Short Form of the Stock: Su Changchai A, Su Changchai B Stock Code: 000570, 200570 Announcement No.: 2012-017 CHANGCHAI COMPANY, LIMITED SUMMARY OF THE SEMI-ANNUAL REPORT 2012 I. Important Notes The Board of Directors, the Supervisory Committee as well as Directors, Supervisors and Senior Executives of 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 factuality, accuracy and completeness of the contents of this report. No directors, supervisors or senior executives have declared uncertainty or disagreement about the truthfulness, accuracy and completeness of this report. Director He jianguang、Lu Jiangxiang、Zhu Jianming from the Board meeting due to some reasons, and respectively entrusted Director Shi Jianchun 、Xu Zhenping、Shen Ningwu to vote on his behalf. The financial statements for the first half of 2012 have not been audited by a CPAs firm. Mr. Xue Guojun, company principal, Mr. He Jianguang, head of the accounting work, and Mr. Jiang He, head of the accounting department (chief of accounting) hereby confirm that the financial statements enclosed in this report are true and complete. English Translation for Reference Only. Should there be any discrepancy between the two versions, the Chinese version shall prevail. II. Company Profile (I)Basic information A-share abbreviation Su Changchai A A-share code 000570 Stock exchange listed with Shenzhen Stock Exchange Company Secretary Securities Affairs Representative Name Shi Jianchun He Jianjiang No. 123, Huaide Middle Road, No. 123, Huaide Middle Road, Contact address Changzhou, Jiangsu Changzhou, Jiangsu Tel. (86)519-86610041 (86)519-68683155 Fax (86)519-86630954 (86)519-86630954 E-mail ccsjc@changchai.com cchjj@changchai.com (II)Financial highlights 1. Major accounting data and financial indexes Any retrospective adjustment in previous financial statements? □ Yes √ No Major accounting data: This reporting period The same period of last Major accounting data Increase/decrease (%) (Jan.-Jun.) year Gross operating revenues (RMB Yuan) 1,599,480,212.75 1,702,548,109.24 -6.05 Operating profit (RMB Yuan) 31,197,735.95 40,931,592.25 -23.78 Total profit (RMB Yuan) 35,528,457.99 47,558,149.99 -25.29 Net profit attributable to shareholders of the 29,802,438.47 37,156,614.70 -19.79 Company (RMB Yuan) Net profit attributable to shareholders of the Company after deducting non-recurring gains and 25,424,883.61 31,604,115.97 -19.55 losses (RMB Yuan) Net cash flow from operating activities (RMB 207,869,158.63 -48,652,001.52 —— Yuan) As at the end of this As at the end of last year Increase/decrease (%) reporting period Total assets (RMB Yuan) 3,083,920,367.41 2,870,088,394.73 7.45 Owners’ equity attributable to shareholders of the 1,854,820,864.26 1,742,701,667.71 6.43 Company (RMB Yuan) Share capital (share) 561,374,326.00 561,374,326.00 0.00 Major financial indexes: This reporting period The same period of last Major financial indexes Increase/decrease (%) (Jan.-Jun.) year Basic EPS (RMB Yuan/share) 0.05 0.07 -28.57 Diluted EPS (RMB Yuan/share) 0.05 0.07 -28.57 Basic EPS after deducting non-recurring gains and losses (RMB Yuan/share) 0.05 0.06 -16.67 Fully diluted ROE (%) 1.61 1.95 -0.34 Weighted average ROE (%) 1.66 1.87 -0.21 Fully diluted ROE after deducting non-recurring 1.37 1.66 -0.29 gains and losses (%) Weighted average ROE after deducting 1.41 1.59 -0.18 non-recurring gains and losses (%) Net cash flow per share from operating activities (RMB Yuan/share) 0.37 -0.09 —— As at the end of this As at the end of last year Increase/decrease (%) reporting period Net assets per share attributable to shareholders of the Company (RMB Yuan/share) 3.30 3.10 6.45 Liability/asset ratio(%) 39.40 38.80 0.6 2. Items of non-recurring gains and losses √Applicable □Inapplicable Item Amount (RMB Yuan) Note Including: net income of RMB Gains and losses on disposal of non-current assets 2,454,786.74 2,454,786.74 from fixed asset disposal Tax rebate, reduction or exemption due to un-authorized approval or the lack of formal approval documents Government grants recognized in the current year, except for those acquired in the ordinary course of business or granted at certain quotas 1,600,000.00 or amounts according to the country’s unified standards Capital occupation fees received from non-financial enterprises that are 750,000.00 included in current gains and losses Gains generated when the investment costs of the Company’s acquiring subsidiaries, associates and joint ventures are less than the fair value of identifiable net assets in the investees attributable to the Company in the acquisition of the investments Exchange gains and losses of non-monetary assets Gains and losses through entrusting others to invest or manage assets Various asset impairment provisions due to acts of God such as natural disasters Gains and losses on debt restructuring Enterprise reorganization expenses, such as expenses on employee settlement and integration Gains and losses on the parts exceeding the fair value when prices of transactions become unfair Net current gains and losses from the period-begin to the combination date of subsidiaries due to business combinations under the same control Gains and losses on contingent matters which are irrelevant to the normal operation of the Company Gains and losses on fair value changes of transactional financial assets Disposal of trading financial assets 230,463.19 and liabilities, and investment gains on disposal of transactional to obtain investment returns. financial assets and liabilities and available-for-sale financial assets, except for the effective hedging business related to the Company’s normal operation Reversal of impairment provisions for accounts receivable which are separately tested for impairment signs Gains and losses on entrustment loans from external parties Gains and losses on fair value changes of investing