CHANGCHAI COMPANY, LIMITED THE FIRST QUARTERLY REPORT FOR YEAR 2011 §1 Important Notice 1.1 The Board of Directors, the Supervisory Committee, 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 all information set forth herein are true, accurate and complete. 1.2 None of the directors, supervisors, senior management staffs demonstrated uncertainty or disagreement about the truthfulness, accuracy, and completeness of this quarterly report. 1.3 All directors attended the board meeting in person except the following director. Name Title Reason Name of consigner Shen ningwu Independent Director On business trip Cao huiming 1.4 The first quarterly financial report has not been audited. 1.5 Person in charge of the Company Mr. Xue guojun, person in charge of the accounting Mr. He Jianguang and person in charge of accounting organizations Mr. Jiang He hereby confirm that the Financial Report enclosed in the Quarterly Report is true and complete. §2 Company Profile 2.1 Main accounting data and financial indicators Unit: RMB Increase/decrease As at 31 Mar. 2010 As at 31 Dec. 2009 (%) Total assets 3,399,879,946.81 3,422,525,753.79 -0.66 Owners’ equity (shareholders’ 2,073,500,110.75 2,078,644,128.64 -0.25 equity) Share capital 561,374,326.00 561,374,326.00 0.00 Net assets per share 3.69 3.70 -0.27 Increase/decrease Jan.-Mar. 2010 Jan.-Mar. 2009 (%) Total sales 937,452,656.78 769,300,023.37 21.86 Net profit 25,251,344.61 39,894,552.73 -36.70 Net cash flow arising from -19,733,974.68 -4,050,892.81 —— operating activities Net cash flow per share arising -0.04 -0.01 —— from operating activities Basic earnings per share 0.04 0.07 -42.86% Diluted earnings per share 0.04 0.07 -42.86% Return on equity (%) 1.22 2.12 Down 0.90 Return on equity after deducting 1.30 2.54 Down 1.24 extraordinary gains and losses(%) Items of extraordinary gains and losses Unit: RMB Amount from the year-begin to Items of extraordinary gains and losses the end of reporting period Net non-operating income and expenses 2,864,750.84 Impact on income tax -4,474,229.06 Total -1,609,478.22 2.2 Total number of shareholders as at the end of reporting period and shares held by the top ten shareholders not subject to trading moratorium Unit: Share Total shareholders at the end 100,051 of report period Shares held by the top ten tradable shareholders Number of shares not Name of shareholder (full name) subject to trading Type of share moratorium 1. State-owned Assets Supervision & Management Committee of Changzhou 168,497,736 Renminbi Ordinary Shares Municipal People's Government 2 、 LIM CHN MSTR FD SPC LTD-ABSOLUTE RETURN 1,358,800 Domestically listed foreign share SEGREGATED PORT 3、Xu Jing 960,710 Renminbi Ordinary Shares 4、NORGES BANK 898,350 Domestically listed foreign shares 5 、 LIM ASIA MULTI-STRATEGY 853,400 Domestically listed foreign shares FUND INC 6、Li Tao 838,391 Domestically listed foreign shares 7、Sinoauto Company,Ltd. 820,000 Domestically listed foreign shares 8、Shenzhen Huarong Century Investment 789,811 Renminbi Ordinary Shares Co., Ltd. 9、Ma Ze Qi 712,500 Domestically listed foreign shares 10、Zhen Hen 702,604 Domestically listed foreign shares §3 Significant Events 3.1 Particular about large-margin change of main accounting statement item and financial index and its reason √Applicable □Inapplicable 1. Notes receivable were down 32.14% as compared to the beginning of the year, which was mainly because the Company adopted acceptance bills more often in its payment for material purchases in the reporting period. 2. Accounts receivable were up 44.67% as compared to the beginning of the year, which was mainly because the Company properly extended credit to customers according to relevant agreements and plans in the reporting period so as to attract more customers. 3. Administrative expense was down 47.23% from a year earlier, which was mainly because the Company enhanced internal management and strictly controlled its expenses in the reporting period. 4. Financial expense was down from a year earlier, which was mainly because the Company advanced some payments and received relevant rebates. 5. Net profit was down 36.70% from a year earlier, which was mainly because the Company’s gross profit rate decreased as a result of the price rise of raw and auxiliary materials purchased in the reporting period. 