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公司公告

苏常柴B:2012年第三季度报告全文(英文版)2012-10-25  

						                             CHANGCHAI COMPANY, LIMITED


                         THE THIRD QUARTERLY REPORT 2012


I. Important Notes

The Board of Directors, the Supervisory Committee, directors, supervisors and senior management 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 will take individual and/or joint responsibility for the
authenticity, accuracy and completeness of all contents set forth herein.
All directors attended the board session for reviewing this report.
Mr. Xue Guojun, Person-in-charge of the Company, Mr. He Jianguang, Person-in-charge of the accounting work
and Mr. Jiang He, Person-in-charge of the accounting department (Accounting principal) hereby confirm that the
Financial Report enclosed in the Quarterly Report is factual and complete.

II. Company Profile

(I) Major accounting data and financial indexes

Any retrospective adjustment in previous financial statements?
□ Yes √ No □ Inapplicable
                                                        30 Sept. 2012               31 Dec. 2011            Increase/decrease (%)
Total assets (RMB Yuan)                                3,075,768,564.99           2,870,088,394.73                                   7.17
Owners’ equity attributable to shareholders of the
Company (RMB Yuan)                                     1,795,139,835.13           1,742,701,667.71                                   3.01

Share capital (share)                                   561,374,326.00              561,374,326.00                                   0.00
Net assets per share attributable to shareholders of
the Company (RMB Yuan/share)                                            3.20                       3.10                              3.23
                                                                                     YoY                                      YoY
                                                       Jul.-Sept. 2012         increase/decreas     Jan.-Sept. 2012     increase/decreas
                                                                                    e (%)                                    e (%)
Gross operating revenues (RMB Yuan)                     671,172,774.03                     -6.44 2,270,652,986.78                    -6.17
Net profit attributable to shareholders of the
Company (RMB Yuan)                                        13,019,902.39                    14.77     42,822,340.86              -11.71
Net cash flow from operating activities (RMB
Yuan)                                                        --                       --            249,254,713.34             --
Net cash flow per share from operating activities
(RMB Yuan/share)                                             --                       --                         0.44          --

Basic EPS (RMB Yuan/share)                                              0.02                0.00                 0.08               -11.11
Diluted EPS (RMB Yuan/share)                                            0.02                0.00                 0.08               -11.11
Weighted average ROE (%)                                                0.71                0.09                 2.42                -0.25
Weighted average ROE after deducting
non-recurring gains and losses (%)                                      0.59                0.00                 2.04                -0.29



                                                                                                                                        1
Items of non-recurring gains and losses
√Applicable □Inapplicable
                                                                     Amount during
                             Item                                 Jan.-Sept. 2012 (RMB                     Notes
                                                                          Yuan)
                                                                                         Of which: RMB 2, 624,696.90 is the net
Gains and losses on disposal of non-current assets                        2,624,696.90
                                                                                         gains on disposal of fixed assets.
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
                                                                          3,200,000.00
at certain quotas or amounts according to the country’s
unified standards
Capital occupation fees received from non-financial
                                                                            750,000.00
enterprises that are 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 and liabilities, and investment gains on
                                                                                         Investment income gained from disposal of
disposal of transactional financial assets and liabilities and              248,634.25
                                                                                         transactional financial assets.
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
                                                                          1,142,523.35
above
Other gain and loss items that meet the definition of
non-recurring gains and losses
Minority interests effects                                                  -13,308.64




                                                                                                                                     2
Income tax effects                                                      -1,292,924.50
Total                                                                    6,659,621.36 --


(II) Total number of shareholders and top 10 shareholders at the period-end

Total number of shareholders                                                                                                 88,789
                          Particulars about shares held by the top ten shareholders holding tradable shares
                                                         Number of tradable                  Type and number of shares
                Name of shareholder                        shares held at
                                                            period-end                     Type                   Number
State-owned Assets Supervision and Administration
                                                                   168,497,736 RMB ordinary shares                       168,497,736
Commission of Changzhou Municipal Government
Liu Ying                                                             1,607,144 RMB ordinary shares                         1,607,144
Wang Zhinan                                                          1,373,040 RMB ordinary shares                         1,373,040
Xi Yanping                                                           1,092,500 RMB ordinary shares                         1,092,500
Dai Ge                                                                 885,247 RMB ordinary shares                          885,247
GUOTAI JUNAN            SECURITIES(HONGKONG)                                     Domestically         listed
                                                                       883,450                                              883,450
LIMITED                                                                          foreign shares
                                                                                 Domestically         listed
Li Tao                                                                 838,391                                              838,391
                                                                                 foreign shares
                                                                                 Domestically         listed
Sinoauto Company,Ltd.                                                  820,000                                              820,000
                                                                                 foreign shares
Feng Yan                                                               796,850 RMB ordinary shares                          796,850
Li Weidong                                                             747,299 RMB ordinary shares                          747,299
Notes of particulars of shareholders                   Naught


