CHANGCHAI COMPANY, LIMITED THE FIRST QUARTERLY REPORT FOR YEAR 2012 §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 Director Xue Guojun was not present at the board session for reviewing this quarterly report due to business reasons and entrusted Director He Jianguang to vote on his behalf. 1.3 The first quarterly financial report for 2012 has not been audited by an accounting firm. 1.4 Person in charge of the Company Mr. Xue Guojun, person in charge of the accounting Mr. He Jianguang and person in charge of the accounting organization Mr. Jiang He hereby confirm that the Financial Report enclosed in the Quarterly Report is true and complete. English Translation for Reference Only. Should there be any discrepancy between the two versions, the Chinese version shall prevail. §2 Company Profile 2.1 Main accounting data and financial indicators Unit: RMB 31 Mar. 2012 31 Dec. 2011 Increase/decrease (%) Total assets 3,017,128,191.00 2,870,088,394.73 5.12% Equity attributable to owners of 1,818,209,931.26 1,742,701,667.71 4.33% the Company Share capital 561,374,326.00 561,374,326.00 0.00% Net assets per share attributable 3.24 3.10 4.52% to owners of the Company Jan.-Mar. 2012 Jan.-Mar. 2011 Increase/decrease (%) Total sales 845,226,165.76 937,452,656.78 -9.84% Net profit attributable to owners 13,475,393.55 25,251,344.61 -46.63% of the Company Net cash flow arising from 77,207,351.21 -19,733,974.68 —— operating activities Net cash flow per share arising 0.14 -0.04 —— from operating activities Basic earnings per share 0.03 0.04 -25.00% Diluted earnings per share 0.03 0.04 -25.00% Return on equity (%) 0.76 1.22 -0.46 Return on equity after deducting 0.83 1.30 -0.47 extraordinary gains and losses (%) Amount from the Items of extraordinary gains and losses year-begin to the end of the reporting period Net non-operating incomes and expenses -186,779.33 Impact on income tax -1,067,001.09 Total -1,253,780.42 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 of the reporting 94,607 period Shares held by the top ten tradable share holders Number of tradable Name of shareholder Type of share shares held 1. State-owned Assets Supervision & Management Committee of Changzhou Municipal People's 168,497,736 Renminbi ordinary shares Government Domestically listed foreign 2. Li Tao 838,391 share Domestically listed foreign 3. Sinoauto Company, Ltd. 820,000 share 4. Feng Yan 796,550 Renminbi ordinary shares 5. Ying Juping 745,300 Renminbi ordinary shares Domestically listed foreign 6. Ma Zeqi 712,500 share 7. Shenzhen Huarong Century Investment Co., Ltd. 692,921 Renminbi ordinary shares 8. Zhu Yixuan 637,888 Renminbi ordinary shares Domestically listed foreign 9. Guotai Junan Securities (Hong Kong) Limited 616,450 shares 10. Zhu Shuanglian 585,715 Renminbi ordinary 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. Accounts receivable were up 33.19% 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. 2. Inventories were down 20.85 % as compared to the beginning of the year, which was mainly some stock products prepared by the Company at the year-begin were sold in the reporting period. 3.Investment income increased RMB8,785,819.08 over the last period, mainly because the cash dividends from the equities of Foton Motor held by the Company increased RMB 8,670,000.00. 4. Net profit was down 46.63% from a year earlier, which was mainly because market competition was fierce, selling prices dropped and labor cost rose. 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 reporting 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 Initial Proportion of Gains/losses in Type of Securities Short form investment Holding Book value in total securities No. the reporting securities code of securities amount number period-end in period-end period (Yuan) (%) LONGi 1 Stock 601012 21,000.00 1000 21,000.00 29.16% 0.00 Stock Stock YuXing 2 300305 42,000.00 1000 35,360.00 49.10% -6,640.00 Stock 3 Stock 300307 Cixing Stock 17,500.00 500 15,650.00 21.73% -1,850.00 Other securities investments held at the 0.00 - 0.00 0.00% 0.00 period-end Securities investment gain/loss