properties for which the fair value method is adopted for subsequent measurement Current gain and loss effect due to a just-for-once adjustment to current gains and losses according to requirements of taxation and accounting laws and regulations Custodian fee income from entrusted operations with the Company Other non-operating incomes and expenses besides the items above 275,935.30 Other gain and loss items that meet the definition of non-recurring gains and losses Minority interests effects -38,906.26 Income tax effects -894,724.11 Total 4,377,554.86 -- 3. Net profit and net asset differences between financial reports disclosed according to the international and Chinese accounting standards respectively √Applicable □Inapplicable Unit: RMB Yuan Net profit attributable to shareholders of the Owners’ equity attributable to shareholders of Company the Company Reporting period Same period of last year Closing amount Opening amount As per Chinese accounting standards 29,802,438.47 37,156,614.70 1,854,820,864.26 1,742,701,667.71 Items and amounts adjusted according to international accounting standards: As per international accounting standards 29,802,438.47 37,156,614.70 1,854,820,864.26 1,742,701,667.71 4. Net profit and net asset differences between financial reports disclosed according to the overseas and Chinese accounting standards respectively √Applicable □Inapplicable Unit: RMB Yuan Net profit attributable to shareholders of the Owners’ equity attributable to shareholders of Company the Company Reporting period Same period of last year Closing amount Opening amount As per Chinese accounting standards 29,802,438.47 37,156,614.70 1,854,820,864.26 1,742,701,667.71 Items and amounts adjusted according to overseas accounting standards: As per overseas accounting standards 29,802,438.47 37,156,614.70 1,854,820,864.26 1,742,701,667.71 III. Changes in Share Capital and Particulars about Shareholders (I)Changes in share capital □Applicable √Inapplicable (II)Shares held by the top ten holders of tradable shares/shares not subject to trading moratorium Shares held by the top ten shareholders and the top ten shareholders holding tradable shares Total number of shareholders 90562 Particulars about shares held by the top ten shareholders Sharehold Pledged or frozen shares Number of Name of shareholder (full Nature of ing Total shares held at non-tradable Number of name) shareholder percentag the period-end shares held Status of shares shares e (%) State-owned Assets Supervision and State-owned Administration Commission 30.02 168,497,736 0 corporation of Changzhou Municipal People’s Government Xi Yanping Domestic natural 0.24 1,355,131 0 person Wang Zhinan Domestic natural 0.19 1,083,000 0 person Wang Litian Domestic natural 0.17 960,000 0 person Guotai Junan Securities Overseas 0.16 876,150 0 (Hong Kong) Limited corporation Li Tao Domestic natural 0.15 838,391 0 person Dai Yi Domestic natural 0.15 823,247 0 person Sinoauto Company, Ltd. Overseas 0.15 820,000 0 corporation Feng Yan Domestic natural 0.14 796,850 0 person Wang Huimin Domestic natural 0.14 766,636 0 person Particulars about shares held by the top ten shareholders holding tradable shares Number of tradable shares Type and number of shares Name of shareholder held Type Number State-owned Assets Supervision and Administration Commission of Changzhou 168,497,736 A-shares 168,497,736 Municipal People’s Government Xi Yanping 1,355,131 A-shares 1,355,131 Wang Zhinan 1,083,000 A-shares 1,083,000 Wang Litian 960,000 A-shares 960,000 Guotai Junan Securities (Hong Kong) Limited 876,150 B-shares 876,150 Li Tao 838,391 B-shares 838,391 Dai Yi 823,247 A-shares 823,247 Sinoauto Company, Ltd. 820,000 B-shares 820,000 Feng Yan 796,850 A-shares 796,850 Wang Huimin 766,636 A-shares 766,636 It is unknown whether there was any associated relationship among the top ten Explanation on associated relationship or/and shareholders and among the top ten shareholders not subject to trading persons acting in concert among the moratorium, or whether they are persons acting in concert as described by above-mentioned shareholders Measures for the Administrative of Disclosure of Shareholder Equity Changes. (III)Change of the controlling shareholder and the actual controller □Applicable √Inapplicable IV. Particulars about Directors, Supervisors and Senior Management (I)Shareholding changes of directors, supervisors and senior management Shares Shares held at held at Reason for Name Position Sex Age Office term at year-begi change year-en n d Chairman of the From 17 May 2010 to 17 Xue Guojun Male 49 0 0 Board May 2013 Director, General From 17 May 2010 to 17 He Jianguang Manager, Chief Male 48 0 0 May 2013 Engineer From 17 May 2010 to 17 Lu Jiaxiang Director Male 57 0 0 May 2013 Director, Deputy General Manager, From 17 May 2010 to 17 Shi Jianchun Male 50 0 0 Secretary of the May 2013 Board Director, Deputy From 17 May 2010 to 17 Xu Zhenping Male 55 0 0 General Manager May 2013 Zhuang Director Male From 17 May 2010 to 17 68 0 0 Rongfa May 2013 Independent Director Male From 17 May 2010 to 17 Shen Ningwu 70 0 0 May 2013 Independent Director Male From 17 May 2010 to 17 Zhu Jianming 56 0 0 May 2013 Male From 17 May 2010 to 17 Cao Huiming Independent Director 63 0 0 May 2013 Deputy General From 17 May 2010 to 17 Yin Lihou Male 48 0 0 Manager May 2013 Deputy General From 17 May 2010 to 17 Xu Yi Male 48 0 0 Manager May 2013 Deputy General From 17 May 2010 to 17 Ni Shiyuan Male 56 0 0 Manager May 2013 Deputy General From 31 Dec. 2011 to 17 Liu Xiaoyun Male 50 0 0 Manager May 2013 Chairman of the Supervisory From 17 May 2010 to 17 Lv Weimin Male 58 0 0 Committee, Secretary May 2013 of Party Committee Yuan Femal From 17 May 2010 to 17 Supervisor 49 0 0 Xiaodong e May 2013 From 17 May 2010 to 17 Ni Mingliang Supervisor Male 45 0 0 May 2013 From 17 May 2010 to 17 Lu Zhonggui