94 -29,212,801.62 -27,781,020.54

    Interest payable

    dividend payable

    Other account payable 141,976,215.94 141,132,524.50 88,548,123.52 89,518,212.18

    Due to reinsurers

    Insurance contract reserve

    Customer deposits

    Amount payables under security underwriting

    Non-current liabilities due within 1 year 0.00 0.00

    Other current liabilities 4,198,258.83 3,250,004.97 4,654,904.31 3,771,298.47

    Total current liabilities 932,772,167.94 814,660,165.96 662,721,850.41 573,304,448.07

    Non-current liabilities:

    Long-term borrowings 62,000,000.00 62,000,000.00 42,000,000.00 42,000,000.00

    Debentures payable

    Long-term payables

    Specific purpose account payables 690,000.00 690,000.00 690,000.00 690,000.00

    Provisions for contingent liabilities

    Deferred tax liabilities 109,274,812.50 109,274,812.50 37,149,762.50 37,149,762.50

    Other non-current liabilities

    Total non-current liabilities 171,964,812.50 171,964,812.50 79,839,762.50 79,839,762.50

    Total liabilities 1,104,736,980.44 986,624,978.46 742,561,612.91 653,144,210.57

    Owner’s equity (or shareholders’ equity)

    Paid-in capital (or share capital) 374,249,551.00 374,249,551.00 374,249,551.00 374,249,551.00

    Capital surplus 501,179,061.76 510,868,747.95 272,484,186.26 282,163,372.45

    Less: Treasury Stock

    Reserved fund

    General risk provision 240,369,344.92 240,369,344.92 240,369,344.92 240,369,344.92

    Retained earnings

    Foreign exchange difference 449,503,472.20 417,947,748.29 260,783,005.94 234,663,873.15Total owners' equity attributable to holding company 1,565,301,429.88 1,543,435,392.16 1,147,886,088.12 1,131,446,141.52

    Minority interest 9,325,089.30 7,335,074.29

    Total owner’s equity 1,574,626,519.18 1,543,435,392.16 1,155,221,162.41 1,131,446,141.52

    Total liabilities and owner’s equity 2,679,363,499.62 2,530,060,370.62 1,897,782,775.32 1,784,590,352.09

    Income statement

    Prepared by Changchai Company, Limited Jan.-Jun. 2009 Unit: RMB Yuan

    In current period The same period of last year

    Items

    Consolidation Parent company Consolidation Parent company

    I. Total sales 1,247,512,762.60 1,255,320,258.61 1,150,292,907.96 1,156,432,821.16

    Including: Sales 1,247,512,762.60 1,255,320,258.61 1,150,292,907.96 1,156,432,821.16

    Interests income

    Premium income

    Handling charges and commission income

    II. Total cost of sales 1,201,087,846.36 1,214,002,985.79 1,125,204,769.57 1,132,945,611.59

    Including: Cost of sales 1,083,838,249.11 1,106,419,500.15 1,034,337,620.32 1,050,826,375.33

    Interests expenses

    Handling charges and commission expenses

    Claim expenses-net

    Provision for insurance liability reserve

    Expenses for reinsurance accepted

    Payments on surrenders

    Policyholder dividends

    Taxes and associate charges 111,622.19 201,587.58 0.00

    Selling and distribution expenses 55,539,292.48 53,477,331.68 34,745,959.68 33,246,772.52

    Administrative expenses 61,026,897.65 54,740,529.53 67,773,996.60 62,159,675.43

    Financial expense -3,217,766.99 -4,533,199.69 -7,853,289.41 -9,286,106.49

    Impairment loss 3,789,551.92 3,898,824.12 -4,001,105.20 -4,001,105.20

    Add: gain/(loss) from change in fair value (“-” means

    loss)

    -16,440,300.00 -16,440,300.00 -30,060,000.00 -30,060,000.00

    Gain/(loss) from investment (“-” means loss) 187,636,611.33 187,636,611.33 4,074,817.06 4,074,817.06

    Including: income form investment on affiliated

    enterprise and jointly enterprise

    Foreign exchange difference (“-” means loss)

    III. Business profit (“-” means loss) 217,621,227.57 212,513,584.15 -897,044.55 -2,497,973.37

    Add: non-business income 6,169,392.10 3,377,541.64 2,996,118.31 2,123,161.75

    Less: non-business expense 5,167,056.62 5,167,056.62 5,115,808.25 5,008,425.60

    Including: loss from non-current asset disposal

    IV. Total profit (“-” means loss) 218,623,563.05 210,724,069.17 -3,016,734.49 -5,383,237.22

    Less: Tax expense 27,909,581.78 27,440,194.03 -7,515,000.00 -7,515,000.00

    V. Net profit (“-” means loss) 190,713,981.27 183,283,875.14 4,498,265.51 2,131,762.78

    -Attributable to parent company 188,720,466.26 183,283,875.14 3,958,454.06 2,131,762.78

    -Minority interest 1,993,515.01 539,811.45VI. Earnings per share

    (I) basic earnings per share 0.50 0.011

    (II) diluted earnings per share 0.50 0.011

    Cash Flow Statement

    Prepared by Changchai Company, Limited Jan.-Jun. 2009 Unit: RMB Yuan

    In current period The same period of last year

    Items

    Consolidation Parent company Consolidation Parent company

    I. Cash flows for operating activities:

    Cash received from sales of goods or rending of services 1,381,845,211.20 1,362,060,681.86 1,218,357,703.77 1,221,635,379.61

    Cash received on deposits and from banks and other

    financial institutions

    Net increased cash received on borrowings from central

    bank

    Cash received on placements from other financial

    institutions

    Premium received

    Cash received from reinsurance

    Net increased amount received on policyholder deposit

    and investment

    Cash received from disposal of held for trading financial

    assets

    Interests, handling charges and commission received

    Cash received on placements from bank, net

    Cash received under repurchasing, net

    Refund of tax and fare received 8,197,024.83 5,794,682.48

    Other cash received relating to operating activities 3,436,274.54 2,970,907.40 6,505,478.02 5,985,126.63

    Sub-total of cash inflows 1,393,478,510.57 1,370,826,271.74 1,224,863,181.79 1,227,620,506.24

    Cash paid for goods and services 975,548,726.70 1,006,219,223.95 1,109,256,002.47 1,116,103,871.60

    Loans and advances drawn

    Cash paid to central bank, banks and other financial

    institutions, net

    Claims paid

    Interests, handling charges and commission paid

    Dividends paid to policyholders

    Cash paid to and on behalf of employees 99,411,807.47 89,838,515.04 99,258,631.04 91,689,506.52

    Tax and fare paid 9,855,748.36 4,997,007.37 17,569,632.30 16,010,653.80

    Other cash paid relating to operating activities 29,324,379.12 24,909,039.56 36,954,452.51 35,884,879.01

    Sub-total of cash outflows 1,114,140,661.65 1,125,963,785.92 1,263,038,718.32 1,259,688,910.93

    Net cash flow from operating activities 279,337,848.92 244,862,485.82 -38,175,536.53 -32,068,404.69

    II. Cash Flows from Investment Activities:

    Cash received from return of investments 36,911,141.63 36,911,141.63

    Cash received from investment income 187,339,903.02 187,339,903.02 4,074,817.06 4,074,817.06Net cash received from disposal of fixed assets,

    intangible assets and other long-term assets

    177,877.01 177,877.01 2,195,800.31 2,071,694.19

    Proceeds from sale of subsidiaries and other operating

    units

    Other cash received relating to investment activities

    Sub-total of cash inflows 224,428,921.66 224,428,921.66 6,270,617.37 6,146,511.25

    Cash paid for acquiring fixed assets, intangible assets

    and other long-term assets

    67,712,080.24 63,680,764.75 59,254,790.36 56,927,559.17

    Cash paid for acquiring investments 0.00 0.00

    Net cash used in loans

    Net cash used in acquiring subsidiaries and other

    operating units

    Other cash paid relating to investment activities

    Sub-total of cash outflows 67,712,080.24 63,680,764.75 59,254,790.36 56,927,559.17

    Net cash flow from investing activities 156,716,841.42 160,748,156.91 -52,984,172.99 -50,781,047.92

    III. Cash Flows from Financing Activities:

    Cash received from absorbing investment

    Including: Cash received from increase in minority

    interest

    Cash received from borrowings 57,700,000.00 20,000,000.00 28,500,000.00 0.00

    Cash received from issuing debentures

    Other proceeds relating to financing activities 11,345,239.60 11,345,239.60

    Sub-total of cash inflows 57,700,000.00 20,000,000.00 39,845,239.60 11,345,239.60

    Cash paid for settling debt 41,400,000.00 25,500,000.00 0.00

    Cash paid for distribution of dividends or profit or

    reimbursing interest

    4,033,686.23 2,213,344.50 29,015,883.32 28,068,716.33

    Including: dividends or profit paid to minority interest

    Other cash payments relating to financing activities 1,112,800.00

    Sub-total of cash outflows 46,546,486.23 2,213,344.50 54,515,883.32 28,068,716.33

    Net cash flow from financing activities 11,153,513.77 17,786,655.50 -14,670,643.72 -16,723,476.73

    IV. Effect of foreign exchange rate changes

    V. Increase in cash and cash equivalents 447,208,204.11 423,397,298.23 -105,830,353.24 -99,572,929.34

    Add : Cash and cash equivalents at year-begin 400,278,967.15 378,820,707.08 443,234,034.61 417,975,515.87

    VI. Cash and cash equivalents at the end of the year 847,487,171.26 802,218,005.31 337,403,681.37 318,402,586.53Statement of Change in Owners’ Equity

    Prepared by Changchai Company, Limited 30 Jun. 2009 Unit: RMB Yuan

    Amount in current period Amount in last year

    Owners’ equity attributable to parent company Owners’ equity attributable to parent company

    Items

    Pain-up

    capital (or

    share

    capital)

    Capital

    reserve

    Lessen:

    treasury

    stock

    Surplus

    public

    reserve

    General

    risk

    reserve

    Retaine

    d profits

    Others

    Minorit

    y equity

    Total of

    owners’

    equity

    Pain-up

    capital (or

    share

    capital)

    Capital

    reserve

    Lessen:

    treasury

    stock

    Surplus

    public

    reserve

    General

    risk

    reserve

    Retaine

    d profits

    Others

    Minorit

    y equity

    Total of

    owners’

    equity

    I. Balance as at the end of last year

    374,249,55

    1.00

    272,484,

    186.26

    240,369,

    344.92

    260,783,

    005.94

    7,335,07

    4.29

    1,155,22

    1,162.41

    374,249,5

    51.00

    495,672,

    761.92

    240,369,

    344.92

    372,844,

    737.18

    8,014,96

    7.89

    1,491,15

    1,362.91

    Add: Change in accounting policy

    Correction of previous accounting

    errors

    II. Balance as at the year begin

    374,249,55

    1.00

    272,484,

    186.26

    240,369,

    344.92

    260,783,

    005.94

    7,335,07

    4.29

    1,155,22

    1,162.41

    374,249,5

    51.00

    495,672,

    761.92

    240,369,

    344.92

    372,844,

    737.18

    8,014,96

    7.89

    1,491,15

    1,362.91

    II. Increase/decrease in this year (“-”

    means loss)

    228,694,

    875.50

    188,720,

    466.26

    1,990,01

    5.01

    419,405,

    356.77

    -223,18

    8,575.66

    -112,06

    1,731.24

    -679,89

    3.60

    -335,93

    0,200.50

    (I) Net profit

    188,720,

    466.26

    1,993,51

    5.01

    190,713,

    981.27

    -83,993,

    014.91

    -1,396,8

    89.21

    -85,389,

    904.12

    (II) Gain/loss recorded in owners’

    equity directly

    228,694,

    875.50

    -3,500.0

    0

    228,691,

    375.50

    -223,18

    8,575.66

    716,995.

    61

    -222,47

    1,580.05

    1. Net amount on changes in fair

    value of financial assets available for sale

    304,940,

    500.50

    304,940,

    500.50

    -300,45

    2,750.00

    -300,45

    2,750.00

    2. Effect on changes in other

    owners’ equity of invested units under

    equity method

    -10,500.

    00

    -10,500.

    00

    2,150,98

    6.84

    2,150,98

    6.843. Effect of income tax recorded in

    owners’ equity

    -76,235,

    125.00

    -76,235,

    125.00

    75,113,1

    87.50

    75,113,1

    87.50

    4. Other

    -3,500.0

    0

    -3,500.0

    0

    716,995.

    61

    716,995.

    61

    Subtotal of (I) and (II)

    228,694,

    875.50

    188,720,

    466.26

    1,990,01

    5.01

    419,405,

    356.77

    -223,18

    8,575.66

    -83,993,

    014.91

    -679,89

    3.60

    -307,86

    1,484.17

    (III)Input and reduced capital of

    owners

    1. Capital input by owners

    2. Amount of shares-based payment

    recorded in owner’s equity

    3. Other

    (IV) Profit distribution

    -28,068,

    716.33

    -28,068,

    716.33

    1. Appropriating surplus reserve

    2. Appropriating general risk

    reserve

    3. Distribution to owners

    (shareholders)

    -28,068,

    716.33

    -28,068,

    716.33

    4. Other

    (V) Internal carry-over of owner’s

    equity

    1. Transferring capital reserve into

    capital (share capital)

    2. Transferring surplus reserve into

    capital (share capital)3. Making up losses with surplus

    reserve

    4. Other

    IV. Balance as at the period-end

    374,249,55

    1.00

    501,179,

    061.76

    240,369,

    344.92

    449,503,

    472.20

    9,325,08

    9.30

    1,574,62

    6,519.18

    374,249,5

    51.00

    272,484,

    186.26

    240,369,

    344.92

    260,783,

    005.94

    7,335,07

    4.29

    1,155,22

    1,162.41Note 1: General information

    Changchai Company Limited (the Company for short hereafter) was founded in

    People’s Republic of China in 1994. The domestic A share and the overseas B share

    of the Company were respectively listed in 1994 and 1996.

    The Company mainly engaged in the production and sales of small and

    medium-sized single cylinders and multi-cylinder diesel engine with the label of

    “Changchai” Brand. The diesel engine produced and sold by the Company were

    mainly used in tractors, combine harvest models, light commercial vehicle, farm

    equipment, small-sized construction machinery, generator units and shiplifts, etc.