3.2 The progress and influence of significant events and the analysis and explanation on resolving proposal □Applicable √Inapplicable 3.3 The fulfillment of the commitment made by the Company, shareholders and the actual controller □Applicable √Inapplicable 3.4 Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next report period compared with the same period of the last year according to prediction, as well as explanations on the reasons □Applicable √Inapplicable 3.5 Other significant events that need to be explained 3.5.1 Whether there is the capital provided by the Company to the controlling shareholders or other related parties, or external guarantee in violation of established procedure □Applicable √Inapplicable 3.5.2 Plan to the Share Holdings proposed or implemented by the shareholders holding over 30% equities of the Company in the reporting period □Applicable √Inapplicable 3.5.3 Securities investment √Applicable □Inapplicable Unit: RMB Yuan Type of Securities Short form Initial Holding Book value in Proportion of Gains/losses in No. securities code of securities investment number period-end total securities the report period amount in period-end (Yuan) (%) Shengjingsh 1 Stock 002525 17,100.00 500 17,100.00 7.88% 0.00 anhe Dongfeng 2 Fund A00007 200,000.00 200,000 199,977.05 92.12 -817.06 No.6 Other securities investments held in period-end 0.00 - 0.00 0.00% 0.00 Securities investment gain/loss sold out in the - - - - 83,936.46 period Total 217,100.00 - 217,077.05 100% 83,119.40 3.5.4 Equity of other listed companies held by the Company √Applicable □Inapplicable Unit: RMB Yuan Equity Profit and Change in the Initial proportion Subject for Short form of Book value at loss in the owners’ equity Source of Stock code investment in that of accounting stock the period-end report in the report shares amount this calculation period period company Exchange Financial ass assets of 600166 Foton Motor 41,784,000.00 3.42% 841,351,250.00 0 -35,763,750.00 ets available Changcha for sale i Group in 1999 Financial ass Agreeme Ninghu 600377 90,500.00 336,500.00 0 4,500.00 ets available nt Expressway for sale transfer Total 41,874,500.00 841,687,750.00 0 -35,759,250.00 3.5.5Equity of non-listed financial enterprises held by the Company √Applicable □Inapplicable Unit: RMB Yuan Equity Profit and Change in the Initial proportion Book value at Subject for Number of loss in the owners’ Source of Name investment in that of the accounting shares held report equity in the shares amount this period-end calculation period report period company long-term Bank of sponsor 38,000,000.00 38,000,000 0.48% 38,000,000.00 0.00 0.00 equity Jiangsu shares investment Total 38,000,000.00 38,000,000 - 38,000,000.00 0.00 0.00 - - 3.5.6 Significant Contract in the reporting period □Applicable √Inapplicable 3.5.7 Particulars about reception of researches, communications and interviews in the report period □Applicable √Inapplicable 3.6 Investment on derivative products □Applicable √Inapplicable 3.6.1 Quantity of invested derivative products at the period-end □Applicable √Inapplicable § 4 Attachments 4.1 Balance Sheet Prepared by Changchai Company, Limited 31 Mar. 2011 Unit: RMB Yuan Closing balance Opening balance Items Consolidation The Company Consolidation The Company Current assets: Monetary funds 731,773,858.31 700,514,169.84 763,106,649.01 727,580,790.13 Settlement fund reserve Outgoing call loans Transactional financial assets 217,077.05 292,091.61 Notes receivable 96,607,228.19 87,637,228.19 142,352,378.25 142,018,290.85 Accounts receivable 551,704,681.66 508,937,533.50 381,350,829.22 338,138,200.12 Accounts paid in advance 41,334,999.29 33,406,821.30 26,774,287.46 26,207,238.46 Premium receivables Receivables from reinsurers Reinsurance contract reserve receivables Interest receivable Dividend receivable Other accounts receivable 26,719,473.39 14,833,083.37 26,169,152.47 14,379,561.94 Financial assets purchased under agreements to resell Inventories 316,106,587.00 247,480,852.44 421,623,254.40 360,914,154.92 Non-current assets due within 1 year Other current assets 185,355.64 Total current assets 1,764,649,260.53 1,592,809,688.64 1,761,668,642.42 1,609,238,236.42 Non-current assets: Loans and advances Available-for-sale financial 841,687,750.00 841,687,750.00 877,447,000.00 877,447,000.00 assets Held-to-maturity investments Long-term accounts receivable Long-term equity 63,007,887.47 139,347,687.47 63,007,887.47 139,347,687.47 investment Investing property 67,770,648.83 67,770,648.83 68,322,734.03 68,322,734.03 