Supervisor Male 45 0 0 May 2013 From 17 May 2010 to 17 Wu Keyun Supervisor Male 48 0 0 May 2013 V. Report of the Board of Directors (I)Main business lines classified by industries and products Unit: RMB Yuan Main business lines classified by industries Increase/decrease Increase/decrease Increase/decrease of operating of gross profit of operating cost Operating Gross profit rate revenue rate compared Industries Operating cost compared with revenue (%) compared with with the same the same period the same period period last year last year (%) last year (%) (%) Diesel engines 1,567,714,421.37 1,443,552,908.36 7.92 -7.09 -7.19 0.09 and fittings Main business lines classified by products Increase/decrease Increase/decrease Increase/decrease of operating of gross profit of operating cost Operating Gross profit rate revenue rate compared Products Operating cost compared with revenue (%) compared with with the same the same period the same period period last year last year (%) last year (%) (%) Diesel engines 1,567,714,421.37 1,443,552,908.36 7.92 -7.09 -7.19 0.09 and fittings Explanation to the reasons for any significant year-on-year change of the gross profit rate: (II)Main business lines classified by regions Unit: RMB Yuan Region Operating revenue Increase/decrease compared with the same period last year (%) East China 778,764,744.57 -2.18 Northeast China 82,503,124.63 7.19 Southwest China 158,542,506.44 8.33 Central China 176,067,223.19 -20.46 North China 89,884,109.80 -14.46 Northwest China 72,965,341.01 30.40 South China 119,240,235.58 -21.04 Export 89,747,136.15 -33.28 (III)Reasons for any significant change in main business and its structure □Applicable √Inapplicable (IV)Reasons of significant changes in profitability of main business (gross profit rate) compared with that in the last year □Applicable √Inapplicable (V)Analysis on reasons of significant changes in profit breakdown compared with the last year □Applicable √Inapplicable (VI)Particulars about utilization of the raised funds 1. Utilization of the raised funds □Applicable √Inapplicable 2. Change of projects invested with raised funds □Applicable √Inapplicable (VII)Revision of the Board of Directors’ business plan for the second half of the year □Applicable √Inapplicable (VIII)Business performance estimate for Jan.-Sept. 2012 Warnings of estimated possible losses or major changes of the accumulative net profit achieved during the period from the beginning of the year to the end of the next reporting period compared with the same period of last year, as well as the reasons □Applicable √Inapplicable (IX)Explanation of the Board of Directors on “Non-standard Auditing Report” issued by the CPA firm for the reporting period □Applicable √Inapplicable (X)Explanation of the Board of Directors on changes and solutions of the issues involved in the “Non-standard Auditing Report” issued by the CPA firm for last year □Applicable √Inapplicable VI. Significant Events (I)Purchase, sales and reorganization of assets 1. Purchase of assets □Applicable √Inapplicable 2. Sale of assets □Applicable √Inapplicable 3. Progress of these events after the publication of the assets reorganization report or public notices on the purchases or sales of assets, as well as the influences of these events on the operation results and financial status of the Company in this reporting period □Applicable √Inapplicable (II)Guarantee events √Applicable □Inapplicable Unit: RMB Ten thousand Guarantees provided by the Company for external parties (excluding those for subsidiaries) Disclosure Guarante Actual date of Actual e for a Amount for occurrence date Type of Period of Executed Guaranteed party relevant guarantee related guarantee (date of guarantee guarantee or not announceme amount party or agreement) nt not Total external guarantee line Total actual occurred amount approved during the reporting 0 of external guarantee during 0 period (A1) the reporting period (A2) Total external guarantee line that Total actual external guarantee has been approved at the end of the 0 balance at the end of the 0 reporting period (A3) reporting period (A4) Guarantees provided by the Company for its subsidiaries Disclosure Guarante date of Actual occurrence e for a Amount for Actual guarantee Type of Period of Executed Guaranteed party relevant date (date of related guarantee amount guarantee guarantee or not announceme agreement) party or nt not Changzhou Changchai Benniu 2200 22 Mar. 2011 2200 Credit One year Yes No Diesel Engine Fittings Co., Ltd Total guarantee line approved for Total actual occurred amount the subsidiaries during the of guarantee for the reporting period 0 0 subsidiaries during the (B1) reporting period (B2) Total guarantee line that has been Total actual guarantee balance approved for the subsidiaries at the 0 for the subsidiaries at the end 0 end of the reporting period (B3) of the reporting period (B4) Total guarantee amount provided by the Company (total of the above-mentioned two kinds of guarantees) Total guarantee line approved Total actual occurred amount during the reporting period 0 of guarantee during the 0 (A1+B1) reporting period (A2+B2) Total guarantee line that has been approved at the end of the reporting Total actual guarantee balance period 0 at the end of the reporting 0 period (A4+B4) (A3+B3) Proportion of total guarantee amount (A4+B4) to the net assets of 0 the Company Of which: Amount of guarantee for shareholders, actual controller and 0 related parties (C) Amount of debt guarantee provided for the guaranteed party whose asset-liability ratio is not less than 70% directly or 0 indirectly (D) Part of the amount of the total guarantee over 50% of net assets 0 (E) Total amount of the above three guarantees (C+D+E) 0 Explanation on possible bearing joint responsibility of liquidation Naught due to immature guarantee Explanation