    There were such departments as Office Room of the Company, Financial Department,

    Political Department, Investment and Development Department, Enterprise

    Management Department, Human Recourses Department, Production Department,

    Procurement Department, Sales Company, Chief Engineer Office, Technology

    Center, Quality Assurance Department, Foundry Branch, Machine Processing

    Branch, Single-cylinder Engineer Branch, Multi-cylinder Engineer Branch and

    Overseas Business Division in the Company .

    Note 2: Declaration on following Accounting Standard for Business Enterprises

    Declaration from the Company: the Financial Report prepared by the Company was

    in line with requirements of Accounting Standard for Busienss Enterprise, which

    reflected the financial status, business result and cash flow of the Company truly and

    objectively.

    Note 3: Compiling foundation of financial statements

    With going-concern assumption as the basis, the Company prepares its financial

    statement in light of the actual transactions and matters, as well as recognition and

    measurement in line with the accounting standard for business enterprise and its

    application guidelines promulgated by the Ministry of Finance of PRC on 15 Feb.

    2006. The financial statements shall be presented in line with the provision in the

    Accounting Standard for Business Enterprise No. 30 – Presentation of Financial

    Statement, in which the accounting information shall be prepared in light of the

    accounting policies and accounting estimated of the Company. Such accounting

    policies and accounting estimated shall be drawn up at the accounting standard for

    business enterprises and the actual status of the Company.

    Note 4: The main accounting policies and accounting estimation of the Company

    1. Accounting periods

    The accounting periods were divided into accounting year and metaphase, the

    accounting year was from Jan. 1 to Dec. 31 and as the metaphase included monthly,

    quarterly and semi-yearly periods.

    2. Functional currency

    RMB was the functional currency of the Company.3. The items of the statements of which the measurement attributes changed and the

    adopted measurement attributes in the report period.

    The Company measured according to the canonical accounting measurement

    attributes. In the report period, measurement attributes were not changed. The

    Company conducted the measurement of the accounting elements commonly by

    historical cost. If using the way of replacement cost, net realizable value, present

    value and fair value, the measurement should be on the basis of the amount of the

    accounting element which could be obtained and measured reliably.

    4. The standard for recognizing cash equivalent when making cash flow statement

    Cash equivalent means the highly liquid, very safe investment which can be easily

    converted into cash, and the company can hold it for a very short time (3 months

    from the date of purchase).

    5 Method of foreign currency translation

    When foreign currency translation occurs, the spot exchange rate on the date of

    translation (i.e., the middle price of the intraday foreign exchange rate of RMB

    published by People’s Bank of China) shall be converted into RMB for keeping

    accounts while the occurred foreign currency exchange or the foreign exchange

    transactions shall be translated according to exchange rate adopted in actual

    transactions. On the balance sheet date, the foreign currency monetary items and

    foreign currency non-monetary items shall be treated in accordance with the

    following provisions:

    The foreign currency monetary items shall be translated at the spot exchange rate on

    balance sheet date, of which happen during the normal business period shall be

    recorded into gains and losses at the current period; of which happen during

    organization period shall be recorded into long-term deferred expense. The exchange

    gains or losses caused by the borrowing belonging to acquiring fixed assets shall be

    treated by the capitalization of borrowing costs. Currency monetary items refer to the

    currency funds, assets charged from the fixed or confirmed amount or debt payable,

    including cash on hand, bank deposit, accounts receivable, other accounts receivable,

    long-term accounts receivable, short-term accounts receivable, account payable,

    other account payable, long-term borrowing, debentures payable and long-term

    account payable, etc.

    Foreign currency non-monetary items shall be translated at spot rate on the date of

    transaction, not changing the amount of functional currency. Foreign currency

    non-monetary items refer to the items other than the monetary ones.

    The foreign currency non-monetary items measured through fair value shall be

    translated at the spot rate on the date of confirming the fair value. The difference

    between the amount of functional currency after translation and that of originalfunctional currency shall be treated as fair value fluctuation (exchange rate

    fluctuation), being recorded into gains of losses at the current period.

    6. The recognition and measurement of financial instruments and the transfer of the

    financial instruments

    1) Recognition of the financial assets

    When an enterprise becomes a party to a financial instrument, it shall recognize a

    financial asset or financial liability.

    Where a financial asset satisfies any of the following requirements, the recognition

    of it shall be terminated:

    (1) Where the contractual rights for collecting the cash flow of the said financial

    assets are terminated;

    (2) Where the said financial asset has been transferred and meets the conditions for

    recognizing the termination of financial assets as provided for in Accounting

    Standard for Business Enterprises No. 23 – Transfer of Financial Assets.

    Only when the prevailing obligations of a financial liability are relieved in all or in

    part may the recognition of the financial liability be terminated in all or partly.

    2) The classification, recognition and measurement of financial assets and financial

    liabilities

    The financial assets or financial liabilities got or born by the Company are measured

    according to the following classifications:

    (1) The financial assets or financial liabilities which are measured at their fair value

    and the variation of which is recorded into the profits and losses of the current period

    The interest rate or cash dividend which was gained in the period when the financial

    assets held by the Company are measured at its fair value and of which the variation

    is recorded into the profits and losses in the current period shall be recognized as

    investment income. On balance sheet date, the in change in the fair value of the

    financial asset or financial liability which is measured at its fair value and of which

    the variation is recorded into the profits and losses of the current period, shall be

    recorded into the profits and losses of the current period; When the said financial

    assets of financial liabilities are on disposal, the difference between the fair value

    and the amount in initial account shall be recognized as investment income,

    meanwhile, the profits and losses arising from the change in fair value shall be

    adjusted.

    (2) The investments which will be held to their maturity

    The investments which will be held to their maturity will regard the sum between the

    gained fair value and the transaction expense thereof as the initially recognized

    amount. The interest on bonds in payment, of which the mature interest is not drawn,

    shall be solely recognized as the receivables.

    The interest revenue which is measured and recognized by the amortized cost and

    actual interest rate during the period of the investments which will be held to their

    maturity shall be recorded into investment income. The actual interest rate which is

    recognized in the period of gaining the investments which will be held to their

    maturity, shall maintain unchanged within the predicted term of existence or within ashorter applicable term of the said investment which will be held to their maturity.

    The little difference between actual interest rate and coupon rate of which interest

    revenue can be measured at the coupon rate shall be recorded into the profits of

    losses in the current period.

    When the investments which will be held to their maturity are on disposal, the

    difference between the obtained price and investment book value shall be recorded

    into the profits and losses in the current period.

    (3) The accounts receivables

    The creditor’s right receivable formed during the Company selling commodity

    outside or offering labor shall be regarded as the initially recognize amount in

    according with the receivable price stipulated in the contract or agreement signed

    between the Company and the buyers.

    When the Company recovers or disposes the accounts receivable, the difference

    between the obtained price and the book value of the accounts receivable shall be

    recorded into the profits and losses in the current period.

    (4) Financial assets available for sale

    The financial assets available for sale will be regarded as the initial recognized

    amount in according with the sum between the fair value obtained from the said

    financial assets and the transaction expense thereof. The interest on bonds of which

    the mature interest rate is not drawn in the payment or the cash dividend which is

    declared but not extended in the payment shall be solely recognized as the

    receivables.

    The interest rate or cash dividend gained during the period of holding the financial

    assets available for sale shall be recorded into investment income. On balance sheet

    date, the financial assets shall be measured through fair value, while the change in

    fair value is recorded into capital reserves (other capital reserves).

    When the financial assets are on disposal, the difference between the obtained price

    and the book value of the financial assets shall be recorded into investment income,

    meanwhile, the amount on proposal transferring out from the accumulated amount

    which is directly recorded into shareholders’ equity and arises from the variation of

    the fair value, shall be recorded into investment income.

    (5) Other financial liabilities

    Other financial liabilities are regarded as the initial recognized amount in accordance

    with the sum between the fair value and the transaction expense thereof. The

    Company shall make subsequent measurement on other financial liabilities on the

    basis of the post-amortization costs.

    3) Main recognition method for the fair value of the financial assets or financial

    liabilities

    (1) The quotation in the active market shall be used to recognize the fair value of the

    financial assets or financial liabilities existing in active market.

    (2) If the financial instruments do not exist in the active market, the fair value shall

    be recognized by value appraisal techniques.

    (3) As for the financial assets initially obtained of produced at source and the

    financial liabilities assumed, the fair value thereof shall be determined on the basisof the transaction price of the market.

    (4) Main impairment test method of the financial assets and impairment provision

    method

    The recognition standard for impairment provision of the financial assets: the

    Company shall carry out an inspection, on the balance sheet day, on the carrying

    amount of the financial assets other than those measured at their fair values and of

    which the variation is recorded into the profits and losses of the current period.

    Where there is any objective evidence proving that such financial asset has been

    impaired, an impairment provision shall be made.

    The withdrawal method for impairment provision of the financial assets: as for the

    impairment provision of the financial assets is measured on the basis of

    post-amortization costs, if the current value of the predicted future cash flow of the

    financial assets is below the difference in the carrying amount of the said financial

    asset, the impairment provision of the financial assets shall be made; as for the

    impairment provision of the financial assets available for sale, if the recoverable

    amount is below the difference in the carrying amount, the impairment provision

    shall be made. Where a sellable financial asset is impaired, even if the recognition of

    the financial asset has not been terminated, the accumulative losses arising from the

    decrease of the fair value of the owners’ equity which was directly included shall be

    transferred out and recorded into the profits and losses of the current period.

    7. The recognition standard and the withdrawal method for the bad debt provision of

    the accounts receivable

    1) Receivables are considered uncollectible after liquidation with statutory

    procedures for debtors are in canceling or bankrupt, due death of debtors who has no

    bequest and no undertaker on obligation, or caused by debtors fail to perform their

    obligation to pay a debt over three years, and it will be recognized as bad debt.

    2) Allowance method shall be adopted by the company in the computation of the bad

    debts.

    An independent impairment test shall be carried out on the accounts receivable with

    significant single amounts (including accounts receivable and other receivables,

    single amount is recognized as RMB 1 million), and provision for bad debts shall be

    withdrawn on the basis of the balance between the current values of the predicted

    future cash flow lower than book value. The accounts receivable with significant

    single amounts but without occurring impairment shall be incorporated in accounts

    receivable after deducting accounts receivable with significant single amounts, and

    provision for bad debts shall be withdrawn in light of the aging analysis of closing

    balance. In accordance with such situations as real financial status and cash flow

    arising from debtors, the provision for bad debts shall be recognized based on aging

    analysis combining individual recognition, and then recorded into the gains and

    losses of the current period.

    3) Withdrawal proportion of bad debts in every aging stage

    Aging Proportion taking up the bad debt

    provision for the accounts

    Proportion taking up the bad debt

    provision for the other accountsreceivable (%) receivable (%)

    Within one year 2 2

    1-2 years 5 5

    2-3 years 15 15

    3-4 years 30 30

    4-5 years 60 60

    Over 5 years 100 100

    Withdrawal policies for bad debt reserves of related parties: according to the 9th

    meeting of the 4th Board of Directors, as for the accounts receivable of the related

    party of the Company with continuous operation ability, the withdrawal of bad debt

    reserves could not excess 60% at most.

    8. The classification, pricing and accounting methods for inventories; the recognition

    standard and withdrawal method of the inventories falling price reserves

    1) Classification of the inventories: inventories refer to the raw material, packing

    material, unfinished products, finished products and low-value consumption which

    have not been sold and consumed in the production operation process.

    2) The inventory system is on the basis of perpetual inventory method.

    3) The cost of various inventories shall be measured in light of planned cost when

    buying in and putting in storage, while the cost shall be recorded in light of weighted

    average when issuing from the storage; the cost of good manufactured shall be

    carried forward at actual cost of the current period, while sales cost shall be carried

    forward at weighted average method. Low value consumables shall be amortized by

    employing the one-off write-off method when claiming.

    4) As for the inventory falling price reserve: the inventories at the end of the report

    period will be priced according to the lower of the product cost and the net realizable

    value. When all the inventories are checked roundly, those which were destroyed,

    outdated in all or in part, sold at a loss, etc, shall be withdrawn the inventory falling

    price reserve. Where the coat of the single inventory item is higher than the net

    realizable value, the inventory falling price reserve shall be withdrawn and recorded

    into profits and losses of the current period. The net realizable inventory falling price

    reserve refers to the value minus the predicted expense needed in the process of

    completing the production and sales from the predicted price for sale when the

    Company runs normally. If the value of the inventory with inventory falling price

    reserve can be resumed, the inventory falling price reserve and the current income

    shall be adjusted in line with the increase amount by being resumed (the increase

    amount should be limited by the original withdrawal amount).

    9. The method for measuring long-term equity investment

    Long-term equity investment includes the equity investment to its subsidiaries by the

    Company, the equity investment to the joint enterprises and the associated

    enterprises by the Company, and the long-term equity investment of the Companythat does not do join t control or does not have significant influences on the invested

    entity, and has no offer quotation in the active market and its fair value cannot be

    reliably measured.

    1) Equity investment to the subsidiaries

    Subsidiary refers to the invested entity that can be controlled by the Company, i.e.,

    the Company has the rights to decide the policies of finance and operation also can

    be benefited from such operating activities. When ascertaining whether or not it is

    able to control an invested entity, the Company shall take into consideration the

    invested entities’ current convertible corporate bonds and the current executable

    warrants held by the Company, as well as other potential factors concerning the

    voting rights. As for the investment to the subsidiary, the amount recognized on the

    basis of cost method shall be listed in the individual financial statements of the

    Company, and shall be merged after making an adjustment by employing the equity

    method when it works out consolidated financial statements.

    The price of a long-term equity investment measured by employing the cost method

    shall be included its initial investment cost. The dividends or profits declared to

    distribute by the invested entity shall be recognized as the current investment income.

    The recognized investment income shall be limited to the amount received from the

    accumulative net profits or cash dividends obtained by the investing entity exceeds

    the aforesaid amount, it shall be regarded as recovery of initial investment cost.

    The Company purchased a few equity held by the minority shareholders of the

    Company. When the Company made the consolidated financial statements, goodwill

    was recognized by the difference between attributable share of the fair value of the

    subsidiaries’ identifiable net assets on the transaction date which was measured and

    recognized by employing the new equity proportion, and the increase long-term

    equity investment cost owing to buying the equity. Apart from the part for goodwill,

    the difference between the increase long-term investment cost and the attributable

    share of the fair value of the subsidiaries’ identifiable net assets which began to

    account constantly since the purchase date (or combination date) and was measured

    and recognized by employing the new equity proportion, was adjusted to capital

    reserves and retained earnings.