III. Significant Events

(I) Significant changes in major accounting data, financial highlights and reasons for these changes

√Applicable □Inapplicable
1. Accounts receivable increased 36.88% over the year-begin, which was mainly because in the sale of the first
three quarters of the year, the Company properly extended credit to customers according to relevant agreements
and plans so as to attract more customers.
2.Other accounts receivable increased 102.37% over the year-begin, which was mainly because the Company’s
subsidiary—Changzhou Housheng Investment Co., Ltd. provided temporary loan to its supplier of Xuzhou East
China Casting General Factory.
3. Inventory decreased 102.37% over the year-begin, which was mainly because some stocks prepared by the
Company at the year-begin were sold during the first three quarters of the year.
4. Payroll payable decreased 61.68% over the year-begin, which was mainly because some of the salary
provisions made at the period-begin were paid during the reporting period.

 (II) Progress of significant events and its influence, as well as the analysis and explanation on
solutions

1. About non-standard audit opinion

□Applicable √Inapplicable




                                                                                                                                       3
2. The Company offers capital to the controlling shareholder or its related parties or provides external
guarantees in violation of the prescribed procedures.

□Applicable √Inapplicable

3. Signing and execution of significant contracts concerning routine operation

□Applicable √Inapplicable

4. Others

□Applicable √Inapplicable

(III) Commitments of the Company or shareholders with an over 5% shareholding made in or carried
down into the reporting period

□Applicable √Inapplicable

(IV) Predict the 2012 annual operating results

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

(V) Other significant events that need to be explained


1. Securities investment

√Applicable □Inapplicable
                                                                                                    Proportion in
                                                                         Number of
                                                                Initial                  Closing       the total   Gain/loss in
                                                                        shares held at
 Serial     Variety of         Code of          Abbr. of     investment                  carrying       closing   the reporting
                                                                             the
  No.       securities        securities       securities      amount                    amount       securities period (RMB
                                                                         period-end
                                                            (RMB Yuan)                 (RMB Yuan)    investment       Yuan)
                                                                           (Share)
                                                                                                    amount (%)
Other securities investments held at the period-end                0         --           0              0             0
Gain/loss on selling securities in the reporting period            --        --           --             --        248,634.25
Total                                                              0         --           0            100%        248,634.25
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. Investments in derivatives

□Applicable √Inapplicable




                                                                                                                                  4
3. Derivative investments held at the period-end

□Applicable √Inapplicable

4. Researches, visits and interviews received in the reporting period

                                                                                                      Main discussion and
 Time of reception       Place of reception   Way of reception     Visitor type          Visitor     materials provided by the
                                                                                                             Company
                                                                                                       Main situation of the
    23 Feb. 2012          The Company            By phone           Individual          Investor
                                                                                                       Company’s operation
                                                                                                       Main situation of the
    18 Apr. 2012          The Company            By phone           Individual          Investor
                                                                                                       Company’s operation
                                                                                                       Main situation of the
   24 May 2012            The Company            By phone           Individual          Investor
                                                                                                       Company’s operation


5. Corporate bonds issued

Any corporate bonds issued?
□ Yes √ No

IV. Appendix

(I) Financial statements

Consolidated statements or not?
√ Yes □ No □ Inapplicable
The currency unit for data of the financial statements below is RMB Yuan unless otherwise specified.