on provision of guarantees for external parties in Naught violation of the prescribed procedure (III)Non-operating credits and liabilities with related parties □Applicable √Inapplicable (IV)Significant lawsuits and arbitrations √Applicable □Inapplicable Basic Amount involved Trial result and Execution of the Disclosure date Type of the information in the Progress of the Serial No. of the Party with joint influence of the judge of the of the relevant Complainant Respondent lawsuit/arbitratio about the lawsuit/arbitratio lawsuit/arbitratio relevant interim responsibility lawsuit/arbitratio lawsuit/arbitratio interim n lawsuit/arbitratio n (RMB Ten n announcement n n announcement n thousand) Changchai In the process of Shandong Hongli Company, 1436 liquidation and Group Co., Ltd. Limited bankruptcy Changzhou Changchai Changchai In the process of 31 Dec. 2011, 13 2011-015 Company, Benniu Diesel retrial, with no Apr. 2012, 5 2012-003 Limited Engine Fittings judge yet May 2012 2012-008 Co., Ltd Details of the significant lawsuits and arbitrations: 1. 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 bankruptcy procedure. 2. Changchai Benniu Diesel Engine Fittings Co., Ltd. (Changchai Benniu) is the controlled subsidiary of the Company with a register capital of RMB 33,786,400, of which the Company invested RMB 25,339,800, accounting for 75% of the total register capital, while the natural person of Qiang Jinlong invested RMB 8,446,600, accounting for 25% of the total register capital. In accordance with the provisions of Articles of Association of the Company, the term of operation of Changchai Benniu Diesel Engine Fittings Co., Ltd. was from 17 Jun. 1996 to 16 Jun. 2011. Changchai Benniu Diesel Engine Fittings Co., Ltd. convened the First Special Shareholders’ General Meeting for 2011 on 19 Jul. 2011, at which reviewed the Proposal on Extending the Term of Operation and Revising the Articles of Association for Changchai Benniu Diesel Engine Fittings Co., Ltd., making a Resolution on Extending the Term of Operation from 17 Jun. 2011 to 16 Jun. 2026 for Changchai Benniu Diesel Engine Fittings Co., Ltd.. The Company believes that the resolution is effective, which has a restraint on the shareholders. However, the third party of Qiang Jinlong always denies the effectiveness of the resolution made at the session. Therefore, the Company sued to Changzhou Wujin District People’s Court on 28 Dec. 2011, appealing the court to confirm the effectiveness and legality of the resolution made at the First Special Shareholders’ General Meeting for 2011, extending the term of operation to 16 Jun. 2026 for Changchai Benniu Diesel Engine Fittings Co., Ltd.. On 9 Apr. 2012, Changzhou Wujin District People’s Court issued a Civil Judgment ([2012] WSC Zi No. 25), deciding that it was in line with relevant laws and regulation for the appeal of the Company on confirming the effectiveness and legality of the resolution made at the First Special Shareholders’ General Meeting for 2011 convened by Changchai Benniu Diesel Engine Fittings Co., Ltd. on 19 Jul. 2011, thus the court supported it. And it was legal and effective for the resolution made at the shareholders’ general meeting, which was about “the original Article 4 of the Articles of Association stipulated the term of joint operation with shareholders was from 17 Jun. 1996 to 16 Jun. 2011, and now extending the term for 15 years, i.e. from 17 Jun. 2011 to 16 Jun. 2026”. Changzhou Wujin Administration for Industry & Commerce issued the Business License for Enterprise of Changchai Benniu Diesel Engine Fittings Co., Ltd. on 20 Apr. 2012, with the term of operation from 17 Jun. 1996 to 16 Jun. 2026. Qiang Jinlong refused to accept the court decision as final. He appealed to Changzhou Intermediary People’s Court, which opened a court session on 27 Jun. 2012 to try this case. No verdict has been reached so far. (V)Other significant events as well as analysis and explanations on their impact and solutions √Applicable □Inapplicable 1. Securities investment √Applicable □Inapplicable Proportion in Initial Number of Closing the total Gain/loss in Serial Variety of Code of Abbr. of investment shares held at carrying closing the reporting No. securities securities securities amount the amount securities period (RMB (RMB Yuan) period-end (RMB Yuan) investment Yuan) amount (%) Other securities investments held at the period-end 0 -- 0 0 0 Gain/loss on selling securities in the reporting period -- -- -- -- 230,463.19 Total 0 -- 0 100% 230,463.19 Disclosure date of the board announcement of securities investment approval Disclosure date of the general meeting announcement of securities investment approval Notes to securities investment: Securities investment gains during the reporting period came from the new shares subscribed by Changzhou Housheng Investment Co., Ltd., the Company’s wholly-funded subsidiary. 2. Holding equity of other listed companies √Applicable □Inapplicable Proportion in Change of Initial Gain/loss in the Closing carrying owners’ equity investment the reporting Accounting Stock code Stock abbr. company’s amount (RMB during the Stock source amount (RMB period (RMB title total equity Yuan) reporting period Yuan) Yuan) (%) (RMB Yuan) By Financial exchanging assets assets with 600166 Foton Motor 41,782,175.00 3.42% 516,587,500.00 0.00 82,292,750.00 available for Changchai sale Group in 1999 Financial Ninghu assets By transfer 600377 90,500.00 293,500.00 0.00 7,650.00 Expressway available for on agreement sale Total 41,872,675.00 -- 516,881,000.00 0.00 82,300,400.00 -- Notes to holding equity of other listed companies: The Company holds 72.25 million shares of Foton Motor and 50,000 shares of Ninghu Expressway. 