    2) The investment to the joint enterprise and the associated enterprise

    Where the Company and other parties do joint control over an invested entity, the

    invested entity shall be their joint enterprise; where the Company is able to have

    significant influences on an invested entity, the invested entity shall be its associated

    entity.

    The initial measurement of the joint enterprise and the associated enterprise is

    carried out on the basis of historical cost, and the subsequent measurement of them

    is conducted by employing the equity method. If initial investment cost in more than

    the investing enterprise’ attributable share of the fair value of the invested entity’s

    identifiable net assets for the investment, the difference shall be included in the

    initial investment cost. If the initial investment cost is less than the investing

    enterprise’ attributable share of the fair value of the invested entity’s identifiable net

    assets for the investment, the difference shall be included in the current profits andlosses and the investment cost shall be adjusted simultaneously.

    When measuring by employing equity method, the Company firstly makes an

    adjustment for the net profits and losses of the invested entity, including the

    adjustment on the basis of the fair value of the invested entity’s identifiable net

    capital when obtaining the investment, and the adjustment conducted during the

    period of unifying the accounting and its policies, then recognized the investment

    profits and losses of the current period according to the attributable share of the net

    profits and losses of the invested entity. The Company shall recognize the net losses

    of the invested enterprise until the book value of the long-term equity investment

    and other long-term rights and interests which substantially form the net investment

    made to the invested entity are reduced to zero. However, the Company has the

    obligation to undertake extra losses, the investment losses and predicted liabilities

    shall be recognized continuously. The other change in shareholders’ equity of the

    invested entity except the net profits and losses, shall be directly recorded into

    capital reserve by the Company in accordance with attributable or undertaken part

    measured by employing the proportion of holding equity, which are carried out under

    the condition of unchanged proportion of holding equity. The Company shall, in the

    light of the profits or cash dividends declared to distribute by the invested entity,

    calculate the proportion it shall obtain, and shall reduce the book value of the

    long-term equity investment correspondingly.

    3) Other long-term equity investment

    An long-term equity investment of the Company that does not do joint control or

    does not have significant influences on the invested entity, and has no offer in the

    active market and its fair value cannot be reliably measured, which was measured by

    employing cost method.

    10. The measure of measuring investment real estates

    1) The classification of investment real estate

    The investment real estate includes the right to use land which has already been

    rented, the right to use any land which is held and prepared for transfer after

    appreciation, and the right to use any building which has already been rented.

    2) The initial measurement of the investment real estate shall be made at its cost.

    (1) The cost of an investment real estate by acquisition consists of the acquisition

    price, relevant taxes, and other expense directly relegated to the asset.

    (2) The cost of a self-built investment real estate composes of the necessary expenses

    for building the asset to the hoped condition for use.

    (3) The cost of an investment real estate obtained by other means shall be recognized

    in accordance with the relevant accounting standards.

    3) The investment real estate shall be measured by means of cost pattern on balance

    sheet date, depreciation or amortization for investment real estate shall be conducted

    in the light of such relevant policies as depreciation or amortization of fixed assets

    and intangible assets.

    11. The method of measuring fixed assets1) The standard of fixed assets: are the houses, buildings, machines, engines, tanks,

    transportation vehicles and other equipments, apparatus and instruments related to

    production and operation which have been used over one year. So are the articles

    with value of over RMB 2000 and over two years’ service life, which do not

    belonged to the major equipments for production an operation.

    2) The initial measurement of a fixed asset shall be made at its cost. The cost of a

    purchased fixed asset is based on the actual expense; the cost invested to a fixed

    asset by the investor shall be ascertained in accordance with the value as stipulated

    in the investment contract or agreement; the cost of a self-constructed fixed asset

    shall be formed by the necessary expenses incurred for bringing the asset to the

    expected condition for use; the costs of fixed assets acquired through the exchange

    of non-monetary assets, recombination of liabilities, merger of enterprises, and

    financial leasing shall be respectively ascertained in accordance with the Accounting

    Standard for Business Enterprises No. 7 - Exchange of Non-monetary Assets, the

    Accounting Standard for Business Enterprises No. 12 – Debt Restructuring, the

    Accounting Standard for Business Enterprises No. 21 – Leases.

    3) If the relevant economic benefits are likely to flow into the enterprise and the cost

    of the fixed asset can be measured reliably, the subsequent expenses related to a

    fixed asset shall be included in the cost of fixed assets; otherwise, they shall be

    included in the current profits and losses.

    4) The depreciation shall be made when the fixed assets reach to the expected

    condition for use, which shall be measured through straight-line method. expected

    life and annual depreciation rate of various fixed assets:

    Fixed assets Predicted useful life

    (year)

    Annual depreciation

    rate

    Houses and buildings 20-30 3.33%-5%

    Machine equipments 6-15 6.67%-16.67%

    Transportation

    equipments

    5-10 10%-20%

    Other equipments 5-10 10%-20%

    For a fixed asset, the provision for depreciation has been made, the depreciable

    amount shall be measured on the basis of deducting the accumulative amount of the

    provision for impairment of the depreciated fixed asset.

    5) The Company shall, at the end of each year, have a check on the useful life,

    expected net salvage and depreciation method of the fixed assets. If the fixed asset is

    in a state of disposal or the fixed asset is unable to generate any economic benefits

    through use or disposal as expected, the recognition of the fixed assets shall be

    terminated. When the Company sells, transfers or discards any fixed asset, or any

    fixed asset of the Company is damaged or destroyed, the Company shall deduct the

    book value and relevant taxes from the disposal income, and include the amount in

    the current profits and losses. If the recoverable amount of the fixed assets is less

    than the book value, the book value shall be reduced to the recoverable amount.12. The method of measuring construction in process

    The construction in process refers to the workshops, equipments and other facilities

    under construction, consisting of the necessary expense for building the asset to the

    hoped condition for use. The self-build one includes the material cost, direct labor,

    direct equipment construction cost, and the expense of building works and erection

    works in contract engineering, as well as the expense to be apportioned. The

    borrowing costs with the condition of capitalization shall be handled according to

    Accounting Standard for Business No. 17 – Borrowing Costs.

    The construction in process, of which the fixed assets reach to the predicted

    condition for use, shall carry forward fixed assets on schedule. The one that hasn’t

    audit the final accounting shall recognize the cost and make depreciation in line with

    valuation value. The construction in process shall adjust the original valuation value

    at its historical cost but not adjust the depreciation that has been made after auditing

    the final accounting.

    13. The pricing and amortizing method of intangible assets

    1) Pricing of the intangible assets

    The intangible assets shall be initially measured according to its cost.

    (1) The cost of outsourcing intangible assets shall include the purchase price,

    relevant taxes and other necessary expenditure directly attributable to intangible

    assets for the expected purpose.

    (2) The cost of self-developed intangible assets shall include the total expenditures

    incurred during the period from the time when it meets the following conditions to

    the time when the expected purposes of use are realized, except that the expenditures

    which have already been treated prior to the said period shall not be adjusted.

    ① It is feasible technically to finish intangible assets for use or sale;

    ② It is intended to finish and use or sell the intangible assets;

    ③ The usefulness of methods for intangible assets to generate economic benefits

    shall be proved, including being able to prove that there is a potential market for the

    products manufacturing by applying the intangible assets or there is a potential

    market for the intangible assets itself or the intangible assets will be used internally.

    ④ It is able to finish the development of the intangible assets, and able to use or sell

    the intangible assets, with the support of sufficient technologies, financial resources

    and other resources;

    ⑤ The development expenditures of the intangible assets can be reliably measured.

    (3) The cost invested into intangible assets by investors shall be determined

    according to the conventional value in the investment contract or agreement.

    (4) The costs of intangible assets acquired from non-monetary assets transaction,

    debt recombination, government subsides, and merger of enterprises shall be

    determined respectively according to the Accounting Standard for Business

    Enterprises No. 7 - Non-monetary Assets, Accounting Standard for Business

    Enterprises No. 12 – Debt Restructurings, Accounting Standard for Business

    Enterprises No. 16 – Government Grants and Accounting Standard for BusinessEnterprises No. 20 – Business Combinations.

    2) Amortization of the intangible assets

    (1) As for the intangible assets with limited service life, which are amortized by

    straight-line method when it is available for use within the service period, shall be

    recorded into the current profits and losses. The Company shall, at least at the end of

    each year, check the service life and the amortization method of intangible assets

    with limited service life. When the service life and the amortization method of

    intangible assets are different from those before, the years and method of the

    amortization shall be changed.

    (2) Intangible assets with uncertain service life may not be amortized. However, the

    Company shall check the service life of intangible assets with uncertain service life

    during each accounting period. Where there are evidences to prove the intangible

    assets have limited service life, it shall be estimated of its service life, and be

    amortized according to the above method mentioned in (1).

    (3) The rights to use land of the Company shall be amortized according to the rest

    service life.

    14. The evidence and recognition method for withdraw the impairment provision of

    long-term assets

    (1) At the end of accounting period, the Company shall check the long-term assets.

    There may be an impairment of assets when the following signs occur. The

    recoverable amount shall be estimated and the asset impairment loss shall be made in

    light of the difference that the recoverable amount of assets is less than the book

    value when the impairment happens. The signs are stated as follows:

    (1) The current market price of assets falls, and its decrease is obviously higher than

    the expected drop over time or due to the normal use;

    (2) The economic, technological or legal environment in which the enterprise

    operates, or the market where the assets is situated will have any significant change

    in the current period or in the near future, which will cause adverse impact on the

    enterprise;

    (3) The market interest rate or any other market investment return rate has risen in

    the current period, and thus the discount rate of the enterprise for calculating the

    expected future cash flow of the assets will be affected, which will result in great

    decline of the recoverable amount of the assets;

    (4) Any evidence shows that the assets have become obsolete or have been damaged

    substantially;

    (5) The assets have been or will be left unused, or terminated for use, of disposed

    ahead of schedule;

    (6) Any evidence in the internal report of the enterprise shows that the economic

    performance of the assets has been or will be lower than the expected performance,

    for example, the net cash flow created by assets or the operating profit (or loss)

    realized is lower (higher) than the expected amount;

    (7) Other evidence indicates that the impairment of assets has probably occurred.

    2) The evidences to withdraw the impairment provision of long-term investment,fixed assets, construction in process and intangible asset: at the end of the report

    period, the Company will withdraw the asset impairment provision according to the

    difference that the recoverable amount of single asset is less than the book value.

    The recoverable value shall be recognized according to the high one between the net

    amount of fair value deducting disposal charge and the current value of the expected

    future cash flow of assets. If the recoverable amount of the single asset cannot be

    obtained, the recoverable amount shall be recognized on the basis of the asset group

    to which the asset belongs.

    3) The business reputation formed by merger of enterprises shall be distributed into

    the related asset group at the end of every year, then the asset group shall have the

    impairment test to measure the recoverable amount, comparing to the book value, if

    the recoverable amount of the asset group is less than the book amount, the

    difference shall first charge against the book value of the business reputation which

    is apportioned to the asset group; if the book value of the business reputation is not

    enough to charge against the difference, the uncharged balance shall be distributed

    by the other assets of the asset group in accordance with the book value.

    4) The recognition of the asset group under impairment test: the related minimum of

    asset groups that can share the synergetic benefit brought from merger through the

    prediction of the Company.

    5) The above impairment losses of assets cannot be reversed as soon as they are

    recognized.

    15. The amortization method of long-term deferred expenses

    The long-term deferred expenses occurred in the Company shall be priced at its

    historical cost and conducted average amortization at the expected beneficial period.

    As for the long-term deferred expenses item that cannot bring benefit in the

    afterward accounting period, the amortized value in the said item shall be recorded

    into the current profits and losses in total when it is recognized.

    16. Measurement method of borrowing costs

    1) The borrowing costs of the Company shall include interest on borrowings,

    amortization of discounts or premiums on borrowings, ancillary expenses, and

    exchange balance on foreign currency borrowings.

    2) Where the borrowing costs incurred to the Company can be directly attributable to

    the acquisition and construction or production of assets eligible for capitalization, it

    shall be capitalized and recorded into the costs of relevant assets. Other borrowing

    costs shall be recognized as expenses on the basis of the actual amount incurred, and

    shall be recorded into the current profits and losses.

    3) The borrowing costs shall be capitalized when the asset disbursements, the

    borrowing costs and the acquisition and construction or production activities which

    are necessary to prepare the asset for its intended use or sale have already incurred.

    Where the acquisition and construction or production of a qualified asset is

    interrupted abnormally and the interruption period lasts for more than 3 months, the

    capitalization of the borrowing costs shall be suspended. When the acquisition andconstruction assets reach the predicted condition for use, the capitalization of the

    borrowing costs shall be suspended, and the borrowing costs occur afterwards which

    are used in the current period shall be recognized as profits and losses.

    4) The to-be-capitalized amount in each accounting period shall be measured and

    recognized on the basis of the weighted average amount of the accumulative

    expenses from acquisition and construction assets and capitalization rate at the end

    of the current period. As for specifically borrowed loans for the acquisition and

    construction or production of assets eligible for capitalization, the to-be-capitalized

    amount of interests shall be determined in light of the actual cost incurred of the

    specially borrowed loan at the present period minus the income of interests earned

    on the unused borrowing loans as a deposit in the bank or as a temporary investment.

    Where a general borrowing is used for the acquisition and construction or production

    of assets eligible for capitalization, the enterprise shall calculate and determine the

    to-be-capitalized amount of interests on the general borrowing by multiplying the

    weighted average asset disbursement of the part of the accumulative asset

    disbursements minus the general borrowing by the capitalization rate of the general

    borrowing used.

    17. Measurement method of estimated debts

    The obligation pertinent to Contingencies shall be recognized as estimated debts

    when the following conditions are satisfied simultaneously:

    (1) That obligation is a current obligation of the enterprise;

    (2) It is likely to cause any economic benefit to flow out of the enterprise as a result

    of performance of the obligation;

    (3) The amount of the obligation can be measured in a reliable way.

    The Company shall check the book value of the estimated debts on the balance sheet

    date. If there is any exact evidence indicating that the book value cannot really

    reflect the current best estimate, the Company will adjust the book value in

    accordance with the current best estimate.