sold out in the - - - - 37,505.03 period Total 80,500.00 - 72,010.00 100% 29,015.03 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 reporting in the reporting shares amount this calculation period period company Exchange Financial ass assets of 600166 Foton Motor 41,784,000.00 3.42% 492,745,000.00 0 72,972,500.00 ets available Changcha for sale i Group in 1999 Financial ass Agreeme Ninghu 600377 90,500.00 293,000.00 0 8,500.00 ets available nt Expressway for sale transfer Total 41,874,500.00 493,038,000.00 0 72,981,000.00 3.5.5 Equity of non-listed financial enterprises held by the Company √Applicable □Inapplicable Unit: RMB Yuan Equity Change in the Profit and Initial proportion Book value at owners’ Subject for Number of loss in the Source of Name investment in that of the equity in the accounting shares held reporting shares amount this period-end reporting calculation period company period 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 contracts in the reporting period □Applicable √Inapplicable 3.5.7 Particulars about reception of researches, communications and interviews in the reporting period √Applicable □Inapplicable Main discussion and the materials Time Place Way of reception Visitor provided by the Company The main operation status of the 23 Feb. 2012 The Company By telephone Individual investor Company 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. 2012 Unit: RMB Yuan Closing balance Opening balance Items Consolidation The Company Consolidation The Company Current Assets: Monetary funds 572,027,349.28 553,195,085.90 553,742,666.81 523,688,773.83 Settlement reserves Lendings to banks and other financial institutions Transactional financial assets 72,010.00 Notes receivable 172,195,635.73 164,035,635.73 181,698,938.60 176,278,938.60 Accounts receivable 480,613,268.93 444,489,652.89 360,837,278.55 325,793,527.31 Accounts paid in advance 36,678,225.41 33,430,300.75 42,882,876.51 20,811,380.78 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable 8,670,000.00 8,670,000.00 Other accounts receivable 23,548,692.30 11,011,242.38 11,062,647.69 9,201,636.94 Financial assets purchased under agreements to resell Inventories 372,851,989.45 306,376,679.76 471,067,741.38 401,674,909.70 Non-current assets due within 1 year Other current assets 422,560.36 Total current assets 1,667,079,731.46 1,521,208,597.41 1,621,292,149.54 1,457,449,167.16 Non-current assets: Entrusted loans and advances granted Available-for-sale financial 493,038,000.00 493,038,000.00 420,057,000.00 420,057,000.00 assets Held-to-maturity investments Long-term accounts receivable Long-term equity investment 63,763,414.34 134,181,654.34 63,763,414.34 134,181,654.34 Investing property 65,562,308.03 65,562,308.03 66,114,393.23 66,114,393.23 Fixed assets 433,120,669.90 380,712,304.24 428,903,574.63 376,208,390.40 Construction in progress 205,890,148.21 170,795,342.49 180,718,077.33 161,315,910.30 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 87,761,211.74 85,606,042.73 88,327,078.34 86,157,776.66 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 912,707.32 912,707.32 912,707.32 912,707.32 Other non-current assets Total of non-current assets 1,350,048,459.54 1,330,808,359.15 1,248,796,245.19 1,244,947,832.25 Total assets 3,017,128,191.00 2,852,016,956.56 2,870,088,394.73 2,702,396,999.41 Current liabilities: Short-term borrowings 37,000,000.00 37,000,000.00 Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Borrowings from banks and other financial institutions Transactional financial liabilities Notes payable 313,821,904.00 313,821,904.00 278,080,000.00 271,080,000.00 Accounts payable 550,482,874.51 495,478,822.69 495,048,237.44 441,996,929.38 Accounts received in advance 67,222,593.32 67,048,711.44 64,357,833.51 64,183,951.63 Financial assets sold for repurchase Handling charges and commissions payable Employee’s compensation 13,239,674.13 9,896,931.78 45,290,276.02 40,157,951.71 payable Tax payable -50,124,274.03 -44,629,878.91 -61,296,208.84 -56,938,401.59 Interest payable Dividend payable 3,891,433.83 3,243,179.97 3,891,433.83 3,243,179.97 