1. Consolidated balance sheet

Prepared by Changchai Company, Limited
                                                                                                               Unit: RMB Yuan
                              Item                               Balance as at 30 Sept. 2012       Balance as at 30 Jun. 2012
Current Assets:
  Monetary funds                                                             675,153,278.92                   553,742,666.81
  Settlement reserves
  Intra-group lendings
  Transactional financial assets
  Notes receivable                                                           196,865,867.00                   181,698,938.60
  Accounts receivable                                                        493,914,263.53                   360,837,278.55
  Accounts paid in advance                                                       25,622,680.75                  42,882,876.51
  Premiums receivable
  Reinsurance premiums receivable
  Receivable reinsurance contract reserves
  Interest receivable
   Dividend receivable
  Other accounts receivable                                                      22,387,544.06                  11,062,647.69


                                                                                                                                 5
  Financial assets purchased under agreements to resell
  Inventories                                                     314,338,288.36     471,067,741.38
  Non-current assets due within 1 year
  Other current assets                                                 42,561.36
Total current assets                                             1,728,324,483.98   1,621,292,149.54
Non-current assets:
  Loans by mandate and advances granted
  Available-for-sale financial assets                             444,576,500.00     420,057,000.00
  Held-to-maturity investments
  Long-term accounts receivable
  Long-term equity investment                                      63,816,940.34      63,763,414.34
  Investing property                                               64,458,137.63      66,114,393.23
  Fixed assets                                                    550,940,297.35     428,903,574.63
  Construction in progress                                        136,108,332.06     180,718,077.33
  Engineering materials
  Disposal of fixed assets
  Production biological assets
  Oil-gas assets
  Intangible assets                                                86,631,166.31      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                                      1,347,444,081.01   1,248,796,245.19
Total assets                                                     3,075,768,564.99   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                                                   315,895,260.00     278,080,000.00
  Accounts payable                                                571,239,650.42     495,048,237.44
  Accounts received in advance                                     70,288,237.89      64,357,833.51
  Financial assets sold for repurchase
  Handling charges and commissions payable
  Employee’s compensation payable                                 17,354,396.43      45,290,276.02
  Tax payable                                                      -35,545,297.54     -61,296,208.84
  Interest payable
  Dividend payable                                                   3,891,433.83       3,891,433.83



                                                                                                  6
  Other accounts payable                                                          158,521,115.36                  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                                                          1,697,819.62                    1,203,137.39
Total current liabilities                                                       1,143,342,616.01                1,021,985,072.73
Non-current liabilities:
  Long-term borrowings
  Bonds payable
  Long-term payables
  Specific payables
  Estimated liabilities
  Deferred income tax liabilities                                                  60,405,300.00                    56,727,375.00
  Other non-current liabilities                                                    63,115,720.07                    34,962,420.07
Total non-current liabilities                                                     123,521,020.07                    91,689,795.07
Total liabilities                                                               1,266,863,636.08                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                                                                515,661,823.76                  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                                                                440,963,164.92                  409,368,310.58
  Foreign exchange difference                                                          -16,101.92                       -17,840.00
Total equity attributable to owners of the Company                              1,795,139,835.13                1,742,701,667.71
  Minority interests                                                               13,765,093.78                    13,711,859.22
Total owners’ (or shareholders’) equity                                       1,808,904,928.91                1,756,413,526.93
Total liabilities and owners’ (or shareholders’) equity                       3,075,768,564.99                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

Prepared by Changchai Company, Limited
                                                                                                                   Unit: RMB Yuan
                                Item                                  Balance as at 30 Sept. 2012      Balance as at 30 Jun. 2012
Current Assets:
  Monetary funds                                                                  617,416,760.40                  523,688,773.83
  Transactional financial assets
  Notes receivable                                                                196,465,867.00                  176,278,938.60


                                                                                                                                    7
  Accounts receivable                          449,247,842.64     325,793,527.31
  Accounts paid in advance                      14,314,271.14      20,811,380.78
  Interest receivable
   Dividend receivable
  Other accounts receivable                       8,587,984.82       9,201,636.94
  Inventories                                  258,211,204.72     401,674,909.70
  Non-current assets due within 1 year
  Other current assets
Total current assets                          1,544,243,930.72   1,457,449,167.16
Non-current assets:
  Available-for-sale financial assets          444,576,500.00     420,057,000.00
  Held-to-maturity investments
  Long-term accounts receivable
  Long-term equity investment                  184,235,180.34     134,181,654.34
  Investing property                            64,458,137.63      66,114,393.23
  Fixed assets                                 501,114,323.08     376,208,390.40
  Construction in progress                      74,570,226.47     161,315,910.30
  Engineering materials
  Disposal of fixed assets
  Production biological assets
  Oil-gas assets
  Intangible assets                             84,502,574.87      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                   1,354,369,649.71   1,244,947,832.25
Total assets                                  2,898,613,580.43   2,702,396,999.41
Current liabilities:
  Short-term borrowings
  Transactional financial liabilities
  Notes payable                                304,895,260.00     271,080,000.00
  Accounts payable                             516,463,142.58     441,996,929.38
  Accounts received in advance                  70,114,356.01      64,183,951.63
  Employee’s compensation payable              13,382,178.23      40,157,951.71
  Tax payable                                   -28,209,748.17     -56,938,401.59
  Interest payable
  Dividend payable                                3,243,179.97       3,243,179.97
  Other accounts payable                       154,071,670.25     125,268,578.76
  Non-current liabilities due within 1 year                        30,000,000.00
  Other current liabilities



