2015 Semi-annual Report of Changchai Company, Limited CHANGCHAI COMPANY, LIMITED 2015 Semi-annual Report 20 August 2015 1 2015 Semi-annual Report of Changchai Company, Limited Section I. Important Reminders, Contents & Definition The Board of Directors, the Supervisory Committee as well as all directors, supervisors and senior management staff of Changchai Company, Limited (hereinafter referred to as “the Company”) warrant that this report is factual, accurate and complete without any false record, misleading statement or material omission. And they shall be jointly and severally liable for that. Except for the follow directors, others are present the meeting of the Board for deliberating the semi-annual report of the Company in person. Name of director Position Reason for absence Name of authorized absent director LI Minghui Independent Director On business Shen Ningwu The Company plans not to distribute cash dividends or bonus shares or turn capital reserve into share capital. Mr. Xue Guojun, company principal, Mr. He Jianguang, chief of the accounting work, and Mr. Jiang He, chief of the accounting organ (chief of accounting), hereby confirm that the Financial Report enclosed in this report is factual, accurate and complete. English Translation for Reference Only. Should there be any discrepancy between the two versions, the Chinese version shall prevail. 2 2015 Semi-annual Report of Changchai Company, Limited Contents 2015 Semi-annual Report.....................................................................................................................1 Section I. Important Reminders, Contents & Definition .....................................................................2 Section II. Company Profile.................................................................................................................5 Section III. Highlights of Accounting Data & Financial Indicators ....................................................7 Section IV. Report of the Board of Directors.......................................................................................9 Section V. Significant Events.............................................................................................................18 Section VI. Change in Shares & Shareholders ..................................................................................23 Section VII. Preferred Shares.............................................................................................................27 Section VIII. Directors, Supervisors & Senior Management Staff ....................................................27 Section IX. Financial Report..............................................................................................................28 Section X. Documents Available for Reference...............................................................................122 3 2015 Semi-annual Report of Changchai Company, Limited Definition Refers Term Definition to Refers Company, the Company, Changchai Changchai Company, Limited to Refers Changchai Benniu Chuangzhou Changchai Benniu Diesel Engine Fittings Co., Ltd. to Refers Changchai Wanzhou Changchai Wanzhou Diesel Engine Co., Ltd to Refers Housheng Investment Changzhou Housheng Investment Co., Ltd. to Refers Housheng Agricultural Equipment Changzhou Changchai Housheng Agricultural Equipment Co., Ltd. to Fuji Robin Refers Changzhou Changchai Fuji Robin Gasoline Engine Co., Ltd. Refers Yuan, Ten thousand Yuan RMB Yuan, RMB Ten thousand to Refers Reporting period 1 Jan. 2015-30 Jun. 2015 to 4 2015 Semi-annual Report of Changchai Company, Limited Section II. Company Profile I. Basic information of the Company Stock abbreviation SCCA, SCCB Stock code 000570, 200570 Stock exchange listed with Shenzhen Stock Exchange Chinese name of the Company 常柴股份有限公司 Abbr. of the Chinese name of the 苏常柴 Company English name of the Company CHANGCHAI COMPANY,LIMITED Abbr. of the English name of the CHANGCHAI CO.,LTD. Company Legal representative of the Xue Guojun Company II. Contact information Company Secretary Securities Affairs Representative Name Shi Jianchun He Jianjiang 123 Huaide Middle Road, Changzhou, 123 Huaide Middle Road, Changzhou, Contact address Jiangsu, China Jiangsu, China Tel. (86)519-86610041 (86)519-68683155 Fax (86)519-86630954 (86)519-86630954 E-mail ccsjc@changchai.com cchjj@changchai.com III. Other information 1. Ways to contact the Company Did any change occur to the registered address, office address and their postal codes, website address and email address of the Company during the reporting period? □ Applicable √ Inapplicable The registered address, office address and their postal codes, website address and email address of the Company did not change during the reporting period. The said information can be found in the 2014 Annual Report. 2. About information disclosure and where this report is placed Did any change occur to information disclosure media and where this report is placed during the reporting period? 5 2015 Semi-annual Report of Changchai Company, Limited □ Applicable √ Inapplicable The newspapers designated by the Company for information disclosure, the website designated by CSRC for disclosing this report and the location where this report is placed did not change during the reporting period. The said information can be found in the 2014 Annual Report. 