Fixed assets 438,768,400.79 383,020,744.74 426,833,093.03 371,065,554.46 Construction in process 125,188,527.58 125,132,965.07 125,825,846.40 125,772,036.03 Engineering materials Fixed asset disposal Bearer biological assets Oil and gas assets Intangible assets 97,882,585.94 95,669,578.45 98,495,664.77 96,270,212.38 Development expense Goodwill Long-term expense to be apportioned Deferred income tax assets 924,885.67 924,885.67 924,885.67 924,885.67 Other non-current assets Total of non-current assets 1,635,230,686.28 1,653,554,260.23 1,660,857,111.37 1,679,150,110.04 Total assets 3,399,879,946.81 3,246,363,948.87 3,422,525,753.79 3,288,388,346.46 Current liabilities: Short-term borrowings 26,000,000.00 26,000,000.00 Borrowings from Central Bank Deposits and due to banks and other financial institutions Placements from banks and other financial institutions Transactional financial liabilities Notes payable 277,878,800.00 263,840,000.00 281,272,700.00 268,580,000.00 Accounts payable 527,426,375.06 483,589,228.19 561,406,743.51 525,392,317.83 Accounts received in 90,628,532.23 87,849,980.48 97,326,286.93 97,179,884.05 advance Financial assets sold under agreements to repurchase Handling charges and commissions payable Employee’s compensation 26,858,866.89 21,669,288.04 51,491,411.51 46,464,096.56 payable Tax payable -4,286,075.36 -1,268,748.46 -18,752,267.69 -15,988,487.82 Interest payable dividend payable 3,891,433.83 3,243,179.97 3,891,433.83 3,243,179.97 Other accounts payable 156,519,581.99 149,384,624.93 136,395,687.65 132,339,997.54 Due to reinsurers Insurance contract reserve Payables for acting trading securities Payables for acting underwriting securities Non-current liabilities due within 1 year Other current liabilities 2,654,876.74 1,034,108.52 Total current liabilities 1,107,572,391.38 1,008,307,553.15 1,140,066,104.26 1,057,210,988.13 Non-current liabilities: Long-term borrowings 30,000,000.00 30,000,000.00 30,000,000.00 30,000,000.00 Debentures payable Long-term payables Specific payables Provisions for contingent liabilities Deferred income tax 119,971,987.50 119,971,987.50 125,335,875.00 125,335,875.00 liabilities Other non-current liabilities 56,185,416.63 56,185,416.63 36,185,416.63 36,185,416.63 Total non-current liabilities 206,157,404.13 206,157,404.13 191,521,291.63 191,521,291.63 Total liabilities 1,313,729,795.51 1,214,464,957.28 1,331,587,395.89 1,248,732,279.76 Owner’s equity (or shareholders’ equity) Paid-in capital (or share 561,374,326.00 561,374,326.00 561,374,326.00 561,374,326.00 capital) Capital reserve 853,206,386.26 862,885,572.45 883,601,748.76 893,280,934.95 Less: Treasury Stock Specific reserve Surplus reserve 273,072,577.59 273,072,577.59 273,072,577.59 273,072,577.59 General risk provision Retained earnings 385,846,820.90 334,566,515.55 360,595,476.29 311,928,228.16 Foreign exchange difference Total owners' equity 2,073,500,110.75 2,031,898,991.59 2,078,644,128.64 2,039,656,066.70 attributable to the Company Minority interests 12,650,040.55 12,294,229.26 Total owner’s equity 2,086,150,151.30 2,031,898,991.59 2,090,938,357.90 2,039,656,066.70 Total liabilities and owner’s 3,399,879,946.81 3,246,363,948.87 3,422,525,753.79 3,288,388,346.46 equity 4.2 Income Statement Prepared by Changchai Company, Limited Jan.-Mar. 2011 Unit: RMB Yuan Amount of this period Amount of last period Items Consolidation Parent company Consolidation Parent company I. Total sales 937,452,656.78 935,811,105.37 769,300,023.37 779,323,914.51 Including: Sales 937,452,656.78 935,811,105.37 769,300,023.37 779,323,914.51 Interests income Premium income Handling charges and commission income II. Total cost of sales 910,235,205.60 911,924,272.30 721,242,034.23 733,633,973.75 Including: Cost of sales 863,987,349.78 871,895,714.02 652,544,129.35 671,856,978.23 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 123,083.63 51,870.10 Selling and distribution 26,018,546.70 24,201,143.13 23,605,574.48 20,999,506.99 expenses Administrative expenses 23,670,579.24 19,578,339.85 44,857,602.26 41,361,204.77 Financial expense -3,564,353.75 -3,750,924.70 182,858.04 -583,716.24 Impairment loss Add: gain/(loss) from change -817.06 in fair value (“-” means loss) Gain/(loss) from investment 7,214.60 (“-” means loss) Including: income form investment on affiliated enterprise and jointly enterprise Foreign exchange difference (“-” means loss) III. Business profit (“-” 27,216,634.12 