                                                                               8
Total current liabilities                                       1,033,960,038.87                  918,992,189.86
Non-current liabilities:
  Long-term borrowings
  Bonds payable
  Long-term payables
  Specific payables
  Estimated liabilities
  Deferred income tax liabilities                                  60,405,300.00                    56,727,375.00
  Other non-current liabilities                                    63,115,720.07                    34,962,420.07
Total non-current liabilities                                     123,521,020.07                    91,689,795.07
Total liabilities                                               1,157,481,058.94                1,010,681,984.93
Owners’ equity (or shareholders’ equity)
  Paid-up capital (or share capital)                              561,374,326.00                  561,374,326.00
  Capital reserves                                                525,341,009.95                  504,499,434.95
  Less: Treasury stock
  Specific reserves
  Surplus reserves                                                277,156,622.37                  277,156,622.37
  Provisions for general risks
  Retained profits                                                377,260,563.17                  348,684,631.16
  Foreign exchange difference
Total owners’ (or shareholders’) equity                       1,741,132,521.49                1,691,715,014.48
Total liabilities and owners’ (or shareholders’) equity       2,898,613,580.43                2,702,396,999.41

Legal representative: Xue Guojun                              Person-in-charge of the accounting work: He Jianguang

Chief of the accounting division: Jiang He

3. Consolidated income statement for the reporting period

Prepared by Changchai Company, Limited
                                                                                                   Unit: RMB Yuan
                                Item                        Jul.-Sept. 2012                 Jul.-Sept. 2011
I. Total operating revenues                                       671,172,774.03                  717,404,575.83
Including: Sales income                                           671,172,774.03                  717,404,575.83
          Interest income                                                   0.00                            0.00
          Premium income                                                    0.00                            0.00
          Handling charge and commission income                             0.00                            0.00
II. Total operating cost                                          659,159,825.77                  704,121,102.81
Including: Cost of sales                                          606,064,417.86                  658,013,282.50
          Interest expenses                                                 0.00                            0.00
          Handling charge and commission expenses                           0.00                            0.00
          Surrenders                                                        0.00                            0.00
          Net claims paid                                                   0.00                            0.00
          Net amount withdrawn for the insurance contract
reserve                                                                       0.00                             0.00



                                                                                                                  9
        Expenditure on policy dividends                                                    0.00                               0.00
        Reinsurance premium                                                                0.00                               0.00
        Taxes and associate charges                                                  122,595.54                          39,732.82
       Selling and distribution expenses                                          29,155,061.50                      21,292,914.25
       Administrative expenses                                                    29,230,879.36                      29,973,163.76
       Financial expenses                                                         -5,413,128.49                      -5,313,911.20
       Asset impairment loss                                                               0.00                         115,920.68
Add: Gain/(loss) from change in fair value (“-” means loss)                              0.00                          66,665.37
      Gain/(loss) from investment (“-” means loss)                                 391,280.02                         662,630.60
      Including: share of profits in associates and joint ventures                         0.00                               0.00
      Foreign exchange gains (“-” means loss)
III. Business profit (“-” means loss)                                           12,404,228.28                      14,012,768.99
     Add: non-operating income                                                     3,548,061.58                       1,597,650.72
     Less: non-operating expense                                                     849,480.87                       1,087,204.64
            Including: loss from non-current asset disposal
IV. Total profit (“-” means loss)                                               15,102,808.99                      14,523,215.07
     Less: Income tax expense                                                      2,248,761.65                       2,926,708.23
V. Net profit (“-” means loss)                                                  12,854,047.34                      11,596,506.84
     Including: Net profit achieved by combined parties before
the combinations
     Attributable to owners of the Company                                        13,019,902.39                      11,344,048.95
     Minority shareholders’ income                                                 -165,855.05                         252,457.89
VI. Earnings per share                                                                     0.00
     (I) Basic earnings per share                                                          0.02                               0.02
     (II) Diluted earnings per share                                                       0.02                               0.02
VII. Other comprehensive incomes                                                 -61,473,445.00                     -76,770,300.00
VIII. Total comprehensive incomes                                                -48,619,397.66                     -65,173,793.16
     Attributable to owners of the Company                                       -48,453,542.61                     -65,426,251.05
     Attributable to minority shareholders                                          -165,855.05                         252,457.89
Where business mergers under the same control occurred in this reporting period, the net profit achieved by the merged parties before
the business mergers was RMB 0.