13 3. Capital occupation during the reporting period and debt-clearing progress □Applicable √Inapplicable The accountability plan put forward by the Board of Directors when the Company had not completed collecting the capital occupied for non-operating purposes by the end of the reporting period □Applicable √Inapplicable 4. Fulfillment of commitments Commitments made by the Company, its directors, supervisors, senior management, shareholders holding more than 5% shares of the Company, actual controller or any other relevant party in this reporting period, or such commitments carried down into this reporting period □Applicable √Inapplicable 5. Pre-plan of the Board of Directors for profit distribution or turning capital reserves into share capital □Applicable √Inapplicable 6. Items of other comprehensive income Unit: RMB Yuan Items This reporting period Same period of last year 1. Profits/(losses) from available-for-sale financial assets 96,824,000.00 -250,046,500.00 Less: Effects on income tax generating from available-for-sale financial assets 14,523,600.00 -37,506,975.00 Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period Subtotal 82,300,400.00 -212,539,525.00 2. Interests in the investee entities’ other comprehensive income as per equity method Less: Effects on income tax generating from the interests in the investee entities’ other comprehensive income as per equity method Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period Subtotal 3. Profits/(losses) from cash flow hedging instrument Less: Effects on income tax generating from cash flow hedging instrument Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period The adjustment value that is the converted initial recognition amount of arbitrage project Subtotal 4. Converted amount of foreign currency financial statements -1,481.92 Less: Net value of disposal of oversea operations that recognized into current profit and loss Subtotal -1,481.92 5. Other Less: Effects on income tax generating from the others that included 14 into other comprehensive income Net amount transferred into profit and loss in the current period that recognized into other comprehensive income in prior period Subtotal Total 82,298,918.08 -212,539,525.00 (VI)Particulars about researches, visits and interviews received in this reporting period Main discussion and Type of the Time of reception Place of reception Way of reception Visitor/caller materials provided by the visitor/caller Company Main operation status of 23 Feb. 2012 The Company By phone Individual Investor the Company Main operation status of 18 Apr. 2012 The Company By phone Individual Investor the Company Main operation status of 24 May 2012 The Company By phone Individual Investor the Company 15 VII. Financial Report (I)Audit opinion Has this interim report been audited? □ Yes √ No (II)Financial statements Consolidated statements or not? √ Yes □ No 1. Consolidated balance sheet Prepared by Changchai Company, Limited Unit: RMB Yuan Item Note Closing balance Opening balance Current Assets: Monetary funds 663,396,846.56 553,742,666.81 Settlement reserves Intra-group lendings Transactional financial assets Notes receivable 143,007,349.44 181,698,938.60 Accounts receivable 442,072,620.04 360,837,278.55 Accounts paid in advance 34,954,124.65 42,882,876.51 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable Other accounts receivable 22,089,519.44 11,062,647.69 Financial assets purchased under agreements to resell Inventories 387,468,266.85 471,067,741.38 Non-current assets due within 1 year Other current assets 85,122.78 Total current assets 1,693,073,849.76 1,621,292,149.54 Non-current assets: Loans by mandate and advances granted Available-for-sale financial assets 516,881,000.00 420,057,000.00 Held-to-maturity investments Long-term accounts receivable 16 Long-term equity investment 63,816,940.34 63,763,414.34 Investing property 65,010,222.83 66,114,393.23 Fixed assets 522,424,284.76 428,903,574.63 Construction in progress 134,606,017.26 180,718,077.33 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 87,195,345.14 88,327,078.34 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 912,707.32 912,707.32 Other non-current assets Total of non-current assets 1,390,846,517.65 1,248,796,245.19 Total assets 3,083,920,367.41 2,870,088,394.73 Current liabilities: Short-term borrowings 40,000,000.00 37,000,000.00 Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Intra-group borrowings Transactional financial liabilities Notes payable 314,773,964.00 278,080,000.00 Accounts payable 564,104,205.56 495,048,237.44 Accounts received in advance 68,616,602.09 64,357,833.51 Financial assets sold for repurchase Handling charges and commissions payable Employee’s compensation payable 17,119,284.05 45,290,276.02 Tax payable -42,955,039.99 -61,296,208.84 Interest payable Dividend payable 7,261,388.55 3,891,433.83 Other accounts payable 139,653,791.36 128,410,363.38 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Non-current liabilities due within 1 year 30,000,000.00 Other current liabilities 778,963.63 1,203,137.39 Total current liabilities 1,109,353,159.25 1,021,985,072.73 Non-current liabilities: Long-term borrowings 17 Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities 71,250,975.00 56,727,375.00 Other non-current liabilities 34,564,420.07 34,962,420.07 Total non-current liabilities 105,815,395.07 91,689,795.07 Total liabilities 1,215,168,554.32 1,113,674,867.80 Owners’ equity (or shareholders’ equity) Paid-up capital (or share capital) 561,374,326.00 561,374,326.00 Capital reserves 577,120,648.76 494,820,248.76 Less: Treasury stock Specific reserves Surplus reserves 277,156,622.37 277,156,622.37 Provisions for general risks Retained profits 439,170,749.05 409,368,310.58 Foreign exchange difference -1,481.92 -17,840.00 Total equity attributable to owners of the Company 1,854,820,864.26 1,742,701,667.71 Minority interests 13,930,948.83 13,711,859.22 Total owners’ (or shareholders’) equity 1,868,751,813.09 