    18. Measurement method of the deferred income tax assets or the deferred income

    tax liabilities

    Where there is difference (temporary difference) between the carrying amounts of

    the assets or liabilities and its tax base, the deferred income tax assets or the deferred

    income tax liabilities shall be determined. According to tax law, the deductible loss

    and tax deduction which can deduct the taxable amount in the subsequent years,

    regarding as temporary difference, shall be recognized as the corresponding deferred

    income tax assets. As for the temporary difference arising from the initial recognition

    of the goodwill, the corresponding deferred income tax liabilities. When the

    temporary difference is arisen from the initial recognition of the assets or liabilities

    incurring in the transaction which is not business combination and does not affect the

    accounting profits or the taxable amount (or the deductible loss), the corresponding

    deferred income tax assets and deferred income tax liabilities shall not recognized.

    On the balance sheet date, the deferred income tax assets and deferred income taxliabilities shall be measured at the tax rate applicable to the period during which the

    assets are expected to be recovered or the liabilities are expected to be settled.

    The Company shall recognize the deferred income tax assets to the extent of the

    amount of the taxable income which it is likely to obtain and which can be deducted

    from the deductible temporary difference, deductible loss and tax deduction.

    The deferred income tax liabilities arising from the temporary differences related to

    the investments of subsidiary companies, associated enterprises and joint enterprises

    shall be recognized. However, the deferred tax income assets and deferred income

    tax liabilities shall not recognized which meet the conditions that the Company can

    control the time of the reverse of temporary differences which are likely to be

    reversed in the expected future.

    19. Measurement method of revenues

    1) The recognition of the revenue from selling goods: the revenue from selling shall

    be recognized by the following conditions: The significant risks and rewards of

    ownership of the goods have been transferred to the buyer by the Company; the

    Company retains neither continuous management right that usually keeps relation

    with the ownership nor effective control over the sold goods; the relevant amount of

    revenue can be measured in a reliable way; the relevant revenue and costs of selling

    goods can be measured in a reliable way.

    2) The recognition of the revenue from providing labor services: When the total

    revenue and costs from providing labor can be measured in a reliable way; the

    relevant economic benefits are likely to flow into the enterprise; the schedule of

    completion under the transaction can be measured in a reliable way, the revenue

    from providing labor shall be recognized.

    3) The recognition of the revenue from abalienating the right to use assets: When the

    relevant economic benefits are likely to flow into the enterprises and the amount of

    revenues can be measured in a reliable way, the revenue from abalienating the right

    to use assets shall be recognized.

    20. The recognition and measurement of the transfer of financial assets

    1) The recognition of the transfer of financial assets: Where the Company has

    transferred nearly all of the risks and rewards related to the ownership of the

    financial assets to the transferee under the following circumstances, it shall

    recognize the transfer of the financial assets and stop recognizing the financial asset.

    (1) The Company shall sell the financial assets without the right of recourse;

    (2) The Company shall sell the financial assets while signs the agreement with the

    buyer, and repurchase at the fair value of the intraday financial asset during

    stipulated time;

    (3) The Company shall sell the financial assets while signs the put option contract

    with the buyer, which is regarded as a significant out-of-money option judged by the

    contract items.

    2) The measurement of the transfer of financial assets

    (1) The measurement of the transfer of the entire financial assets: The differencebetween the book value of the transferred financial asset and the sum of

    consideration received from the transfer, and the accumulative amount of the

    changes of the faire value originally recorded into the owners’ equity, shall be

    recorded into the profits and losses of the current period.

    (2) The measurement the transfer of partial financial asset: As for the transfer of

    partial financial asset, the entire book value of the transferred financial asset shall,

    between the portion whose recognition has been stopped and the portion whose

    recognition has not been stopped, be apportioned according to their respective

    relative fair value, and the difference between the book value of the portion whose

    recognition has been stopped and the portion of the accumulative amount of changes

    in the fair value originally recorded in the owners’ equity which corresponds to the

    portion whose recognition has been stopped, shall be recognized after the

    apportionment of the accumulative amount according to the relative fair value of the

    portion of financial asset whose recognition has been stopped the portion of financial

    asset whose recognition has not been stopped.

    21. The accounting treatment of income tax expense

    The accounting treatment of income tax expense was adopted balance sheet debt

    method. The income taxes of the current period and deferred income tax of an

    enterprise shall be treated as income tax expenses or incomes, and shall be excluding

    the income tax incurred under the following circumstances:

    1) The business combination;

    2) The transactions or events directly recognized as the owners’ rights and interests.

    Note 5: Tax and its advantage

    The major tax categories and tax rates applicable to the Company are described as

    follows:

    (1) Turnover tax

    Tax on value added: the tax rate of selling farm diesel engine shall be 13% or 17%,

    while the tax rate of other sales income shall be 17%.

    Business tax: the tax rate of the business tax applicable to the common labor and

    other revenue shall be 5%.

    (2) Tax on city maintenance and construction and extra-charges for education

    Tax on city maintenance and construction, extra-charge for education: shall be paid

    by measuring according to the rules of the tax paying unit which belongs to the

    Local Taxation Bureau.

    3) Income tax: income tax shall be measured at 25% in total. In accordance with

    Notice of Ministry of Finance, State Administration for Taxation and General

    Administration of Customs on the Tax Favorable Policies for Western Development,

    Changchai Wanzhou Diesel Engine Co., Ltd., a subsidiary company of the Company,

    shall pay corporate income tax at tax rate of 15% from 2001 to 2010.

    (4) Tax on real estate: the tax rate of the real estate for self-use of which tax is

    measured at 70% of the original value of the real estate at the end of last year, shall

    be 1.2%. The tax rate of the real estate for renting, of which tax is measuredaccording to the revenue from leasing real estate, shall be 12%.

    Note 6: Business merger and consolidated financial statement

    1. Shareholding subsidiaries and joint-venture enterprises

    1) Three shareholding subsidiaries under the Company as at 30 Jun. 2009:

    (Unit: RMB ten thousand)

    Name of subsidiaries Registration place

    Legal

    representative

    Registered

    capital

    Shareholding

    proportion

    Major business

    Changchai Wanzhou Diesel Engine

    Co., Ltd. (Changwan)

    No. 1101, Xiamen

    Road, Wanzhou,

    Chongqing

    Yin Lihou 3500 60%

    Production and sales of diesel

    engine

    Changzhou Changchai Benniu Diesel

    Engine Fittings Co., Ltd. (Benniu)

    Nanguan Village,

    Benniu Town,

    Wujin

    Qiang Jinlong 3378.64 75%

    Production and sales of diesel

    engine fittings

    Nanjing Changli Agricultural

    Machinery Fittings Co., Ltd.

    Economy

    Development

    Zone of Lishui

    County, Nanjing

    Xue Guojun 500 100%

    Agricultural mechanization

    production, electromechanical

    product, spare parts and

    maintenance service

    2) Change in scope of the consolidated statement

    As at 30 Jun. 2009, the consolidation scope of the subsidiaries and the Company

    remained unchanged.

    3) As at 30 Jun. 2009, there are no joint-venture enterprises in the Company.

    2. Measure method of business combination

    1) The business combination under the same control: the consideration paid by

    combining party and the net assets obtained by the combining party shall be

    measured according to the book value. As for the balance between the carrying

    amount of the net assets obtained by the combining party and the carrying amount of

    the consideration paid by it and the total par value of the shares issued, the additional

    paid-in capital shall be adjusted. The direct cost for the business combination of the

    combining party shall be recorded into the profits and losses at the current period.

    The bonds issued for a business combination or the handling fees, commissions and

    other expenses for assuming other liabilities shall be recorded into the amount of

    initial measurement of the bonds or other debts.

    2) The business combination not under the same control: the combination costs of

    the acquirer and the identifiable net assets obtained by the acquirer shall be measured

    based on fair value. The acquirer shall recognize the positive balance between the

    combination costs and the fair value of the identifiable net assets it obtains from the

    acquiree as business reputation. The combination costs are less than the fair value of

    the identifiable net assets it obtains from the acquiree, it shall record the balance into

    the profits and losses of the current period. The direct cost for the business

    combination of the combining party shall be recorded into costs of business

    combination. The bonds issued for a business combination or the handling fees,commissions and other expenses for assuming other liabilities shall be recorded into

    the amount of initial measurement of the bonds or other debts.

    3. Method for compiling consolidated financial statements

    The consolidation scope of the consolidated financial statements includes the

    Company and its subsidiaries.

    Since the actual control right of the subsidiary was obtained, the Company has

    started to bring it into combination, which shall be suspended since the actual control

    date ends. All the significant current balance, transactions and unrealizable profits of

    the Group shall be offset when the consolidated financial statements were made. The

    shareholder’s interest of the subsidiaries which doesn’t belong to the portion that the

    Company owns shall be represented solely as the minority interest in the

    shareholders’ interest of the consolidated financial statements.

    When the accounting policies or accounting period between the Company and its

    subsidiaries, when the consolidated financial statements are made, the financial

    statements of the subsidiaries shall be adjusted and combined according to the

    accounting policies or accounting period of the Company.

    As for the subsidiaries obtained from business combination not under the same

    control, when the financial statements are made, the specific financial statements

    shall be adjusted on the basis of the fair value of identifiable net assts on the

    acquisition date. As for the subsidiaries obtained from business combination under

    the same control, when the financial statements are made, the sides anticipated in the

    combination shall exist at the present situation when the final controller started to

    implement control.Note 7: Notes to major items of the consolidated financial statements

    (The following amount is expressed in RMB unless otherwise special explanation)

    7-01 Monetary funds

    1) Items 2009-6-30 2008-12-31

    Cash 370,448.92 181,888.70

    Bank deposit 849,469,063.33 402,469,454.96

    Other 7,623.49 127,623.49

    Total 849,847,135.74 402,778,967.15

    2) Foreign currency funds in the monetary funds

    2009-6-30 2008-12-31

    Foreign

    currency

    Original

    currency

    Exchang

    e rate

    Converted

    into RMB

    Original

    currency

    Exchang

    e rate

    Converted

    into RMB

    USD 6,076,762.17 6.8319 41,657,926.21 1,383,044.95 6.8346 9,452,559.01

    EURO 205,255.83 9.6408 1,968,049.84 148,543.65 9.659 1,434,783.12

    43,625,976.05 10,887,342.13

    7-02 Tradable financial assets

    Contents 2009-6-30 2008-12-31

    Cost of Foton Motor’s shares 5,204,700.00

    Change in fair value of Foton

    Motor’s shares 16,440,300.00

    Total 21,645,000.00

    Closing balance has decreased compared with the opening balance, which was mainly because

    that the Company sold 4,500,000 shares of Foton Motor that are divided in tradable financial

    assets.

    7-03 Notes receivable

    1) Items 2009-6-30 2008-12-31

    Bank acceptance bills 31,584,198.04 27,121,088.60

    Total 31,584,198.04 27,121,088.60

    2) No notes with overdue account that hadn’t received, mortgage or frozen account occurred atthe end of reporting period, which would exist significant limitation to cashability.

    7-04 Accounts receivable

    1) Aging 2009-6-30

    Amount

    Proportion

    (%)

    Withdrawal

    proportion

    (%)

    Bad debt

    provision

    Net amount of

    accounts

    receivable

    Within 1 year 282,694,147.74 49.33 2.19 6,195,260.07 276,498,887.67

    1-2 years 4,018,408.25 0.70 44.26 1,778,577.98 2,239,830.27

    2-3 years 27,107,975.55 4.73 34.20 9,272,023.09 17,835,952.46

    3-4 years 17,125,585.91 2.99 96.94 16,601,740.00 523,845.91

    4-5 years 6,604,223.37 1.15 81.35 5,372,231.40 1,231,991.97

    Over 5 years 235,533,422.87 41.10 100.00 235,533,422.87

    Total 573,083,763.69 100.00 274,753,255.41 298,330,508.28

    2008-12-31

    Amount

    Proportion

    (%)

    Withdrawal

    proportion

    (%)

    Bad debt

    provision

    Net amount of

    accounts

    receivable

    Within 1 year 178,103,561.43 37.21 2.24 3,985,046.13 174,118,515.30

    1-2 years 6,004,102.65 1.25 31.44 1,887,837.70 4,116,264.95

    2-3 years 30,547,662.17 6.38 31.65 9,667,501.77 20,880,160.40

    3-4 years 18,843,431.63 3.94 90.84 17,117,093.72 1,726,337.91

    4-5 years 11,944,438.32 2.50 71.81 8,577,680.37 3,366,757.95

    Over 5 years 233,219,721.86 48.72 100.00 233,219,721.86

    Total 478,662,918.06 100.00 274,454,881.55 204,208,036.51

    2)Classified by account nature

    2009-6-30 2008-12-31

    Items

    Amount Propor

    tion

    Bad debt

    provision

    Amount Propor

    tion

    Bad debt

    provision(%) (%)

    Significant

    single

    amount

    435,613,913.98 76.01 221,012,818.45 359,101,103.23 75.02 231,211,877.02

    Insignificant

    single

    amount

    137,469,849.71 23.99 53,740,436.96 119,561,814.83 24.98 43,243,004.53

    573,083,763.69 100.00 274,753,255.41 478,662,918.06 100.00 274,454,881.55

    Accounts receivable with significant single amounts (over RMB 1,000,000 Yuan) shall be

    subject to impairment test separately. There is the objective evidences indicated impairment, thus

    the Company withdrew reserve for bad debt of RMB 221,012,800 as at the end of reporting

    period.

    3)Foreign currency accounts receivable in accounts receivable

    2009-6-30 2008-12-31

    Currency Original currency RMB converted to Original currency RMB converted to

    USD 2,232,012.56 15,248,886.63 1,909,749.38 13,052,372.86

    Total 15,248,886.63 13,052,372.86

    4)No arrearage from the shareholders holding over 5% (including 5%) of the equity of the

    Company existed in the balance of accounts receivable.

    5)The arrearage total of the first five arrearage entities listed in the closing balance of accounts

    receivable was RMB 133,305,700, taking up 23.26% of the balance of accounts receivable.

    7-05 Prepayment

    2009-6-30 2008-12-31

    1) Aging Amount Proportion (%) Amount Proportion (%)

    Within 1 year 11,232,918.38 89.04 8,304,653.35 85.76

    1-2 years 184,642.12 1.46 180,429.32 1.86

    2-3 years 332,002.26 2.63 331,740.82 3.43

    3-4 years

    4-5 years

    Over 5 years 866,429.69 6.87 866,429.69 8.95

    Total 12,615,992.45 100.00 9,683,253.18 100.00

    2) No account from shareholders holding over 5% (including 5%) of the equity of the

    Company existed in the prepayments at the end of reporting period.