23,886,833.07 48,065,203.74 45,689,940.76 means loss) Add: non-business income 4,275,466.78 4,194,331.81 2,471,450.22 2,297,352.49 Less: non-business expense 1,410,715.94 1,410,715.94 2,010,269.15 1,939,353.55 Including: loss from non-current asset disposal IV. Total profit (“-” means 30,081,384.96 26,670,448.94 48,526,384.81 46,047,939.70 loss) Less: Tax expense 4,474,229.06 4,032,161.55 8,320,558.36 7,780,967.49 V. Net profit (“-” means 25,607,155.90 22,638,287.39 40,205,826.45 38,266,972.21 loss) Attributable to parent 25,251,344.61 22,638,287.39 39,894,552.73 38,266,972.21 company Minority interest 355,811.29 311,273.72 VI. Earnings per share (I) basic earnings per share 0.04 0.07 (II) diluted earnings per 0.04 0.07 share VII. Other consolidated income VIII. Total consolidated 25,607,155.90 22,638,287.39 40,205,826.45 38,266,972.21 income Total consolidated income attributable to owners of 25,251,344.61 22,638,287.39 39,894,552.73 38,266,972.21 parent company Total consolidated income attributable to minority 355,811.29 311,273.72 shareholders 4.3 Cash Flow Statement Prepared by Changchai Company, Limited Jan.- Mar. 2011 Unit: RMB Yuan Amount of this period Amount of last period Items Consolidation Parent company Consolidation Parent company 1. Cash flows for operating activities: Cash received from sales of 905,918,631.13 892,819,743.15 731,548,900.94 730,827,206.89 goods or rending of services 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 13,395,285.48 12,528,363.39 received Other cash received relating 4,586,628.61 4,413,866.71 4,264,889.64 4,126,789.34 to operating activities Sub-total of cash inflows 923,900,545.22 909,761,973.25 735,813,790.58 734,953,996.23 Cash paid for goods and 830,906,780.11 833,868,581.87 646,286,674.02 647,052,618.19 services 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 79,699,240.28 71,993,716.17 63,004,883.51 58,217,839.57 employees Tax and fare paid 12,726,576.51 10,141,395.44 11,548,555.19 10,141,395.44 Other cash paid relating to 20,301,923.00 18,240,244.85 19,024,570.67 18,554,580.67 operating activities Sub-total of cash outflows 943,634,519.90 934,243,938.33 739,864,683.39 733,966,433.87 Net cash flow from operating -19,733,974.68 -24,481,965.08 -4,050,892.81 987,562.36 activities 2. Cash Flows from Investment Activities: Cash received from return of investments Cash received from 7,214.60 investment income Net cash received from disposal of fixed assets, 20,140,600.00 20,094,600.00 745,280.23 745,280.23 intangible assets and other long-term assets Proceeds from sale of subsidiaries and other operating units Other cash received relating 79,460.42 to investment activities Sub-total of cash inflows 20,220,060.42 20,094,600.00 752,494.83 745,280.23 Cash paid for acquiring fixed assets, intangible assets and 30,949,337.15 22,406,549.11 32,890,003.49 32,355,504.48 other long-term assets Cash paid for acquiring 30,000,000.00 investments 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 30,949,337.15 22,406,549.11 32,890,003.49 62,355,504.48 Net cash flow from investing -10,729,276.73 -2,311,949.11 -32,137,508.66 -61,610,224.25 activities 3. Cash Flows from Financing Activities: Cash received from absorbing investment Including: Cash received from increase in minority interest Cash received from 6,500,000.00 35,000,000.00 30,000,000.00 borrowings Cash received from issuing debentures Other proceeds relating to 22,003.10 financing activities Sub-total of cash inflows 6,522,003.10 0.00 35,000,000.00 30,000,000.00 Cash paid for settling debt 6,500,000.00 5,000,000.00 Cash paid for distribution of dividends or profit or 891,542.39 272,706.10 1,654,970.64 1,229,231.61 reimbursing interest Including: dividends or profit paid to minority interest Other cash payments relating to financing activities Sub-total of cash outflows 7,391,542.39 272,706.10 6,654,970.64 1,229,231.61 Net cash flow from financing -869,539.29 -272,706.10 28,345,029.36 28,770,768.39 activities 4. Effect of foreign exchange rate changes 5. Increase in cash and cash -31,332,790.70 -27,066,620.29 -7,843,372.11 -31,851,893.50 equivalents Add : Cash and cash 763,106,649.01 727,580,790.13 770,721,154.44 732,773,854.30 equivalents at year-begin 6.Cash and cash equivalents 731,773,858.31 700,514,169.84 762,877,782.33 700,921,960.80 at the end of the year 4.4 Auditor’s report Audit opinion: Unaudited Board of Directors of Changchai Company, Limited Apr.22,2011