1,756,413,526.93 Total liabilities and owners’ (or shareholders’) equity 3,083,920,367.41 2,870,088,394.73 Legal representative: Xue Guojun Person-in-charge of the accounting work: He Jianguang Chief of the accounting division: Jiang He 2. Balance sheet of the Company Unit: RMB Yuan Item Note Closing balance Opening balance Current Assets: Monetary funds 584,191,639.04 523,688,773.83 Transactional financial assets Notes receivable 143,007,349.44 176,278,938.60 Accounts receivable 410,420,932.45 325,793,527.31 Accounts paid in advance 14,525,843.56 20,811,380.78 Interest receivable Dividend receivable Other accounts receivable 58,673,840.23 9,201,636.94 Inventories 315,955,142.47 401,674,909.70 Non-current assets due within 1 year Other current assets Total current assets 1,526,774,747.19 1,457,449,167.16 Non-current assets: 18 Available-for-sale financial assets 516,881,000.00 420,057,000.00 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 134,235,180.34 134,181,654.34 Investing property 65,010,222.83 66,114,393.23 Fixed assets 471,859,068.77 376,208,390.40 Construction in progress 90,513,447.34 161,315,910.30 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 85,054,308.80 86,157,776.66 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 912,707.32 912,707.32 Other non-current assets Total of non-current assets 1,364,465,935.40 1,244,947,832.25 Total assets 2,891,240,682.59 2,702,396,999.41 Current liabilities: Short-term borrowings Transactional financial liabilities Notes payable 307,773,964.00 271,080,000.00 Accounts payable 496,167,927.82 441,996,929.38 Accounts received in advance 65,905,321.41 64,183,951.63 Employee’s compensation payable 13,149,616.46 40,157,951.71 Tax payable -36,072,237.55 -56,938,401.59 Interest payable Dividend payable 6,613,134.69 3,243,179.97 Other accounts payable 130,674,958.75 125,268,578.76 Non-current liabilities due within 1 year 30,000,000.00 Other current liabilities Total current liabilities 984,212,685.58 918,992,189.86 Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Specific payables Estimated liabilities Deferred income tax liabilities 71,250,975.00 56,727,375.00 Other non-current liabilities 34,564,420.07 34,962,420.07 Total non-current liabilities 105,815,395.07 91,689,795.07 Total liabilities 1,090,028,080.65 1,010,681,984.93 Owners’ equity (or shareholders’ equity) 19 Paid-up capital (or share capital) 561,374,326.00 561,374,326.00 Capital reserves 586,799,834.95 504,499,434.95 Less: Treasury stock Specific reserves Surplus reserves 277,156,622.37 277,156,622.37 Retained profits 375,881,818.62 348,684,631.16 Foreign exchange difference Total owners’ (or shareholders’) equity 1,801,212,601.94 1,691,715,014.48 Total liabilities and owners’ (or shareholders’) equity 2,891,240,682.59 2,702,396,999.41 3. Consolidated income statement Unit: RMB Yuan Item Note Jan.-Jun. 2012 Jan.-Jun. 2011 I. Total operating revenues 1,599,480,212.75 1,702,548,109.24 Including: Sales income 1,599,480,212.75 1,702,548,109.24 Interest income Premium income Handling charge and commission income II. Total operating cost 1,577,236,465.99 1,671,832,162.82 Including: Cost of sales 1,472,951,393.72 1,563,753,985.22 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 charges 161,974.43 313,245.25 Selling and distribution expenses 58,416,299.71 53,181,896.91 Administrative expenses 48,141,907.24 59,829,955.18 Financial expenses -6,657,859.42 -5,675,460.45 Asset impairment loss 4,222,750.31 428,540.71 Add: Gain/(loss) from change in fair value (“-” means loss) -66,665.37 Gain/(loss) from investment (“-” means loss) 8,953,989.19 10,282,311.20 Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 31,197,735.95 40,931,592.25 Add: non-operating income 7,109,940.84 9,002,588.33 20 Less: non-operating expense 2,779,218.80 2,376,030.59 Including: loss from non-current 601,158.15 679.50 asset disposal IV. Total profit (“-” means loss) 35,528,457.99 47,558,149.99 Less: Income tax expense 5,506,929.91 9,631,166.60 V. Net profit (“-” means loss) 30,021,528.08 37,926,983.39 Including: Net profit achieved by combined parties before the combinations Attributable to owners of the Company 29,802,438.47 37,156,614.70 Minority shareholders’ income 219,089.61 770,368.69 VI. Earnings per share -- -- (I) Basic earnings per share 0.05 0.07 (II) Diluted earnings per share 0.05 0.07 Ⅶ. Other comprehensive incomes 82,298,918.08 -212,539,525.00 Ⅷ. Total comprehensive incomes 112,320,446.16 -174,612,541.61 Attributable to owners of the 112,101,356.55 -175,382,910.30 Company Attributable to minority 770,368.69 shareholders 219,089.61 Legal representative: Xue Guojun Person-in-charge of the accounting work: He Jianguang Chief of the accounting division: Jiang He 4. Income statement of the Company Unit: RMB Yuan Item Note Jan.-Jun. 2012 Jan.-Jun. 2011 I. Total sales 1,607,060,158.74 1,698,786,025.65 Less: cost of sales 1,496,934,202.57 1,576,529,249.38 Business taxes and surcharges Distribution expenses 54,949,176.66 50,057,012.94 Administrative expenses 41,350,985.75 51,705,886.62 Financial costs -8,156,193.81 -6,084,501.00 Impairment loss 2,873,555.97 305,531.70 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” means loss) 8,723,526.00 10,115,000.00 Including: income form investment on associates and joint ventures II. Business profit (“-” means loss) 27,831,957.60 36,387,846.01 Add: non-business income 6,872,462.11 8,834,166.57 Less: non-business expense 2,749,218.80 2,360,206.85 Including: loss from non-current asset disposal III. Total profit (“-” means loss) 31,955,200.91 42,861,805.73 Less: income tax expense 4,758,013.45 8,205,050.82 21 IV. Net profit (“-” means loss) 27,197,187.46 34,656,754.91 V. Earnings per share -- -- (I) Basic earnings per share (II) Diluted earnings per share VI. Other comprehensive income 82,298,918.08 -212,539,525.00 VII. Total comprehensive income 109,496,105.54 -177,882,770.09 5. Consolidated cash flow statement Unit: RMB Yuan Item Jan.