    3) The arrearage total of the first five arrearage entities listed in the prepayment at the end of

    reporting period was RMB 6,842,658.5, taking up 54.24% of the prepayment of the

    Company at the end of the report period.4) Closing balance increased by 30.29% compared with the opening balance, which was

    because the Company prepaid the part of payment for goods due to upward tendency in the

    price of raw materials.

    7-06 Other receivables

    1) Aging 2009-6-30

    Amount

    Proportion

    (%)

    Withdrawal

    proportion

    (%)

    Bad debt

    provision

    Net amount of

    other receivables

    Within 1 year 19,704,527.80 25.13 2 394,090.54 19,310,437.26

    1-2 years 2,446,329.50 3.12 5 122,316.47 2,324,013.03

    2-3 years 3,340,551.41 4.26 15 501,082.71 2,839,468.70

    3-4 years 95,900.19 0.12 83.63 80,204.78 15,695.41

    4-5 years 31,922.32 0.04 71.19 22,726.32 9,196.00

    Over 5 years 52,789,809.70 67.33 97.96 51,711,427.52 1,078,382.18

    Total 78,409,040.92 100.00 52,831,848.34 25,577,192.58

    2008-12-31

    Amount

    Proportion

    (%)

    Withdrawal

    proportion

    (%)

    Bad debt

    provision

    Net amount of

    other receivables

    Within 1 year 12,429,346.16 16.85 2 248,586.92 12,180,759.24

    1-2 years 4,562,462.58 6.19 5 228,123.13 4,334,339.45

    2-3 years 251,585.40 0.34 15 37,737.81 213,847.59

    3-4 years 203,768.18 0.28 89.46 182,285.18 21,483.00

    4-5 years 90,078.12 0.12 63.97 57,619.80 32,458.32

    Over 5 years 56,210,878.37 76.22 79.93 44,930,696.59 11,280,181.78

    Total 73,748,118.81 100.00 45,685,049.43 28,063,069.38

    2) No arrearage from the shareholders holding over 5% (including 5%) of the equity of the

    Company existed in other receivables at the end of the report period.

    3) The arrearage total from the first five arrearage entities was RMB 34,990,200, taking up

    44.63% of other accounts receivable of the Company at the end of report period.

    4) Other accounts receivable with large amount were listed as follows:Entity Amount Nature of account

    Changzhou Vehicle Co., Ltd. 11,658,255.41 Borrowing

    Changzhou Investment Group Co., Ltd. 10,000,000.00 Borrowing

    Changchai Combined Harvester Co., Ltd. 5,391,910.91 Borrowing

    Lanzhou Changchai Northwest Vehicle

    Co., Ltd. 5,000,000.00 Borrowing

    Changzhou Compressor Co., Ltd. 2,940,000.00 Current payment

    7-07 Inventory

    1) Items 2009-6-30

    Amount

    Proportion

    (%)

    Provision for falling

    price

    Net amount of

    inventory

    Raw material 83,913,032.69 31.48 3,622,296.71 80,290,735.98

    Consigned

    materials for

    processing 1,527,223.00 0.57

    1,527,223.00

    Goods in process 80,710,438.60 30.28 80,710,438.60

    Finished products 99,657,592.39 37.39 99,657,592.39

    Low-value

    consumption 726,127.37 0.28

    726,127.37

    Total 266,534,414.05 100.00 3,622,296.71 262,912,117.34

    2008-12-31

    Raw material

    Amount

    Proportion

    (%)

    Provision for falling

    price

    Net amount of

    inventory

    Consigned

    materials for

    processing 105,308,232.52 31.18 13,005,393.08

    92,302,839.44

    Goods in process 3,038,765.60 0.90 3,038,765.60

    Finished products 98,818,047.43 29.26 98,818,047.43

    Low-value

    consumption 129,978,563.63 38.48 971,756.37

    129,006,807.26

    Total 611,254.08 0.18 611,254.08Raw material 337,754,863.26 100.00 13,977,149.45 323,777,713.81

    2)On balance sheet date, the inventory is measured according to the lower between cost and the

    net realizable value. The inventory cost which was higher than the net realizable value should be

    withdrawn falling price reverses. The net realizable value should be recognized in accordance

    with the predicted price in the process of normal production and operation minus the amount of

    the cost which was estimated to happen at the time of completion, the estimated sales expenses

    and related tax expenses.

    3)No capitalization amount of borrowing costs existed in the inventory of the Company, neither

    did such inventory of which right was restricted as mortgage in the inventory at the end of the

    report period.

    7-08 Financial assets available for sale

    Items 2009-6-30 2008-12-31 Remark

    Cost on Foton Motor Stock 41,784,000.00 41,784,000.00

    Holding 36,125,000 shares as at the end of the

    report period

    Change in fair value on

    Foton Motor Stock 436,872,250.50 131,977,250.00

    Fair value is calculated based on the closing price

    as at the end of the report period.

    Cost on Jiangsu

    Expressway 90,500.00 90,500.00

    Holding 50,000 shares as at the end of the report

    period.

    Change in fair value on

    Jiangsu Expressway 227,000.00 181,500.00

    Fair value is calculated based on the closing price

    as at the end of the report period.

    Total 478,973,750.50 174,033,250.00

    Closing balance has increased by 175.22% compared with the opening balance, which was

    because the fair value of shares of Foton Motor and Jiangsu Expressway held by the Company

    rise in the reporting period.

    7-09 Long-term equity investment

    Name of investee

    units

    Invest

    ment

    term

    Ratio in

    the equity

    of the

    investee

    units

    Initial

    investment

    amount

    Equity for

    the current

    period

    Decrease for

    the current

    Accumulative

    equity

    Closing

    balance of

    impairment

    provision

    30 Jun. 2009

    Changzhou Fuji

    Changchai Robin

    Gasoline Engine

    Co., Ltd.

    1999-

    2049

    33% 12,294,546.00 296,708.31 5,474,976.61 17,769,522.61

    Beijing Tsinghua

    Industrial

    Investment

    Management Co.,

    1999-

    2049

    25% 2,500,000.00 -2,500,000.00 0.00Note: ①Notes: Others: RMB 20,000 was invested to Changzhou Economic and Technology

    Development Company, RMB 100,000 was invested to Changzhou Tractor Plant, RMB 200,000

    was invested to Industry Fund Fraternity of Changzhou Economic & Trade Commission, RMB

    90,000 was invested to Beijing Project Machine Agricultural Machinery Co., Ltd.. The above

    four items were hard to take back fully withdrawn impairment provision.

    ②Shenzhen Drgama Network System Co., Ltd. failed to do annual inspection for industry and

    commerce administration for four years. It is in disorganization actually, so the Company

    withdrawn impairment provision fully.

    ③In accordance with the resolutions of temporary meeting of the Board held on 1 Jun. 2009, of the

    1st temporary shareholders’ general meeting held on 17 Jun. 2009 and of the equity transfer

    agreement signed on 27 May 2009, the Company transferred 35,117,105 shares of KAMA Co., Ltd.

    to China Hengtian Group Co., Ltd at the price of RMB 5.33 per share, totaling RMB

    187,174,169.65 as equity transfer payment.

    7-10 Investment properties

    Name of projects 2008-12-31

    Increase for the

    current period

    Decrease for the

    current period

    2009-6-30

    Houses and

    buildings

    87,632,571.14

    87,632,571.14

    Less: accumulative

    depreciation

    14,893,155.51 1,104,170.40

    15,997,325.91

    Net value of 72,739,415.63 71,635,245.23

    Ltd.

    Shenzhen Drgama

    Network System

    Co., Ltd.

    1999-

    2014

    34% 2,388,157.00 5,048,232.00 7,436,389.00 0.00

    Jiangsu Bank 38,000,000.00 38,000,000.00

    Lanzhou Northwest

    Vehicle Corporation

    5% 5,000,000.00 5,000,000.00

    KAMA CO.,LTD.

    (Corporate B stock)

    5.49% 31,706,441.63 31,706,441.63 0.00

    Yangdong Co., Ltd. 0.43% 1,000,000.00 1,000,000.00

    Chengdu Changwan

    Diesel Engine

    Markeing Corp.

    510,000.00 510,000.00 0.00

    Chongqing

    Wanzhou Changwan

    Diesel Engine

    Fitting Corp.

    290,000.00 290,000.00 0.00

    Other 410,000.00 410,000.00 0.00

    Total 94,099,144.63 296,708.31 31,706,441.63 8,023,208.61 8,646,389.00 61,769,522.61investment

    properties

    In the reporting year, the investment property is Changchai Mansion, which was used for lease

    and shall be measured by employing historical cost.

    7-11 Fixed assets

    1) Increase or decrease change in fixed assets

    Original value 2008-12-31

    Increase for the

    current period

    Decrease for the

    current period

    2009-6-30

    Houses and

    buildings 370,557,348.91

    370,557,348.91

    Machinery

    equipment 402,949,999.28 23,916,100.98 4,711,854.93

    422,154,245.33

    Transportation

    vehicle 23,187,028.08 639,225.40 1,821,999.00

    22,004,254.48

    Other

    equipment 39,094,597.35 2,593,388.48 467,155.00

    41,220,830.83

    835,788,973.62 27,148,714.86 7,001,008.93 855,936,679.55

    Accumulative

    depreciation 2008-12-31

    Increase for the

    current period

    Decrease for the

    current period 2009-6-30

    Houses and

    buildings 148,904,523.47 6,653,685.84

    155,558,209.31

    Machinery

    equipment 264,547,866.52 12,153,543.37 3,962,564.03

    272,738,845.86

    Transportation

    vehicle 15,500,792.13 806,869.14 1,782,165.13

    14,525,496.14

    Other

    equipment 27,738,264.08 1,640,183.22 457,016.59

    28,921,430.71

    456,691,446.20 21,254,281.57 6,201,745.75 471,743,982.02

    Impairment

    provision 2008-12-31

    Increase for the

    current period

    Decrease for the

    current period 2009-6-30

    Houses and

    buildings 11,344,597.44 1,983,964.80

    13,328,562.24

    Machinery

    equipment 3,627,611.50 47,163.00

    3,674,774.50

    Transportation

    vehicle

    Other

    equipment14,972,208.94 2,031,127.80 17,003,336.74

    Net value of fixed

    assets

    2008-12-31 2009-6-30

    Houses and buildings 210,308,228.00 203,654,542.16

    Machinery equipment 134,774,521.26 145,740,624.97

    Transportation vehicle 7,686,235.95 7,478,758.34

    Other equipment 11,356,333.27 12,299,400.12

    364,125,318.48 369,173,325.59

    2) The original value of fixed assets was RMB 23,420,487.89 from the construction in

    progress in the reporting period.

    3) The increase of fixed assets in the reporting period is from the street properties and

    machinery equipment; while the decrease is caused by the disposal of end-of-life

    equipment.

    4) No capitalization interest amount existed in the increase of the fixed assets.

    5) Mortgage of the fixed assets

    Fixed assets pledged on 30 Jun. 2009

    Assets Original

    carrying value

    Net carrying

    value

    Loan balance

    Houses and

    buildings 12,614,700 9,248,900

    Machinery

    equipment 6,994,300 1,696,800

    “Changwan borrowed RMB 8.5 million

    from Chongqin Sanxia Bank Gaosuntang

    Sub-branch

    Houses and

    buildings

    4,776,200 2,277,500

    Benniu borrowed RMB 2.0 million from

    Jiangsu Wujin Rural Commercial Bank

    Co., Ltd.

    Houses and

    buildings 23,881,300 11,387,300

    Benniu borrowed RMB 10 million from

    Agricultural Bank of China Changzhou

    Wujin Sub-branch

    48,266,500 24,610,500

    6)The provision for impairment of fixed assets increased by RMB 2,031,127.80 in the reporting

    period. In accordance with the policies stated in No. 14 of Note 4 to the consolidated financial

    statement, the Company withdrew the provision for impairment of unused houses amounting to

    RMB 1,983,964.80. Changzhou Changchai Benniu Diesel Engine Fitting Co., Ltd. madeprovision for impairment of machinery equipment by RMB 47,163.00.

    7-12 Construction in progress

    1) Construction projects

    Opening

    balance

    Increase for the

    current period

    Transferring into

    fixed assets in the

    reporting period

    Closing balance

    Sources of

    capital

    Expansion capacity of

    multi-cylinder

    11,784,770.08 16,484,493.01 15,595,056.08 12,674,207.01

    Self-finan

    cing

    Experimental

    workshop of

    technology center

    17,129,608.17 16,284,933.47 950,529.92 32,464,011.72

    Self-finan

    cing

    Renovation of

    network of pipes

    855,000.00 855,000.00

    Self-finan

    cing

    Renovation of casting 20,760,295.15 10,279,042.16 31,039,337.31

    Self-finan

    cing

    Other 19,176,025.41 23,451,509.18 6,874,901.89 35,752,632.70

    Self-finan

    cing

    Total 69,705,698.81 66,499,977.82 23,420,487.89 112,785,188.74

    2) Amount of interest capitalization in the construction in progress is RMB 1,869,051.00 in the

    reporting period;

    3)At the end of period, the construction in progress is made a overall check, there exists no

    situation that the recoverable amount is lower than carrying value due to steady declines of

    market price, technological obsolescence, damage, long-term idling, as a result, the provision for

    impairment of the construction in progress shall not be withdrawn.

    7-13 intangible assets

    Items

    Closing

    initial

    amount

    Opening

    balance

    Increase

    for the

    current

    period

    Withdrawal

    for the

    current

    period

    Transfer-out

    for the current

    period

    Closing

    balance

    Rest

    amortiza

    tion

    Period

    Land use

    right

    131,158,184.40 106,058,876.72 1,320,991.86 104,737,884.86 35.-43.3year

    Special

    technology

    43,500.00 43,594.00 39,319.00 4,275.00

    Total 132,369,684.40 106,102,470.72 1,360,310.86 104,742,159.86Note: At the end of period, there was no provision for impairment that need to be withdrawn.