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 for the reporting period

Prepared by Changchai Company, Limited
                                                                                                                    Unit: RMB Yuan
                                   Item                                   Jul.-Sept. 2012                    Jul.-Sept. 2011
I. Total sales                                                                  672,295,030.38                     701,132,650.12
  Less: cost of sales                                                           612,557,291.91                     648,525,159.87
        Business taxes and surcharges
        Distribution expenses                                                     28,410,037.87                      19,694,458.28
        Administrative expenses                                                   25,069,050.95                      25,925,361.25
        Financial costs                                                           -6,052,706.17                      -5,688,860.58




                                                                                                                                  10
          Impairment loss                                                           0.00                     191,589.46
  Add: gain/(loss) from change in fair value (“-” means loss)                     0.00
          Gain/(loss) from investment (“-” means loss)                            0.00
        Including: income form investment on associates and
joint ventures                                                                      0.00
II. Business profit (“-” means loss)                                   12,311,355.82                    12,484,941.84
  Add: non-business income                                                 3,485,979.08                    1,501,816.70
  Less: non-business expense                                                 849,480.87                      907,204.64
          Including: loss from non-current asset disposal                           0.00
III. Total profit (“-” means loss)                                     14,947,854.03                    13,079,553.90
  Less: income tax expense                                                 2,341,622.96                    2,546,977.59
IV. Net profit    (“-” means loss)                                     12,606,231.07                    10,532,576.31
V. Earnings per share                                                                                                   --
  (I) Basic earnings per share                                                      0.02                             0.02
  (II) Diluted earnings per share                                                   0.02                             0.02
VI. Other comprehensive income                                          -61,457,343.08                   -76,770,300.00
VII. Total comprehensive income                                         -48,851,112.01                   -66,237,723.69

Legal representative: Xue Guojun                                    Person-in-charge of the accounting work: He Jianguang

Chief of the accounting division: Jiang He

5. Consolidated income statement from 1 Jan. 2012 to 30 Sept. 2012

Prepared by Changchai Company, Limited
                                                                                                         Unit: RMB Yuan
                                 Item                             Jan.-Sept. 2012                 Jan.-Sept. 2011
I. Total operating revenues                                           2,270,652,986.78                2,419,952,685.07
  Including: Sales income                                             2,270,652,986.78                2,419,952,685.07
          Interest income
          Premium income
          Handling charge and commission income
II. Total operating cost                                              2,236,396,291.76                2,375,953,265.63
  Including: Cost of sales                                            2,079,015,811.58                2,221,767,267.72
          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                                       284,569.97                       352,978.07
       Selling and distribution expenses                                 87,571,361.21                    74,474,811.16
       Administrative expenses                                           77,372,786.60                    89,803,118.94
       Financial expenses                                               -12,070,987.91                   -10,989,371.65



                                                                                                                       11
       Asset impairment loss                                                   4,222,750.31                        544,461.39
  Add: Gain/(loss) from change in fair value (“-” means loss)                        0.00
        Gain/(loss) from investment (“-” means loss)                         9,345,269.21                    10,944,941.80
       Including: share of profits in associates and joint
ventures
        Foreign exchange gains (“-” means loss)
III. Business profit (“-” means loss)                                       43,601,964.23                    54,944,361.24
  Add: non-operating income                                                   10,658,002.42                    10,600,239.05
  Less: non-operating expense                                                  3,628,699.67                     3,463,235.23
            Including: loss from non-current asset disposal                      601,158.15                            679.5
IV. Total profit (“-” means loss)                                           50,631,266.98                    62,081,365.06
  Less: Income tax expense                                                     7,755,691.56                    12,557,874.83
V. Net profit (“-” means loss)                                              42,875,575.42                    49,523,490.23
  Including: Net profit achieved by combined parties before
the combinations
  Attributable to owners of the Company                                       42,822,340.86                    48,500,663.65
  Minority shareholders’ income                                                  53,234.56                     1,022,826.58
VI. Earnings per share
     (I) Basic earnings per share                                                      0.08                             0.09
     (II) Diluted earnings per share                                                   0.08                             0.09
VII. Other comprehensive incomes                                              20,825,473.08                  -289,309,825.00
VIII. Total comprehensive incomes                                             63,701,048.50                  -239,786,334.77
     Attributable to owners of the Company                                    63,647,813.94                  -240,809,161.35
     Attributable to minority shareholders                                        53,234.56                     1,022,826.58
Where business mergers under the same control occurred from 1 Jan. 2012 to 30 Sept. 2012, the net profit achieved by the merged
parties before the business mergers was RMB 0.