-Jun. 2012 Jan.-Jun. 2011 I. Cash flows from operating activities: Cash received from sale of commodities and rendering of service 1,748,751,589.44 1,742,112,976.28 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 intra-group borrowings Net increase of funds in repurchase business Tax refunds received 26,359,104.71 24,805,590.94 Other cash received relating to operating activities 16,512,408.28 15,950,302.31 Subtotal of cash inflows from operating activities 1,791,623,102.43 1,782,868,869.53 Cash paid for goods and services 1,380,761,003.27 1,605,540,702.84 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 153,967,006.79 146,277,793.39 Various taxes paid 9,539,003.49 34,717,093.95 22 Other cash payment relating to operating activities 39,486,930.25 44,985,280.87 Subtotal of cash outflows from operating activities 1,583,753,943.80 1,831,520,871.05 Net cash flows from operating activities 207,869,158.63 -48,652,001.52 II. Cash flows from investing activities: Cash received from withdrawal of investments 15,486,490.34 232,202.20 Cash received from return on investments 8,900,463.19 10,312,803.27 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 2,964,690.64 20,297,786.84 Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing activities 52,189.02 Subtotal of cash inflows from investing activities 27,351,644.17 30,894,981.33 Cash paid to acquire fixed assets, intangible assets and other long-term assets 83,862,517.79 66,890,197.14 Cash paid for investment 15,119,437.12 663,948.24 Net increase of pledged loans Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities 10,000,000.00 Subtotal of cash outflows from investing activities 108,981,954.91 67,554,145.38 Net cash flows from investing activities -81,630,310.74 -36,659,164.05 III. Cash Flows from Financing Activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from borrowings 33,000,000.00 43,500,000.00 Cash received from issuance of bonds Other cash received relating to financing activities 0.00 Subtotal of cash inflows from financing activities 33,000,000.00 43,500,000.00 Repayment of borrowings 60,000,000.00 32,000,000.00 Cash paid for interest expenses and distribution of dividends or profit 10,463,297.14 2,608,302.74 Including: dividends or profit paid by subsidiaries to minority shareholders Other cash payments relating to financing activities Sub-total of cash outflows from financing activities 70,463,297.14 34,608,302.74 23 Net cash flows from financing activities -37,463,297.14 8,891,697.26 IV. Effect of foreign exchange rate changes on cash and cash equivalents -1,481.92 V. Net increase in cash and cash equivalents 88,774,068.83 -76,419,468.31 Add: Opening balance of cash and cash equivalents 470,293,043.20 763,106,649.01 VI. Closing balance of cash and cash equivalents 559,067,112.03 686,687,180.70 6. Cash flow statement of the Company Unit: RMB Yuan Item Jan.-Jun. 2012 Jan.-Jun. 2011 I. Cash flows from operating activities: Cash received from sale of commodities and rendering of service 1,731,463,226.76 1,739,971,070.13 Tax refunds received 25,094,793.80 24,805,590.94 Other cash received relating to operating activities 15,664,736.12 14,233,689.48 Subtotal of cash inflows from operating activities 1,772,222,756.68 1,779,010,350.55 Cash paid for goods and services 1,409,751,006.75 1,632,168,132.83 Cash paid to and for employees 138,645,503.69 130,085,632.70 Various taxes paid 6,611,058.31 28,995,696.24 Other cash payment relating to operating activities 32,645,603.38 41,143,545.90 Subtotal of cash outflows from operating activities 1,587,653,172.13 1,832,393,007.67 Net cash flows from operating activities 184,569,584.55 -53,382,657.12 II. Cash flows from investing activities: Cash received from retraction of investments Cash received from return on investments 8,670,000.00 10,115,000.00 Net cash received from disposal of fixed assets, intangible assets and other long-term assets 2,921,547.76 20,143,379.50 Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from investing activities 11,591,547.76 30,258,379.50 Cash paid to acquire fixed assets, intangible assets and other long-term assets 68,072,114.90 50,816,604.10 Cash paid for investment Net cash paid to acquire subsidiaries and other business units Other cash payments relating to investing activities 50,000,000.00 Subtotal of cash outflows from 118,072,114.90 50,816,604.10 24 investing activities Net cash flows from investing activities -106,480,567.14 -20,558,224.60 III. Cash Flows from Financing Activities: Cash received from capital contributions Cash received from borrowings Other cash received relating to financing activities Subtotal of cash inflows from financing activities Repayment of borrowings 30,000,000.00 Cash paid for interest expenses and distribution of dividends or profit 8,466,263.12 1,228,985.37 Other cash payments relating to financing activities Sub-total of cash outflows from financing activities 38,466,263.12 1,228,985.37 Net cash flows from financing activities -38,466,263.12 -1,228,985.37 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash equivalents 39,622,754.29 -75,169,867.09 Add: Opening balance of cash and cash equivalents 440,239,150.22 727,580,790.13 VI. Closing balance of cash and cash equivalents 479,861,904.51 652,410,923.04 7. Consolidated statement of changes in owners’ equity Reporting period Unit: RMB Yuan Reporting period Equity attributable to owners of the Company Paid-up Total Item Less: General Minority capital owners’ Capital Specific Surplus Retaine interests (or treasury risk Others equity reserve reserve reserve d profit share stock reserve capital) I. Balance at the end of the 561,374 494,820, 277,156 409,368, -17,840. 