Other accounts payable 145,552,037.25 138,795,339.51 128,410,363.38 125,268,578.76 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Non-current liabilities due 30,000,000.00 30,000,000.00 within 1 year Other current liabilities 1,456,783.78 1,203,137.39 Total current liabilities 1,082,543,026.79 983,655,010.48 1,021,985,072.73 918,992,189.86 Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities 67,674,525.00 67,674,525.00 56,727,375.00 56,727,375.00 Other non-current liabilities 34,374,420.07 34,374,420.07 34,962,420.07 34,962,420.07 Total non-current liabilities 102,048,945.07 102,048,945.07 91,689,795.07 91,689,795.07 Total liabilities 1,184,591,971.86 1,085,703,955.55 1,113,674,867.80 1,010,681,984.93 Owners’ equity (or shareholders’ equity) Paid-up capital (or share 561,374,326.00 561,374,326.00 561,374,326.00 561,374,326.00 capital) Capital reserves 556,854,098.76 566,533,284.95 494,820,248.76 504,499,434.95 Less: Treasury stock Specific reserves Surplus reserves 277,156,622.37 277,156,622.37 277,156,622.37 277,156,622.37 Provisions for general risks Retained profits 422,843,704.13 361,248,767.69 409,368,310.58 348,684,631.16 Foreign exchange difference -18,820.00 -17,840.00 Total equity attributable to owners 1,818,209,931.26 1,766,313,001.01 1,742,701,667.71 1,691,715,014.48 of the Company Minority interests 14,326,287.88 13,711,859.22 Total owners’ equity 1,832,536,219.14 1,766,313,001.01 1,756,413,526.93 1,691,715,014.48 Total liabilities and owners’ 3,017,128,191.00 2,852,016,956.56 2,870,088,394.73 2,702,396,999.41 equity 4.2 Income statement Prepared by Changchai Company, Limited Jan.-Mar. 2012 Unit: RMB Yuan Jan.-Mar. 2012 Jan.-Mar. 2011 Items Consolidation The Company Consolidation The Company I. Total operating revenues 845,226,165.76 842,829,033.77 937,452,656.78 935,811,105.37 Including: Sales income 845,226,165.76 842,829,033.77 937,452,656.78 935,811,105.37 Interest income Premium income Handling charge and commission income II. Total operating cost 838,659,814.86 837,918,967.42 910,235,205.60 911,924,272.30 Including: Cost of sales 785,328,293.06 791,692,366.50 863,987,349.78 871,895,714.02 Interest expenses Handling charge and commission expenses Surrenders Net claims paid Net amount withdrawn for the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate 101,423.38 123,083.63 charges Selling and distribution 30,761,683.30 28,860,823.62 26,018,546.70 24,201,143.13 expenses Administrative expenses 25,640,802.83 21,209,113.45 23,670,579.24 19,578,339.85 Financial expenses -3,172,387.71 -3,843,336.15 -3,564,353.75 -3,750,924.70 Asset impairment loss Add: Gain/(loss) from change in -8,567.35 -817.06 fair value (“-” means loss) Gain/(loss) from investment 8,785,819.08 8,670,000.00 (“-” means loss) Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means 15,343,602.63 13,580,066.35 27,216,634.12 23,886,833.07 loss) Add: non-operating income 1,119,939.68 947,989.76 4,275,466.78 4,194,331.81 Less: non-operating expense 1,306,719.01 1,276,719.01 1,410,715.94 1,410,715.94 Including: loss from non-current asset disposal IV. Total profit (“-” means loss) 15,156,823.30 13,251,337.10 30,081,384.96 26,670,448.94 Less: Income tax expense 1,067,001.09 687,200.57 4,474,229.06 4,032,161.55 V. Net profit (“-” means loss) 14,089,822.21 12,564,136.53 25,607,155.90 22,638,287.39 Attributable to owners of the 13,475,393.55 12,564,136.53 25,251,344.61 22,638,287.39 Company Minority shareholders’ 614,428.66 355,811.29 income VI. Earnings per share (I) basic earnings per share 0.03 0.04 (II) diluted earnings per 0.03 0.04 share Ⅶ. Other comprehensive incomes 62,032,870.00 62,033,850.00 -30,395,362.50 -30,395,362.50 Ⅷ. Total comprehensive incomes 76,122,692.21 74,597,986.53 -4,788,206.60 -7,757,075.11 Attributable to owners of the 75,508,263.55 74,597,986.53 -5,144,017.89 -7,757,075.11 Company Attributable to minority 614,428.66 355,811.29 shareholders Where there were business combinations under the same control in the reporting period, the combined parties achieved net profits of RMB 0.00 before the combinations. 