    7-14 Deferred income tax assets

    1) Deferred income tax assets recognized 2009-6-30 2008-12-31

    Provision for bad debts 1,152,885.64 620,237.12

    Total 1,152,885.64 620,237.12

    2) Deductible temporary difference 2009-6-30 2008-12-31

    Provision for bad debts 4,611,542.57 2,480,948.47

    Total 4,611,542.57 2,480,948.47

    7-15 Short-term borrowing

    1)Category 2009-6-30 2008-12-31

    Loan on security 22,000,000.00 14,500,000.00

    Collateral loan 20,500,000.00 31,700,000.00

    Commission loan 5,000,000.00 5,000,000.00

    Total 47,500,000.00 51,200,000.00

    2)Breakdown of collateral loan

    Loan bank Loan condition

    Annual

    interest

    rate Loan term Closing amount

    Chongqing Sanxia

    Bank Gaosuntang

    Sub-branch

    Mortgage and

    pledge

    9.711 2008.8.7-2009.8.6 8,500,000.00

    Agricultural Bank of

    China, Changzhou

    Wujin Sub-branch

    Mortgage 5.346 2009.2.16-2009.8.13 3,000,000.00

    Agricultural Bank of

    China, Changzhou

    Wujin Sub-branch

    Mortgage 5.346 2009.6.4-2009.12.3 7,000,000.00

    Jiangsu Wujin Rural

    Commercial Bank Co.,

    Ltd.

    Mortgage 6.0003 2009.3.10-2009.12.25 2,000,000.00

    20,500,000.00For details of mortgage, please refer to Note 7-11 (5) fixed assets.

    3) Breakdown of loan on security

    Loan bank Secured entity

    Annual

    interest

    rate Loan term Closing amount

    Bank of

    Communications

    Changzhou Branch

    Business Department

    Changchai

    Company, Limited

    5.0445 2009.3.6-2010.3.6 5,000,000.00

    Bank of

    Communications

    Changzhou Branch

    Business Department

    Changchai

    Company, Limited

    5.0445 2009.3.11-2010.3.11 4,500,000.00

    Bank of

    Communications

    Changzhou Branch

    Business Department

    Changchai

    Company, Limited

    5.0445 2009.3.13-2010.3.13 5,000,000.00

    Chongqing Sanxia Bank

    Gaosuntang Sub-branch

    State-owned Assets

    Guarantee Co., Ltd.

    of Wanzhou

    District, Chongqing

    6.903 2009.4.21-2010.4.20 1,500,000.00

    Chongqing Sanxia Bank

    Gaosuntang Sub-branch

    State-owned Assets

    Guarantee Co., Ltd.

    of Wanzhou

    District, Chongqing

    6.903 2009.5.13-2010.5.12 3,000,000.00

    Chongqing Sanxia Bank

    Gaosuntang Sub-branch

    State-owned Assets

    Guarantee Co., Ltd.

    of Wanzhou

    District, Chongqing

    6.903 2009.6.3-2010.6.2 3,000,000.00

    22,000,000.00

    4) Breakdown of commission loan

    Loan bank Entrusted entity

    Annual

    interest

    rate Loan term Closing amount

    Chongqing Sanxia Bank

    Business Department

    Chongqing

    Wanzhou District

    State-owned Assets

    Guaranty Co., Ltd.

    9.711 2008.9.11-2009.9.10 5,000,000.00

    5,000,000.00

    5)There was no overdue loan in the short-term loan as at the end of the report period.7-16 Notes payable

    1)Category 2009-6-30 2008-12-31

    Bank acceptance bills 226,859,800.00 136,103,600.00

    Total 226,859,800.00 136,103,600.00

    2)The main reason for the increase of closing balance by 66.68% compared to that of year-begin

    in the notes payable was because the Company paid the supplier for the payment for goods

    mostly by the means of bank acceptance bill.

    7-17 Accounts payable

    2009-6-30 2008-12-31

    425,650,890.14 361,368,076.43

    425,650,890.14 361,368,076.43

    1)Classified by the nature of accounts payable

    2009-6-30 2008-12-31

    Amount Ratio (%) Amount Ratio (%)

    Operating

    accounts

    payable 422,033,858.11 99.15 357,873,444.40 99.03

    Accounts

    payable for

    engineering 3,617,032.03 0.85 3,494,632.03 0.97

    425,650,890.14 100.00 361,368,076.43 100.00

    2)No account which was owed to the shareholders holding over 5% (including 5%) of the

    Company existed in the accounts payable.

    7-18 Account collected in advance

    2009-6-30 2008-12-31

    44,265,465.88 24,690,165.89

    44,265,465.88 24,690,165.89

    1)No accounts collected in advance with large amount of which account age was over one year

    existed in the balance at the period-end

    2) No account which was owed to the shareholders holding over 5% (including 5%) of the

    Company existed in the accounts collected in advance.

    3) Closing balance has increased by 79.28% compared with the opening balance, which was

    mainly because the Company prepaid the part of payment for goods due to upward tendency in

    the price of raw materials..7-19 Payroll payable

    Items 2008-12-31

    Increase for the

    current period

    Decrease for the

    current period 2009-6-30

    Wages, bonuses, allowance and

    subsidies for the employees 19,571,464.03 46,285,553.23

    64,596,704.15 1,260,313.11

    Welfare expenses for the

    employees 4,614,815.89

    4,614,815.89

    Trade union funds and staff

    training expense 5,625,787.85 1,282,628.14

    1,248,958.24 5,659,457.75

    Social insurances 172,530.00 23,205,814.05 22,967,911.55 410,432.50

    Of which: endowment insurance 16,988,308.64 16,988,308.64

    Basic medical insurance 172,530.00 4,342,318.06 4,104,415.56 410,432.50

    Unemployment

    insurance 980,322.59

    980,322.59

    Work injury insurance 521,475.81 521,475.81

    Maternity insurance 373,388.95 373,388.95

    Housing accumulation fund 4,733,348.00 4,733,348.00

    Compensations for the

    cancellation of the labor

    relationship with the employees 1,184,483.00

    1,184,483.00

    25,369,781.88 81,306,642.31 99,346,220.83 7,330,203.36

    7-20 Taxes and dues payable

    Items 2009-6-30 Rate of tax for the

    reporting period

    2008-12-31

    VAT

    -19,046,369.06

    Note 5 under this

    notes to financial

    statement

    -32,856,189.17

    Tax for municipal

    maintenance and

    construction

    840,961.93

    Note 5 under this

    notes to financial

    statement

    959,173.65

    Corporate income tax

    33,001,645.12

    Note 5 under this

    notes to financial

    statement

    487,761.58

    Housing property tax

    268,718.15

    Note 5 under this

    notes to financial

    statement

    347,813.99

    Individual income tax 20,095.18 Withhold and

    remit

    14,065.47Educational expenses

    128,810.79

    Note 5 under this

    notes to financial

    statement

    103,088.60

    Synthesis fee

    1,777,471.68

    Note 5 under this

    notes to financial

    statement

    1,731,484.26

    Total 16,991,333.79 -29,212,801.62

    Closing balance of taxes and dues payable has increased by 205.75% compared with the opening

    balance, which was mainly due to increase of income tax payable for making profit in the

    reporting period.

    7-21 Taxes and dues payable

    2009-6-30 2008-12-31

    141,976,215.94 88,548,123.52

    141,976,215.94 88,548,123.52

    1)The closing balance increased by 60.34% than the opening balance, which was because the

    Company estimated that, in order to expand market and strengthen after-sales service, selling

    concession and fee for three-guarantee service shall be increased.

    2) The account over one year with the larger amount mainly was margin for quality and

    performance guarantees.

    3)No account which was owed to the shareholders holding over 5% (including 5%) of the

    Company existed in the other payables.

    7-22 Other current liabilities

    Category 2009-6-30 2008-12-31

    Accrued interest 576,645.48

    Charges for disposing

    pollutants

    300,000.00 180,000.00

    Dividend on shares 3,898,258.83 3,898,258.83

    Total 4,198,258.83 4,654,904.31

    7-23 Long-term loan

    1)Category 2009-6-30 2008-12-31

    Credit loan 62,000,000.00 42,000,000.00

    Total 62,000,000.00 42,000,000.00

    2) Breakdown of loan

    Bank

    Annual

    interest

    rate

    Life of loan Closing amountChangzhou Branch, Bank

    of China

    benchmark

    interest

    rate

    2008.10.15-2010.12.31 21,000,000.00

    Changzhou Branch, Bank

    of China

    benchmark

    interest

    rate

    2008.10.15-2011.9.25 21,000,000.00

    China Construction Bank

    Changzhou Branch

    benchmark

    interest

    rate

    2009.1.21-2012.1.20 20,000,000.00

    62,000,000.00

    3)Closing amount of long-term borrowing is a loan for technological renovation projects of trial

    production shop of technical centre and a loan for casting renovation projects.

    7-24 Deferred income tax liabilities

    1) Deferred income tax liabilities recognized 2009-6-30 2008-12-31

    Gains and losses from change in fair value of

    tradable financial assets

    4,110,075.00

    Gains and losses from change in fair value of

    financial assets available for sales

    109,274,812.50

    33,039,687.50

    Total 109,274,812.50 37,149,762.50

    2) Temporary difference taxable 2009-6-30 2008-12-31

    Gains and losses from change in fair value of

    tradable financial assets

    16,440,300.00

    Gains and losses from change in fair value of

    financial assets available for sales

    437,099,250.00

    132,158,750.00

    Total 437,099,250.00 148,599,050.00

    The reason for the increase of deferred income tax liabilities in the period was because the fair

    value of shares of Foton Motor and Jiangsu Expressway held by the Company rise in the

    reporting period.

    7-25 Share capital

    Change in share capital in the reporting period

    (Unit: Share)

    Items

    2008-12-31

    Increase for the

    current period

    Decrease for the

    current period 2009-6-30

    1. Shares subject to trading

    moratorium 80,212,493 80,206,868 5,625

    2. Listed circulating shares 194,037,058 80,206,868 274,243,926(A-share)

    3. Listed circulating shares

    (B-share) 100,000,000 100,000,000

    Total 374,249,551 80,206,868 80,206,868 374,249,551

    7-26 Capital reserve

    Items 2008-12-31

    Increase for the

    current period

    Decrease for the

    current period 2009-6-30

    Premium on capital

    stock 153,053,986.32 153,053,986.32

    Other 119,430,199.94 228,705,375.50 10,500.00 348,125,075.44

    Total 272,484,186.26 228,705,375.50 10,500.00 501,179,061.76

    In the reporting period, the capital reserve has increase by RMB 228,705,375.50, which caused

    by changed amount in financial assets available for sales (shares of Foton Motor and Jiangsu

    Expressway) measured at the fair value and net amount of corresponding impact of deferred

    income tax. In the reporting period, the capital reserve has decrease by RMB 10,500.00, which

    was because of decrease of capital reserve of Benniu Company.

    7-27 Surplus reserve

    Items 2008-12-31

    Increase for the

    current period

    Decrease for the

    current period 2009-6-30

    Statutory surplus

    reserves 227,212,487.02 227,212,487.02

    Discretionary surplus

    reserve 13,156,857.90 13,156,857.90

    Total 240,369,344.92 240,369,344.92

    7-28 Retained profit

    Items 30 Jun. 2009 31 Dec. 2008

    Closing balance as at 31 Dec. 2008 260,783,005.94 372,844,737.18

    Add: Changes in accounting policies

    Opening balance as at 1 Jan. 2009 260,783,005.94 372,844,737.18

    Add: net profit in 2008 188,720,466.26 -83,993,014.91

    Profit available for distribution 449,503,472.20 288,851,722.27

    Less: appropriating statutory surplus reserve

    appropriating discretionary surplus reserve

    Common stocks dividends payable 28,068,716.33Stock dividend transferred in stock capital

    Retained profit as at 30 Jun. 2009 449,503,472.20 260,783,005.94

    7-29 Minority interest

    Jan.-Jun. 2009 Jan.-Jun. 2008

    Minority interest 9,325,089.30 7,335,074.29

    9,325,089.30 7,335,074.29

    7-30 Operating revenue

    Revenue Cost

    Items

    Jan.-Jun. 2009 Jan.-Jun. 2008 Jan.-Jun. 2009 Jan.-Jun. 2008

    Diesel engine and fittings 1,233,742,110.79 1,132,439,943.95 1,069,130,141.92 1,023,322,223.80

    Subtotal of income and cost

    from main operations 1,233,742,110.79 1,132,439,943.95 1,069,130,141.92 1,023,322,223.80

    Sale of raw materials 12,260,744.81 16,771,038.01 13,603,936.79 9,911,226.12

    Rent 1,509,907.00 1,081,926.00 1,104,170.40 1,104,170.40

    Subtotal of other operating

    income and expenses 13,770,651.81 17,852,964.01 14,708,107.19 11,015,396.52

    Total 1,247,512,762.60 1,150,292,907.96 1,083,838,249.11 1,034,337,620.32

    The total sales income of the first five clients of the Company was RMB 280,914,100, taking up

    22.77% of the Company’s income from main operation.

    7-31 Business tax and extra charges

    Items Jan.-Jun. 2009 Jan.-Jun. 2008 Paying standard

    Urban maintenance

    and construction tax 62,012.34 111,993.12

    Please refer Note 5 of the

    financial statement for details

    Educational surtax 49,609.85 89,594.46

    Please refer Note 5 of the

    financial statement for details

    Total 111,622.19 201,587.58

    7-32 Financial expense

    Items Jan.-Jun. 2009 Jan.-Jun. 2008

    Interest expenses 1,922,468.08 1,702,028.93

    Less: interest income 2,569,172.80 1,205,141.59

    Exchange gains or losses 49,441.11 1,560,763.63Other -2,620,503.38 -9,910,940.38

    Total -3,217,766.99 -7,853,289.41

    Compared with the last year, the financial expenses have increase by 59.03%, which was caused

    by a drop of sales promotion expenses received from supplier over the last period.

    7-33 Loss of assets impairment

    Items Jan.-Jun. 2009 Jan.-Jun. 2008

    Provision for Bad debts 12,113,276.86 -4,001,105.20

    Provision for falling price of

    inventories -10,354,852.74

    Provision for fixed assets

    impairment 2,031,127.80

    Total 3,789,551.92 -4,001,105.20

    Loss of assets impairment has increased by 194.71% over the last period, which was caused by

    switching back of provision for bad debt, provision for impairment of fixed assets and provision

    for impairment of inventories.

    7-34 Gains and losses on change in fair value

    Items Jan.-Jun. 2009 Jan.-Jun. 2008

    Gains and losses on change in fair

    value of tradable financial assets -16,440,300.00 -30,060,000.00

    Gains and losses on change in fair value is mainly because that the Company sold 4,500,000

    shares of Foton Motor that are divided in tradable financial assets, correspondingly, the gains and

    losses on change in fair value are switched back in the reporting period.