13,711,85 1,756,413, previous year ,326.00 248.76 ,622.37 310.58 00 9.22 526.93 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of 561,374 494,820, 277,156 409,368, -17,840. 13,711,85 1,756,413, the year ,326.00 248.76 ,622.37 310.58 00 9.22 526.93 III. Increase/ decrease of 82,300,4 29,802,4 16,358.0 219,089.6 112,338,28 amount in the year (“-” means 00.00 38.47 8 1 6.16 decrease) 29,802,4 219,089.6 30,021,528 (I) Net profit 38.47 1 .08 (II) Other comprehensive 82,300,4 16,358.0 82,316,758 25 incomes 00.00 8 .08 82,300,4 29,802,4 16,358.0 219,089.6 112,338,28 Subtotal of (I) and (II) 00.00 38.47 8 1 6.16 (III) Capital paid in and reduced by owners 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’ equity 3. Others (IV) Profit distribution 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) 4. Other (V) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other 561,374 577,120, 277,156 439,170, -1,481.9 13,930,94 1,868,751, IV. Closing balance ,326.00 648.76 ,622.37 749.05 2 8.83 813.09 Last year Unit: RMB Yuan Last year Equity attributable to owners of the Company Paid-up Total Item Less: General Minority capital owners’ Capital Specific Surplus Retaine interests (or treasury risk Others equity reserve reserve reserve d profit share stock reserve capital) I. Balance at the end of the 561,374 883,601, 273,072 360,595, 12,294,22 2,090,938, previous year ,326.00 748.76 ,577.59 476.29 9.26 357.90 Add: retrospective adjustments due to business combinations under the same control Add: change of accounting policy 26 Correction of errors in previous periods Other II. Balance at the beginning of 561,374 883,601, 273,072 360,595, 12,294,22 2,090,938, the year ,326.00 748.76 ,577.59 476.29 9.26 357.90 III. Increase/ decrease of -388,78 4,084,0 48,772,8 -17,840. 1,417,629 -334,524,8 amount in the year (“-” means 1,500.00 44.78 34.29 00 .96 30.97 decrease) 52,856,8 1,417,629 54,274,509 (I) Net profit 79.07 .96 .03 (II) Other comprehensive -388,78 -17,840. -388,799,3 incomes 1,500.00 00 40.00 -388,78 52,856,8 -17,840. 1,417,629 -334,524,8 Subtotal of (I) and (II) 1,500.00 79.07 00 .96 30.97 (III) Capital paid in and reduced by owners 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’ equity 3. Others 4,084,0 -4,084,0 (IV) Profit distribution 44.78 44.78 1. Appropriations to 4,084,0 -4,084,0 surplus reserves 44.78 44.78 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) 4. Other (V) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other 561,374 494,820, 277,156 409,368, -17,840. 13,711,85 1,756,413, IV. Closing balance ,326.00 248.76 ,622.37 310.58 00 9.22 526.93 8. Statement of changes in owners’ equity of the Company Reporting period Unit: RMB Yuan 27 Reporting period Paid-up Item Less: General Total capital (or Capital Specific Surplus Retained treasury risk owners’ share reserve reserve reserve profit stock reserve equity capital) I. Balance at the end of the 561,374,32 504,499,43 277,156,62 348,684,63 1,691,715, previous year 6.00 4.95 2.37 1.16 014.48 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of 561,374,32 504,499,43 277,156,62 348,684,63 1,691,715, the year 6.00 4.95 2.37 1.16 014.48 III. Increase/ decrease of amount 82,300,400 27,197,187 109,497,58 in the year (“-” means decrease) .00 .46 7.46 27,197,187 27,197,187 (I) Net profit .46 .46 (II) Other comprehensive 82,300,400 82,300,400 incomes .00 .00 82,300,400 27,197,187 109,497,58 Subtotal of (I) and (II) .00 .46 7.46 (III) Capital paid in and reduced by owners 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’ equity 3. Others (IV) Profit distribution 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) 4. Other (V) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period (Ⅶ) Other 561,374,32 586,799,83 277,156,62 375,881,81 1,801,212, IV. Closing balance 6.00 4.95 2.37 8.62 601.94 28 Last year Unit: RMB Yuan Last year Paid-up Item Less: General Total capital (or Capital Specific Surplus Retained treasury risk owners’ share reserve reserve reserve profit stock reserve equity capital) I. Balance at the end of the 561,374,32 893,280,93 273,072,57 311,928,22 2,039,656, previous year 6.00 4.95 7.59 8.16 066.70 Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the beginning of 561,374,32 893,280,93 273,072,57 311,928,22 2,039,656, the year 6.00 4.95 7.59 8.16 066.70 III. Increase/ decrease of amount -388,781,5 4,084,044. 36,756,403 -347,941,0 in the year (“-” means decrease) 00.00 78 .00 52.22 40,840,447 40,840,447 (I) Net profit .78 .78 (II) Other comprehensive -388,781,5 -388,781,5 incomes 00.00 00.00 -388,781,5 40,840,447 -347,941,0 Subtotal of (I) and (II) 00.00 .78 52.22 (III) Capital paid in and reduced by owners 1. Capital paid in by owners 2. Amounts of share-based payments recognized in owners’ equity 3. Others 4,084,044. -4,084,044. (IV) Profit distribution 78 78 1. Appropriations to surplus 4,084,044. -4,084,044. reserves 78 78 2. Appropriations to general risk provisions 3. Appropriations to owners (or shareholders) 4. Other (V) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (Ⅵ) Specific reserve 1. Withdrawn for the period 2. Used in the period 29 (Ⅶ) Other 561,374,32 504,499,43 277,156,62 348,684,63 1,691,715, IV. Closing balance 6.00 4.95 2.37 1.16 014.48 (III)Notes to the financial statements 1. Changes in main accounting policies or estimates, correction of any significant accounting error and the influenced amounts (1)Change of accounting policies Were the main accounting policies changed during the reporting period? □ Yes √ No (2)Change of accounting estimates Were the main accounting estimates changed during the reporting period? □ Yes √ No (3)Correction of accounting errors Was any accounting error made in previous periods discovered in the reporting period? □ Yes √ No 2. Reasons for any change of the consolidation scope □Applicable √Inapplicable 3. If a non-standard audit report is issued, the Company should make relevant notes. □Applicable √Inapplicable 30