Legal representative: Xue Guojun                                         Person-in-charge of the accounting work: He Jianguang

Chief of the accounting division: Jiang He

6. Income statement of the Company from 1 Jan. 2012 to 30 Sept. 2012

Prepared by Changchai Company, Limited
                                                                                                              Unit: RMB Yuan
                                   Item                               Jan.-Sept. 2012                   Jan.-Sept. 2011
I. Total sales                                                             2,279,355,189.12                 2,399,918,675.77
  Less: cost of sales                                                      2,109,491,494.48                 2,225,054,409.25
        Business taxes and surcharges
        Distribution expenses                                                 83,359,214.53                    69,751,471.22
        Administrative expenses                                               66,420,036.70                    77,631,247.87
        Financial costs                                                      -14,208,899.98                   -11,773,361.58
        Impairment loss                                                        2,873,555.97                        497,121.16
  Add: gain/(loss) from change in fair value (“-” means loss)                                                           0.00
        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)                                        40,143,313.42                    48,872,787.85



                                                                                                                            12
  Add: non-business income                                                   10,358,441.19                    10,335,983.27
  Less: non-business expense                                                   3,598,699.67                    3,267,411.49
        Including: loss from non-current asset disposal
III. Total profit (“-” means loss)                                         46,903,054.94                    55,941,359.63
  Less: income tax expense                                                     7,099,636.41                   10,752,028.41
IV. Net profit   (“-” means loss)                                          39,803,418.53                    45,189,331.22
V. Earnings per share                                                                     --                                --
  (I) Basic earnings per share                                                          0.07                             0.08
  (II) Diluted earnings per share                                                       0.07                             0.08
VI. Other comprehensive income                                               20,841,575.00                 -289,309,825.00
VII. Total comprehensive income                                              60,644,993.53                 -244,120,493.78

Legal representative: Xue Guojun                                        Person-in-charge of the accounting work: He Jianguang

Chief of the accounting division: Jiang He

7. Consolidated cash flow statement from 1 Jan. 2012 to 30 Sept. 2012

Prepared by Changchai Company, Limited
                                                                                                             Unit: RMB Yuan
                                Item                                  Jan.-Sept. 2012                 Jan.-Sept. 2011
I. Cash flows from operating activities:
  Cash received from sale of commodities and rendering of
service                                                                   2,479,975,403.78                2,383,560,332.63
  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                                                       35,367,420.36                    32,867,492.58
  Other cash received relating to operating activities                       22,976,306.45                    15,249,503.37
Subtotal of cash inflows from operating activities                        2,538,319,130.59                2,431,677,328.58
  Cash paid for goods and services                                        2,002,703,541.64                2,302,191,554.95
  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