    7-35 Investment income

    Items Jan.-Jun. 2009 Jan.-Jun. 2008

    Dividend distributed at cost

    method 722,500.00 4,074,817.06

    Income measured at equity

    method 296,708.31

    Income form shares sold 186,617,403.02

    Total 187,636,611.33 4,074,817.06

    The investment income has increase by 4504.79% compared with last reporting period, which

    was because that the Company sold 4,500,000 shares of Foton Motor that are divided in tradable

    financial assets, also the Company transferred 35,117,105 shares of KAMA Co., Ltd. to China

    Hengtian Group Co., Ltd at the price of RMB 5.33 per share.

    7-36 Non-operating incomeItems Jan.-Jun. 2009 Jan.-Jun. 2008

    Income from disposal of fixed

    assets 280,205.15 1,904,420.96

    Insurance indemnity 45,031.58 315,841.33

    Penalty Incomes 33,711.55

    Subsidize revenue 2,502,342.35 250,000.00

    Other 3,308,101.47 525,856.02

    Total 6,169,392.10 2,996,118.31

    1) In the reporting period, non-operating income has increased by 105.91% compared with the

    last period, which was because that the Company disposed the rejected goods from the market

    and Benniu (the subsidiary company of the Company) received VAT returned.

    2) Subsidize revenue for the current period: the fund of the Three Gorges Reservoir Area

    amounting to RMB 100,000.00 Changwan (Subsidiary of the Company) received Wanzhou

    Financial Bureau of Chongqing, as well as the payment for VAT returned totaling to

    2,402,342.35 in accordance with CZSJT Zi [2009] No. 40 document.

    7-37 Non-operating expense

    Items Jan.-Jun. 2009 Jan.-Jun. 2008

    Losses on disposal of fixed assets 22,899.97 348,396.73

    Grain risk fund and price subsidy 409,228.83 1,137,513.38

    Donations 500,000.00

    Amercement outlay 3,000.00

    Losses on debt restructuring 1,389.67

    Flood control security funds 847,122.60 1,137,513.38

    Other 3,887,805.22 1,987,995.09

    Total 5,167,056.62 5,115,808.25

    7-38 Income tax expense

    Items Jan.-Jun. 2009 Jan.-Jun. 2008

    Income tax expense for the current period 32,552,305.30

    Deferred income tax expense -4,642,723.52 -7,515,000.00

    Total 27,909,581.78 -7,515,000.00

    The income tax expenses for the current have increase by 471.38% over the last period, which

    was because of increase of income tax payable in the current period.

    7-39 Other cash received related to operating activities

    From Jan. to Jun. 2009, the amount occurred is RMB 3,436,300, of which the items with

    relatively larger amount are as below: (RMB ten thousand)

    Items Jan.-Jun. 2009Interest income 256.92

    Repayment of current capital 50

    7-40 Other cash paid related to operating activities

    The amount occurred from Jan. to Jun. 2009 is RMB 29,324,400, of which the items with

    relatively larger amount are as below: (RMB ten thousand)

    Items Jan.-Jun. 2009

    Travel charge 729.63

    Experimental development cost 331.30

    Freight charges and repairs charge 454.26

    Promotional expense and guarantee of repair 306.35

    Administrative expense 184.06

    7-41 Net increase of cash and cash equivalents

    Items Jan.-Jun. 2009 Jan.-Jun. 2008

    Closing monetary fund 849,987,171.26 337,403,681.37

    Less: pledged fixed deposit 2,500,000.00

    Closing balance of cash 847,487,171.26 337,403,681.37

    Opening monetary fund 402,778,967.15 443,234,034.61

    Less: pledged 2,500,000.00

    Opening balance of cash 400,278,967.15 443,234,034.61

    Net increase of cash and cash equivalents 447,208,204.11 -105,830,353.247-42 Supplementary information to consolidated cash flow statement

    Items Jan.-Jun. 2009 Jan.-Jun. 2008

    1. Adjusting net profit into cash flow arising from

    operating activities

    Net profit 190,713,981.27 4,498,265.51

    Plus: Provision for assets impairment 3,789,551.92 -4,001,105.20

    Depreciation of fixed assets, of oil-gas assets, of

    productive biological assets

    22,358,451.97

    17,092,542.09

    Amortization of intangible assets 1,360,310.86 1,456,967.69

    Amortization of long-term deferred expense 133,283.37

    Loss on disposal of fixed assets, intangible assets and

    other long-term assets (income is listed as “-”)

    -257,305.18

    601,564.36

    Loss on retirement of fixed assets (income is listed as

    “-”)

    Losses on change in fair value (income is listed as

    “-”)

    16,440,300.00

    30,060,000.00

    Financial expense(income is listed as “-”) 1,922,468.08 -7,853,289.41

    Investment losses(income is listed as “-”) -187,636,611.33 -4,074,817.06

    Decrease in deferred income tax assets(increase is

    listed as “-”)

    -532,648.52

    Increase in deferred income tax liabilities(decrease is

    listed as “-”)

    -4,110,075.00

    -67,899,875.00

    Decrease of inventories (increase is listed as “-”) 71,220,449.21 70,509,480.44

    Decrease in operating receivables (increase is listed as

    “-”)

    -110,860,564.01

    -28,427,723.55

    Increase in operating payables (decrease is listed as

    “-”)

    274,929,539.65

    -50,270,829.77

    Other

    Net cash flows arising from operating activities 279,337,848.92 -38,175,536.53

    2. Investing and financing activities that do not involving

    cash receipts and payment:

    Conversion of debt into capital

    Convertible bond due with one year

    Fixed assets financed by finance leases

    3. Net increase in cash and cash equivalents:

    Closing balance of cash 847,487,171.26 337,403,681.37

    Less: Opening balance of cash 400,278,967.15 443,234,034.61

    Add: closing balance of cash equivalents

    Less: Opening balance of cash equivalents

    Net increase in cash and cash equivalents 447,208,204.11 -105,830,353.24Note 8: Notes to financial statement of parent company

    (The following amount is expressed in RMB unless otherwise special explanation)

    8-01 Accounts receivable

    2009-6-30

    1)Aging

    Amount

    Proportion

    (%)

    Withdrawal

    proportion

    (%)

    Bad debt

    provision

    Net amount of

    accounts

    receivable

    Within 1 year 233,811,961.84 44.74 2.65 6,195,115.07 227,616,846.77

    1-2 years 4,018,408.25 0.77 44.26 1,778,577.98 2,239,830.27

    2-3 years 17,508,073.65 3.35 52.43 9,179,805.90 8,328,267.75

    3-4 years 16,850,379.51 3.22 98.03 16,519,178.08 331,201.43

    4-5 years 3,395,083.19 0.65 86.01 2,920,134.05 474,949.14

    Over 5 years 247,049,079.55 47.27 92.20 227,782,705.39 19,266,374.16

    Total 522,632,985.99 100.00 264,375,516.47 258,257,469.52

    2008-12-31

    Aging

    Amount

    Proportion

    (%)

    Withdrawal

    proportion

    (%)

    Bad debt

    provision

    Net amount of

    accounts

    receivable

    Within 1 year 126,565,462.95 29.54 3.15 3,985,046.13 122,580,416.82

    1-2 years 5,855,998.83 1.37 32.11 1,880,432.51 3,975,566.32

    2-3 years 23,847,353.03 5.57 40.09 9,560,697.80 14,286,655.23

    3-4 years 16,957,837.57 3.96 97.60 16,551,415.50 406,422.07

    4-5 years 3,398,383.19 0.79 86.02 2,923,434.05 474,949.14

    Over 5 years 251,791,898.44 58.77 92.35 232,525,524.28 19,266,374.16

    Total 428,416,934.01 100.00 267,426,550.27 160,990,383.74

    2)Classified by account nature

    2009-6-30 2008-12-31

    Items

    Amount

    Propor

    tion

    (%)

    Bad debt

    provision

    Amount

    Propor

    tion

    (%)

    Bad debt

    provision

    Significant

    single

    amount

    430,696,787.18 82.41 206,005,891.70 348,050,930.99 81.24 209,049,516.96Insignificant

    single

    amount

    91,936,198.81 17.59 58,369,624.77 80,366,003.02 18.76 58,377,033.31

    Total 522,632,985.99 100.00 264,375,516.47 428,416,934.01 100.00 267,426,550.27

    Accounts receivable with significant single amounts (over RMB 1,000,000 Yuan) shall be

    subject to impairment test separately. There is the objective evidences indicated impairment, thus

    the Company withdrew reserve for bad debt of RMB 206,005,900 as at 30 Jun. 2009.

    3)Foreign currency accounts receivable in accounts receivable

    2009-6-30 2008-12-31

    Currency Original currency RMB converted to Original currency RMB converted to

    USD 2,232,012.56 15,248,886.63 1,909,749.38 13,052,372.86

    Total 15,248,886.63 13,052,372.86

    4)The arrearage total of the first five arrearage entities listed in the closing balance of accounts

    receivable was RMB 163,351,200, taking up 31.26% of the balance of accounts receivable.

    5)No arrearage from the shareholders holding over 5% (including 5%) of the equity of the

    Company existed in the balance of accounts receivable.

    8-02 Other receivables

    2009-6-30

    1)Aging Amount

    Proportion

    (%)

    Withdrawal

    proportion (%)

    Bad debt

    provision

    Net amount of other

    receivables

    Within 1 year 18,361,799.52 24.71 2.00 367,235.98 17,994,563.54

    1-2 years 2,393,225.07 3.22 5.00 119,661.25 2,273,563.82

    2-3 years 3,340,551.41 4.50 15.00 501,082.71 2,839,468.70

    3-4 years 89,300.19 0.12 87.60 78,224.78 11,075.41

    4-5 years 9,832.32 0.01 96.34 9,472.32 360.00

    Over 5 years 50,117,950.94 67.44 97.85 49,039,568.76 1,078,382.18

    Total 74,312,659.45 100.00 50,115,245.80 24,197,413.65

    2008-12-31

    Aging

    Amount

    Proportion

    (%)

    Withdrawal

    proportion

    (%)

    Bad debt provision

    Net amount of other

    receivables

    Within 1 year 12,316,348.66 17.39 2.00 246,326.97 12,070,021.69

    1-2 years 4,529,733.40 6.40 5.00 226,486.67 4,303,246.73

    2-3 years 251,585.40 0.36 15.00 37,737.81 213,847.59

    3-4 years 175,078.18 0.25 99.20 173,678.18 1,400.004-5 years 86,912.32 0.12 64.11 55,720.32 31,192.00

    Over 5 years 53,456,037.14 75.48 78.90 42,175,855.36 11,280,181.78

    Total 70,815,695.10 100.00 42,915,805.31 27,899,889.79

    2)No arrearage from the shareholders holding over 5% (including 5%) of the equity of the

    Company existed in other receivables at the end of the report period.

    3)The arrearage total from the first five arrearage entities was RMB 34,990,200, taking up 47.09

    % of other accounts receivable of the Company at the end of report period.

    4) Other accounts receivable with large amount were listed as follows

    Entity Amount Nature of account

    Changzhou Vehicle Co., Ltd. 11,658,255.41 Borrowing

    Changzhou Trust Investment Co., Ltd. 10,000,000.00 Borrowing

    Changchai Combined Harvester Co., Ltd. 5,391,910.91 Borrowing

    Lanzhou Changchai Northwest Vehicle Co., Ltd. 5,000,000.00 Borrowing

    Changzhou Compressor Co., Ltd. 2,940,000.00 Current payment

    8-03 Long-term equity investment

    Name of investee

    units

    Invest

    ment

    term

    Ratio in

    the

    equity of

    the

    investee

    units

    Initial

    investment

    amount

    Net amount as

    at 31 Dec.

    2008

    Increase for the

    current period

    Decrease for

    the current

    period

    Net amount as

    at 30 Jun. 2009

    Closing

    balance of

    impairment

    provision

    Changchai Wanzhou

    Diesel Engine Co.,

    Ltd.

    1996-

    2011

    60% 21,000,000.00 21,000,000.00

    21,000,000.00

    Changzhou

    Changchai Benniu

    Diesel Engine

    Fittings Co., Ltd.

    1996-

    2011

    75% 25,339,800.00 25,339,800.00

    25,339,800.00

    Nanjing Changli

    Agricultural

    Machinery Fittings

    Co., Ltd.

    2007-

    2022

    100% 5,000,000.00 5,000,000.00

    5,000,000.00

    Changzhou Fuji

    Changchai Robin

    Gasoline Engine

    Co., Ltd.

    1999-

    2049

    33% 12,294,546.00 17,472,814.30 296,708.31

    17,769,522.61

    Beijing Tsinghua

    Industrial

    Investment

    Management Co.,

    1999-

    2049

    25% 2,500,000.00The reason for increase in the reporting period was ① because Changzhou Fuji Changchai Robin

    Gasoline Engine Co., Ltd. measured at equity method, resulting in increase of investment income;

    the reason for decrease was because that the Company, in accordance with the resolutions of

    temporary meeting of the Board held on 1 Jun. 2009, of the 1st temporary shareholders’ general

    meeting held on 17 Jun. 2009 and of the equity transfer agreement signed on 27 May 2009,

    transferred 35,117,105 shares of KAMA Co., Ltd. to China Hengtian Group Co., Ltd at the price

    of RMB 5.33 per share, totaling RMB 187,174,169.65 as equity transfer payment.

    ②Others: RMB 20,000 was invested in Changzhou Economic and Technology Development

    Company, RMB 100,000 was invested in Changzhou Tractor Plant, RMB 200,000 was invested

    in Industry Fund Fraternity of Changzhou Economic & Trade Commission, RMB 90,000 was

    invested in Beijing Project Machine Agricultural Machinery Co., Ltd.. The above four items

    were hard to take back fully withdrawn impairment provision.

    ③ Net assets of Beijing Tsinghua Industrial Investment Management Co., Ltd. was negative,

    therefore, its long-term investment measured at equity method is reduced to zero;Shenzhen

    Drgama Network System Co., Ltd. failed to do annual inspection for industry and commerce

    administration for four years. It is in disorganization actually, so the Company withdrawn

    impairment provision fully.