4.3 Cash flow statement Prepared by Changchai Company, Limited Jan.-Mar. 2012 Unit: RMB Yuan Jan.-Mar. 2012 Jan.-Mar. 2011 Items Consolidation The Company Consolidation The Company I. Cash flows from operating activities: Cash received from sale of commodities and rendering of 845,225,915.69 844,475,915.69 905,918,631.13 892,819,743.15 service Net increase of deposits from customers and dues from banks Net increase of loans from the central bank Net increase of funds borrowed from other financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business Net increase of deposits of policy holders and investment fund Net increase of disposal of tradable financial assets Cash received from interest, handling charges and commissions Net increase of borrowings from banks and other financial institutions Net increase of funds in repurchase business Tax refunds received 15,775,618.36 15,775,618.36 13,395,285.48 12,528,363.39 Other cash received relating to 2,363,212.23 2,051,729.67 4,586,628.61 4,413,866.71 operating activities Subtotal of cash inflows from 863,364,746.28 862,303,263.72 923,900,545.22 909,761,973.25 operating activities Cash paid for goods and 682,484,772.40 700,908,747.50 830,906,780.11 833,868,581.87 services Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from banks Cash for paying claims of the original insurance contracts Cash for paying interest, handling charges and commissions Cash for paying policy dividends Cash paid to and for employees 81,527,551.32 72,236,290.78 79,699,240.28 71,993,716.17 Various taxes paid 4,945,592.94 2,556,110.95 12,726,576.51 10,141,395.44 Other cash payment relating to 17,199,478.41 13,704,182.68 20,301,923.00 18,240,244.85 operating activities Subtotal of cash outflows from 786,157,395.07 789,405,331.91 943,634,519.90 934,243,938.33 operating activities Net cash flows from operating 77,207,351.21 72,897,931.81 -19,733,974.68 -24,481,965.08 activities II. Cash flows from investing activities: Cash received from disposal of 9,301,144.39 investments Cash received from return on 115,819.08 investments Net cash received from disposal of fixed assets, intangible assets 20,140,600.00 20,094,600.00 and other long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating 79,460.42 to investing activities Subtotal of cash inflows 9,416,963.47 20,220,060.42 20,094,600.00 from investing activities Cash paid to acquire fixed assets, intangible assets and other 30,348,254.84 25,596,039.83 30,949,337.15 22,406,549.11 long-term assets Cash paid for investment 9,381,644.39 Net increase of pledged loans Net cash paid to acquire subsidiaries and other business units Other cash payments relating to 10,000,000.00 investing activities Subtotal of cash outflows from 49,729,899.23 25,596,039.83 30,949,337.15 22,406,549.11 investing activities Net cash flows from investing -40,312,935.76 -25,596,039.83 -10,729,276.73 -2,311,949.11 activities III. Cash Flows from Financing Activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from 20,000,000.00 6,500,000.00 borrowings Cash received from issuance of bonds Other cash received relating to 22,003.10 financing activities Subtotal of cash inflows from 20,000,000.00 6,522,003.10 0.00 financing activities Repayment of borrowings 50,000,000.00 30,000,000.00 6,500,000.00 Cash paid for interest expenses and distribution of 959,773.07 146,600.00 891,542.39 272,706.10 dividends or profit Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to financing activities Sub-total of cash outflows from 50,959,773.07 30,146,600.00 7,391,542.39 272,706.10 financing activities Net cash flows from financing -30,959,773.07 -30,146,600.00 -869,539.29 -272,706.10 activities IV. Effect of foreign exchange rate changes on cash and cash -980.00 equivalents V. Net increase in cash and cash 5,933,662.38 17,155,291.98 -31,332,790.70 -27,066,620.29 equivalents Add: Cash and cash 470,293,043.20 440,239,150.22 763,106,649.01 727,580,790.13 equivalents at the period-begin VI. Cash and cash equivalents at 476,226,705.58 457,394,442.20 731,773,858.31 700,514,169.84 the period-end 4.4 Auditor’s report Auditor’s opinion: un-audited