                                                                                                                           13
  Cash for paying policy dividends
  Cash paid to and for employees                                      210,280,450.37     202,548,309.30
  Various taxes paid                                                   18,164,480.31      40,581,167.79
  Other cash payment relating to operating activities                  57,915,944.93      60,567,089.57
Subtotal of cash outflows from operating activities                  2,289,064,417.25   2,605,888,121.61
Net cash flows from operating activities                              249,254,713.34    -174,210,793.03
II. Cash flows from investing activities:
  Cash received from withdrawal of investments                         25,411,478.96         301,022.70
  Cash received from return on investments                              9,291,743.21       11,117,165.30
  Net cash received from disposal of fixed assets, intangible
assets and other long-term assets                                       3,919,173.12      20,489,503.33
  Net cash received from disposal of subsidiaries or other
business units
  Other cash received relating to investing activities                                     5,190,000.00
Subtotal of cash inflows from investing activities                     38,622,395.29      37,097,691.33
  Cash paid to acquire fixed assets, intangible assets and other
long-term assets                                                      110,045,831.74     108,903,627.66
  Cash paid for investment                                             25,314,584.51
  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                   145,360,416.25     108,903,627.66
Net cash flows from investing activities                             -106,738,020.96      -71,805,936.33
III. Cash Flows from Financing Activities:
  Cash received from capital contributions
  Including: Cash received         from     minority   shareholder
investments by subsidiaries
  Cash received from borrowings                                        38,000,000.00      53,000,000.00
  Cash received from issuance of bonds
  Other cash received relating to financing activities                          0.00
Subtotal of cash inflows from financing activities                     38,000,000.00      53,000,000.00
  Repayment of borrowings                                              65,000,000.00      42,000,000.00
   Cash paid for interest expenses and distribution of dividends
or profit                                                              15,140,354.74       3,407,268.67
   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                   80,140,354.74      45,407,268.67
Net cash flows from financing activities                               -42,140,354.74      7,592,731.33
IV. Effect of foreign exchange rate changes on cash and cash
equivalents                                                                -16,101.92          -5,458.08
V. Net increase in cash and cash equivalents                          100,360,235.72     -238,429,456.11
  Add: Opening balance of cash and cash equivalents                   470,293,043.20     763,106,649.01
VI. Closing balance of cash and cash equivalents                      570,653,278.92     524,677,192.90




                                                                                                     14
Legal representative: Xue Guojun                                     Person-in-charge of the accounting work: He Jianguang

Chief of the accounting division: Jiang He

8. Cash flow statement of the Company from 1 Jan. 2012 to 30 Sept. 2012

Prepared by Changchai Company, Limited
                                                                                                          Unit: RMB Yuan
                              Item                                 Jan.-Sept. 2012                 Jan.-Sept. 2011
I. Cash flows from operating activities:
  Cash received from sale of commodities and rendering of
service                                                                2,468,469,003.67                2,381,649,837.76
  Tax refunds received                                                    33,832,517.49                    32,000,570.49
  Other cash received relating to operating activities                    21,697,903.64                    14,276,155.80
Subtotal of cash inflows from operating activities                     2,523,999,424.80                2,427,926,564.05
  Cash paid for goods and services                                     2,020,830,436.91                2,353,504,480.19
  Cash paid to and for employees                                         187,784,743.36                  178,631,425.91
  Various taxes paid                                                      14,261,545.55                    33,111,496.23
  Other cash payment relating to operating activities                     48,763,109.45                    55,425,007.34
Subtotal of cash outflows from operating activities                    2,271,639,835.27                2,620,672,409.67
Net cash flows from operating activities                                 252,359,589.53                 -192,745,845.62
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                                           3,876,030.24                   20,143,379.50
  Net cash received from disposal of subsidiaries or other
business units
  Other cash received relating to investing activities                                                      5,190,000.00
Subtotal of cash inflows from investing activities                        12,546,030.24                    35,448,379.50
  Cash paid to acquire fixed assets, intangible assets and other
long-term assets                                                          88,643,351.47                    85,295,916.52
  Cash paid for investment                                                50,000,000.00                     1,278,440.00
  Net cash paid to acquire subsidiaries and other business units
  Other cash payments relating to investing activities
Subtotal of cash outflows from investing activities                      138,643,351.47                    86,574,356.52
Net cash flows from investing activities                                -126,097,321.23                   -51,125,977.02
III. Cash Flows from Financing Activities:
  Cash received from capital contributions
  Cash received from borrowings
  Cash received from issuance of bonds
  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                                                                 12,584,658.12                     1,476,035.37



                                                                                                                        15
  Other cash payments relating to financing activities
Sub-total of cash outflows from financing activities               42,584,658.12                      1,476,035.37
Net cash flows from financing activities                          -42,584,658.12                     -1,476,035.37
IV. Effect of foreign exchange rate changes on cash and cash
equivalents
V. Net increase in cash and cash equivalents                       83,677,610.18                  -245,347,858.01
  Add: Opening balance of cash and cash equivalents               440,239,150.22                   727,580,790.13
VI. Closing balance of cash and cash equivalents                  523,916,760.40                   482,232,932.12

Legal representative: Xue Guojun                               Person-in-charge of the accounting work: He Jianguang

Chief of the accounting division: Jiang He

(II) Audit report

Auditor’s opinion             Un-audited




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