    8-04 Operating revenue

    Operating revenue Operating cost

    Items

    Jan.-Jun. 2009 Jan.-Jun. 2008 Jan.-Jun. 2009 Jan.-Jun. 2008

    Diesel engine and fittings 1,242,540,082.16 1,139,513,572.49 1,091,941,451.32 1,040,524,748.48

    Total of income and cost

    from main operations 1,242,540,082.16 1,139,513,572.49 1,091,941,451.32 1,040,524,748.48

    Sales of raw materials 11,270,269.45 15,837,322.67 13,373,878.43 9,197,456.45

    Rent 1,509,907.00 1,081,926.00 1,104,170.40 1,104,170.40

    Total of other operating

    income and expense 12,780,176.45 16,919,248.67 14,478,048.83 10,301,626.85

    Total 1,255,320,258.61 1,156,432,821.16 1,106,419,500.15 1,050,826,375.33

    The total sales income of the first five clients of the Company was RMB 280,914,100, taking up

    Ltd.

    Shenzhen Drgama

    Network System

    Co., Ltd.

    1999-

    2014

    34% 2,388,157.00

    7,436,389.00

    Jiangsu Bank 38,000,000.00 38,000,000.00 38,000,000.00

    Lanzhou Northwest

    Vehicle Corporation

    5% 5,000,000.00 5,000,000.00

    5,000,000.00

    KAMA CO.,LTD.

    (Corporate B stock)

    5.49% 31,706,441.63 31,706,441.63

    31,706,441.63

    Other 410,000.00 410,000.00

    Total 143,638,944.63 143,519,055.93 296,708.31 31,706,441.63 112,109,322.61 7,846,389.0022.61% of the Company’s income from main operations in the reporting period.

    8-05 Investment income

    Items Jan.-Jun. 2009 Jan.-Jun. 2008

    Dividend distributed at cost

    method 722,500.00 4,074,817.06

    Income measured at equity

    method 296,708.31

    Income form shares sold 186,617,403.02

    Total 187,636,611.33 4,074,817.06

    The investment income has increase by 4504.79% compared with last reporting period, which

    was because that the Company sold 4,500,000 shares of Foton Motor that are divided in tradable

    financial assets, also the Company transferred 35,117,105 shares of KAMA Co., Ltd. to China

    Hengtian Group Co., Ltd at the price of RMB 5.33 per share.

    8-06 Supplementary information to consolidated cash flow statement

    Items Jan.-Jun. 2009 Jan.-Jun. 2008

    1. Adjusting net profit into cash flow arising from operating activities

    Net profit 183,283,875.14 2,131,762.78

    Plus: Provision for assets impairment 3,898,824.12 -4,001,105.20

    Depreciation of fixed assets, of oil-gas assets, of productive biological

    assets 18,798,994.00 14,985,480.32

    Amortization of intangible assets 1,329,195.52 1,427,540.12

    Amortization of long-term deferred expense

    Loss on disposal of fixed assets, intangible assets and other long-term

    assets (income is listed as “-”)

    -141,574.40 564,698.05

    Loss on retirement of fixed assets (income is listed as “-”)

    Losses on change in fair value (income is listed as “-”) 16,440,300.00 30,060,000.00

    Financial expense(income is listed as “-”) -9,286,106.49

    Investment losses(income is listed as “-”) -187,636,611.33 -4,074,817.06

    Decrease in deferred income tax assets(increase is listed as “-”) -532,648.52

    Increase in deferred income tax liabilities(decrease is listed as “-”) -4,110,075.00 -67,899,875.00

    Decrease of inventories (increase is listed as “-”) 79,201,291.22 84,384,739.22

    Decrease in operating receivables (increase is listed as “-”) -118,965,026.36 -32,110,051.55

    Increase in operating payables (decrease is listed as “-”) 253,295,941.43 -48,250,669.88

    Other

    Net cash flows arising from operating activities 244,862,485.82 -32,068,404.69

    2. Investing and financing activities that do not involving cash receipts andpayment:

    Conversion of debt into capital

    Convertible bond due with one year

    Fixed assets financed by finance leases

    3. Net increase in cash and cash equivalents:

    Closing balance of cash 802,218,005.31 318,402,586.53

    Less: Opening balance of cash 378,820,707.08 417,975,515.87

    Add: closing balance of cash equivalents

    Less: Opening balance of cash equivalents

    Net increase in cash and cash equivalents 423,397,298.23 -99,572,929.34Note 9: Relationship of related parties and associated transactions

    (I) Related parties with controlling relationship

    Name of enterprise Registered

    address

    Main business Relationship

    with the

    Company

    Nature of

    enterprise

    Legal

    representative

    Code of

    organization

    Changchai Wanzhou Diesel

    Engine Co., Ltd. (Changwan)

    No. 1101,

    Xiamen

    Road,

    Wanzhou,

    Chongqing

    Production and sales of

    diesel engine

    Shareholding

    subsidiary

    Limited

    liabilities

    Company

    Yin Lihou

    20793370-5

    Changzhou Changchai Benniu

    Diesel Engine Fittings Co., Ltd.

    (Benniu)

    Nanguan

    Village,

    Benniu

    Town, Wujin

    Production and sales of

    diesel engine fittings

    Shareholding

    subsidiary

    Limited

    liabilities

    Company

    Qiang

    Jinlong

    25083232-8

    Nanjing Changli Agricultural

    Machinery Fittings Co., Ltd.

    Economy

    Development

    Zone of

    Lishui

    County,

    Nanjing

    Agricultural

    mechanization

    production,

    electromechanical

    product, spare parts

    and maintenance

    service

    Wholly-owned

    subsidiary

    Limited

    liabilities

    Company

    Xue Guojun

    66065240-X

    State-owned Assets Supervision

    and Administration Commission

    of Changzhou Municipal

    Government

    Actual

    controller

    Note: As at 30 Jun. 2009, State-owned Assets Supervision and Administration Commission of

    Changzhou Municipal Government holds 31.43% equities of the Company (state-owned equity),

    which is actual controller.

    (II) The registered capital of the aforesaid related parties with controlling relationships and

    its change

    Name of related parties 2008-12-31

    Increase for the

    current period

    Decrease for the

    current period 2009-6-30

    State-owned Assets Supervision

    and Administration Commission of

    Changzhou Municipal

    Government

    Changchai Wanzhou Diesel

    Engine Co., Ltd. (Changwan) 35,000,000 35,000,000

    Changzhou Changchai Benniu

    Diesel Engine Fittings Co., Ltd.

    (Benniu)

    33,786,400 33,786,400Nanjing Changli Agricultural

    Machinery Fittings Co., Ltd. 5,000,000 5,000,000

    (III) The shares or equity held by the related parties with controlling relationships and its

    changes

    2008-12-31 Increase/decrease for

    the current period 2009-6-30

    Name of related parties

    Amount Percentage

    % Amount Percent

    age % Amount Percentage

    %

    State-owned Assets Supervision and

    Administration Commission of

    Changzhou Municipal Government

    117,631,824 31.43 117,631,824 31.43

    Changchai Wanzhou Diesel Engine

    Co., Ltd. (Changwan)

    21,000,000 60 21,000,000 60

    Changzhou Changchai Benniu Diesel

    Engine Fittings Co., Ltd. (Benniu)

    25,339,800 75 25,339,800 75

    Nanjing Changli Agricultural

    Machinery Fittings Co., Ltd.

    5,000,000 100 5,000,000 100

    (IV) Nature of related parties without controlling relationships

    Related parties Relationship with the Company

    Fuji Changchai Robin Diesel Engine Co., Ltd. Affiliated company of the Company

    Note 10: Contingent events

    (I) Lawsuits and arbitration in the reporting period

    Names of defendants Date of accepting &

    hearing

    Names of lawsuits &

    arbitration organs

    Involved sum

    (RMB’0000)

    Remarks

    Pending lawsuits carried down to the report period from the previous periods

    1. Nanjing Jinwa

    Share-holding Co., Ltd.

    9 Jul. 2002 Changzhou Intermediate

    People’s Court

    1,419.00 Under execution

    2. Shandong Hongli Group

    Co., Ltd.

    27 Jun. 2001 Changzhou Intermediate

    People’s Court

    1,436.00 During bankruptcy

    liquidation

    3. Shandong Shuangli

    Group Co., Ltd.

    Jan. 2006 The 1st Intermediate

    People’s Court of Beijing

    2,746.04

    Total 6,094.10

    Notes on the progress of the cases:

    1. About the lawsuit case of Nanjing Jinwa Share-holding Co., Ltd.: The Company has signed a

    settlement agreement where Lishui County Public-owned Assets Operation Co., Ltd. shall pay

    the debt of RMB 14.19 million owed by Nanjing Jinwa Share-holding Co., Ltd. with 80 mu of

    land. And the agreement is currently in the course of execution.2. About the lawsuit case of Shandong Hongli Group Co., Ltd.: The accused company owed

    accumulatively RMB 14.36 million to the Company. The Company sued to Changzhou

    Intermediate People’s Court in 2001 and sued for compulsory execution in April, 2002. Currently,

    the defendant has started the procedure of bankruptcy.

    3. The lawsuit case on the guarantee loan of Shangdong Shuangli Group Co., Ltd. was disclosed

    in the 2006 Annual Report of the Company. Owing to the poor management of Shuangli Group,

    Shangdong Liaocheng Intermediate People’s Court declared that Shuangli Group entered the

    bankruptcy and debt repayment procedure. The Company applied to the bankruptcy liquidation

    group of Shuangli Group for its privileged mortgage debt of RMB 27,460,400. The Company

    actively exercised the land use right involving 93454.43 ㎡ of land provided by Shuangli Group

    as a counter-guarantee for paying the debt. As at 30 June 2009, the Company has recalled RMB

    19.8 million, and the balance of RMB 7,660,400 is in recovery.

    (II) Guarantee

    In the reporting period, the Company provided a loan guarantee of RMB 14.50 million for its

    controlling subsidiary—Changchai Benniu Diesel Engine Fittings Co., Ltd.. Of which, the

    guarantee period for RMB 9.50 million is from 29 Oct. 2008 to 29 Oct. 2009, while guarantee

    period for the other amount of RMB 5 million is from 31 Oct. 2008 to 31 Oct. 2009.

    Note 11: Non-adjusting events after balance sheet date

    On 10 Aug. 2009, the Company held the 16th meeting of the 5th Board of Directors, in which the

    profit distribution plan (bonus shares shall be allocated to all shareholders at the rate 5 for 10 and

    cash dividends of RMB 0.80 shall be distributed for every 10 shares (tax included) to all

    shareholders) was proposed. Such proposal shall be submitted to the 2nd Extraordinary

    Shareholders’ General Meeting 2009 for review.

    Note 12 Commitment events

    As at 30 Jun. 2009, there was no commitment event that needed to make explanation from the

    Company.

    Note 13 Return on equity (ROE) and earnings per share (EPS)

    1)ROE and EPS

    Jan.-Jun. 2009 Jan.-Jun. 2008

    ROE(%) Profit as of EPS(RMB Yuan) ROE(%) EPS(RMB Yuan)

    reporting period

    Fully

    diluted

    Weighted

    average

    Basic

    EPS

    Diluted

    EPS

    Fully

    diluted

    Weighted

    average

    Basic

    EPS

    Diluted

    EPS

    Net profit

    attributed to the

    ordinary

    shareholders of

    12.06 13.86 0.50 0.50 0.29 0.31 0.011 0.011the Company

    Net profit

    attributed to the

    ordinary

    shareholders of

    the Company

    after deducting

    non-recurring

    profits and losses

    3.86 4.43 0.16 0.16 0.44 0.48 0.016 0.016

    (1) The numerator shall be the current net profit attributed to the ordinary shareholders of the

    Company when calculating earnings per share

    Jan.-Jun. 2009 Jan.-Jun. 2008

    The current net profit

    attributed to the ordinary

    shareholders

    188,720,466.26 3,958,454.06

    Total 188,720,466.26 3,958,454.06

    (2) The denominator shall be the weighted average number of common shares outstanding when

    calculating basic EPS, the process of measurement was as follows:

    Jan.-Jun. 2009 Jan.-Jun. 2008

    Number of common shares outstanding at the

    year-begin

    374,249,551.00

    374,249,551.00

    Add: weighted average number of common

    shares issued in the reporting period

    Less: weighted number of repurchase of

    common shares in the reporting period

    Number of common shares outstanding at the

    year-end

    374,249,551.00 374,249,551.00

    (3) The denominator shall be the weighted average number of common shares outstanding when

    calculating diluted EPS, the process of measurement was as follows:

    Jan.-Jun. 2009 Jan.-Jun. 2008

    the weighted average number of ordinary

    shares in calculating the basic earnings per

    share

    374,249,551.00

    374,249,551.00

    Add: weighted average of common share

    increasing on supposing that the diluted

    potential ordinary shares convert into

    ordinary shares already issued

    the weighted average number of ordinary

    shares in calculating the diluted earnings per

    share

    Total 374,249,551.00374,249,551.00

    2)Extraordinary gains and losses

    Items Jan.-Jun. 2009 Jan.-Jun. 2008

    Gains and losses from disposal of non-current assets 155,696,100.51 1,556,024.23

    Government subsidies recorded into gains and losses in

    current period

    1,861,756.76

    Gains and losses from changes of fair value of

    transaction financial assets and transaction financial

    liabilities, and investment income from disposal of

    transaction financial assets, transaction financial

    liabilities and financial assets available for sale

    14,709,375.00

    Net non-operating income and expenses -1,800,756.38 -3,675,714.17

    Total 170,466,475.89 -2,119,689.94

    Less: Impact on income tax 42,105,897.01

    Total 128,360,578.88 -2,119,689.94VIII. Documents Available for Reference

    The following documents are available for reference:

    1. Text of 2009 Semi-Annual Report carrying the signature of Chairman of the

    Board;

    2. Accounting statements carrying the signatures and seals of the person-in-charge of

    the Company, the person-in-charge of accounting and the person-in-charge of the

    accounting agency;

    3. Originals of all the Company’s documents and public notices ever disclosed on

    Securities Times and Ta Kung Pao designated by CSRC in the report period;

    4. Articles of Association of the Company.

    The aforesaid documents for reference are readily available in the Secretariat of the

    Board of Directors of the Company.

    This Semi-Annual Report was prepared both in Chinese and English. Should there

    be any difference in interpretation of the two versions, the Chinese version shall

    prevail.

    Board of Directors

    Changchai Company, Limited

    12 Aug. 2009