3. Change of the registered information Did any change occur to the registered information during the reporting period? □ Applicable √ Inapplicable The registration date and place of the Company, its business license No., taxation registration No. and organizational code did not change during the reporting period. The said information can be found in the 2014 Annual Report. 6 2015 Semi-annual Report of Changchai Company, Limited Section III. Highlights of Accounting Data & Financial Indicators I. Major accounting data and financial indicators Does the Company adjust retrospectively or restate accounting data of previous years due to change of any accounting policy or correction of any accounting error? □ Yes √ No Reporting period Same period of last year YoY +/- (%) Operating revenues (RMB Yuan) 1,359,895,900.69 1,339,876,201.72 1.49% Net profit attributable to shareholders of the 37,563,399.18 34,303,430.49 9.50% Company (RMB Yuan) Net profit attributable to shareholders of the Company after extraordinary gains and losses 35,710,619.28 33,519,687.43 6.54% (RMB Yuan) Net cash flows from operating activities 46,727,741.12 -30,355,787.85 —— (RMB Yuan) Basic EPS (RMB Yuan/share) 0.07 0.06 16.67% Diluted EPS (RMB Yuan/share) 0.07 0.06 16.67% Weighted average ROE (%) 1.85% 1.88% -0.03% As at the end of the As at the end of last year +/- (%) reporting period Total assets (RMB Yuan) 3,393,725,938.24 3,166,783,758.18 7.17% Net assets attributable to shareholders of the 2,121,204,022.93 1,936,936,835.27 9.51% Company (RMB Yuan) II. Differences between accounting data under domestic and overseas accounting standards 1. Differences of net profit and net assets disclosed in financial reports prepared under international and Chinese accounting standards □ Applicable √ Inapplicable No difference. 2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting standards □ Applicable √ Inapplicable No difference. 7 2015 Semi-annual Report of Changchai Company, Limited 3. Explain reasons for the differences between accounting data under domestic and overseas accounting standards □ Applicable √ Inapplicable III. Items and amounts of extraordinary gains and losses √ Applicable □ Inapplicable Unit: RMB Yuan Item Amount Explanation Gains/losses on the disposal of non-current assets (including the 106,674.56 offset part of asset impairment provisions) Government grants recognized in the current period, except for those acquired in the ordinary course of business or granted at 2,573,286.81 certain quotas or amounts according to the country’s unified standards Capital occupation charges on non-financial enterprises that are 981,088.78 recorded into current gains and losses Gains and losses on change in fair value from tradable financial assets and tradable financial liabilities, as well as investment income from disposal of tradable financial assets and tradable 409,642.19 financial liabilities and financial assets available for sales except for effective hedging related with normal businesses of the Company Non-operating income and expenses other than the above -1,848,228.92 Less: Income tax effects 380,667.93 Minority interests effects (after tax) -10,984.41 Total 1,852,779.90 Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item □ Applicable √ Inapplicable No such cases in the reporting period. 8 2015 Semi-annual Report of Changchai Company, Limited Section IV. Report of the Board of Directors I. Overview For the first half of 2015, the Company totally sold 487,000 units of various diesel engines and generator sets, down 9.46% over the same period of last year, including 403,000 units of single-cylinder diesel engines (a year-on-year decrease of 12.22%), and 79,500 units of multi-cylinder diesel engines (a year-on-year increase of 8.76%). It achieved a sales income of RMB 1,359,895,900, up 1.49% from the same period of last year; and net profit attributable to shareholders of the Company of RMB 37.5634 million, up 9.50% on the year-on-year basis. In the reporting period, macro-economic development entered a gear-shifting period amid transformation for upgrading. The changes in the ways and focuses of state subsidization for agricultural machinery as well as the stricter emission policies for trucks led to fierce competition in the market of diesel engines for automobile. The production and sales volumes of our single-cylinder diesel engines dropped from the same period of last year due to the overcapacity and the downsized total available market, but the volumes still topped the industry. Meanwhile, we achieved preliminary results in adjusting our product mix, with a larger proportion of multi-cylinder diesel engines in the total sales income as well as a faster-growing sales volume of multi-cylinder diesel engines for harvesters and roller tractors. In the reporting period, we also achieved better gross profits and net profits than the same period of last year due to our good cost control amid low prices of raw and auxiliary materials. II. Main business analysis YoY change of major financial data: Unit: RMB Yuan Reporting period Same period of last year YoY +/- % Main reasons for change Operating revenues 1,359,895,900.69 1,339,876,201.72 1.49% Operating costs 1,179,073,102.73 1,165,484,758.63 1.17% Selling expenses 58,059,098.92 58,523,814.07 -0.79% Administrative expenses 84,401,024.18 82,882,576.84 1.83% Financial expenses -6,673,703.74 -7,132,562.78 —— Income tax expenses 7,503,443.33 7,094,145.06 5.77% R&D inputs 35,771,589.22 35,653,949.24 0.33% Net cash flows from 46,727,741.12 -30,355,787.85 —— operating activities Net cash flows from -65,286,749.02 -95,192,599.69 —— investing activities Net cash flows from -17,079,395.46 -8,974,014.89 —— financing activities Net increase in cash and -35,638,403.36 -134,484,653.68 —— 9 2015 Semi-annual Report of Changchai Company, Limited cash equivalents Major changes to the profit structure or sources of the Company during the reporting period: □ Applicable √ Inapplicable No major changes occurred to the profit structure or sources of the Company during the reporting period. Reporting period progress of the future development planning in the disclosed documents of the Company such as share-soliciting prospectuses, offering prospectuses, asset reorganization reports, etc.: □ Applicable √ Inapplicable Overview of the reporting period progress of the business plans disclosed in previous periods: The progress of the business plans of Y2015 that disclosed in the 2014 annual report was normal during the reporting period. III. Breakdown of main business Unit: RMB Yuan Increase/decrease Increase/decrease Increase/decrease Gross profit of operating Operating revenues Operating costs of operating costs of gross profit rate revenues over last over last year rate over last year year Classified by industry Internal combustion 1,350,510,775.34 1,173,357,978.37 13.12% 1.78% 1.28% 0.43% engine Classified by product Diesel engines 1,350,510,775.34 1,173,357,978.37 13.12% 1.78% 1.28% 0.43% Classified by region Domestic 1,245,394,090.93 1,071,606,955.97 13.95% 1.85% 1.35% 0.44% Overseas 105,116,684.41 101,751,022.40 3.20% 0.96% 0.56% 0.39% V. Core competitiveness analysis 1. Brand advantage Incorporated in 1913, the Company has a history over 100 years, with its diesel engines well received both at home and abroad. The trademark of “Changchai” was the first among the production goods in the country to be recognized as a “Famous Trademark of China”. In 2005, the single-cylinder diesel engines of the Company were among the first to be titled as “Brandname Products of China”. In 2013, through the review and approval of General Administration of Quality Supervision, Inspection and Quarantine of the People’s Republic of China, the diesel engine products of the Company gained the export inspection-free qualification. In 2014, Changchai was awarded the honorary title of “Y2012-Y2013 State-level Enterprise of Observing Contracts and Keeping Promise” and had been awarded the title of “China Pacesetter Enterprise of Internal Combustion Engine and Accessories 10 2015 Semi-annual Report of Changchai Company, Limited Manufacturing Industry” for five years in a row. For decades, the Company developed in a sound manner and cultivated the “Changchai” brand, a famous small diesel engine brand of China with independent intellectual property rights. 2. Product advantage Currently, the Company is mainly engaged in small power single-cylinder and multi-cylinder diesel engines. It has a complete product range, a wide power level coverage, a high reputation and intellectual property rights for its main products. The sales of the single cylinder diesel had been China’ first for consecutive years. It owns a state-level technical center, a post doctoral scientific research station and Jiangsu Small-and Medium-power Internal Combustion Engine Engineering Research Center. Quite a few of its multi-cylinder diesel engines have passed the European Union EC certification and the America EPA certification. Besides, it has the capability to develop and put into pass production products meeting the national emission standard IV. 3. Sales network advantage The Company has built up a sales service network covering the whole country. With 11 marketing units, 31 sales service centers, over 400 service locations and 600 cooperation maintenance stations, the service network covering the major cities and the countryside, the Company is able to provide quality, efficient and timely services for its customers. VI. Investment analysis 1. Investments in equities of external parties (1) Investments in external parties □ Applicable √ Inapplicable (2) Equity-holdings in financial enterprises √ Applicable □ Inapplicable Gain/loss Initial Opening Closing in the Opening Closing Closing book Enterprise Enterprise investment equity-hol equity-hol reporting Accountin Equity equity-hol equity-hol value (RMB name variety cost (RMB dings dings period g title source ding ratio ding ratio Yuan) Yuan) (share) (share) (RMB Yuan) Bank of Long-term Commerci Promoter’s Jiangsu 38,000,000.00 38,000,000 0.42% 38,000,000 0.42% 38,000,000.00 0.00 equity al bank shares Co., Ltd. investment Total 38,000,000.00 38,000,000 -- 38,000,000 -- 38,000,000.00 0.00 -- -- (3) Investment in securities □ Applicable √ Inapplicable 11 2015 Semi-annual Report of Changchai Company, Limited The Company did not invest in any securities in the reporting period. (4) Explanation about shareholdings in other listed companies √ Applicable □ Inapplicable At the end of the reporting period, the Company held 72.25 million “Foton Motor” shares measured as available-for-sale financial assets and 50,000 “Ninghu Expressway” shares measured as a long-term equity investment. 2. Wealth management entrustment, derivative investments and entrustment loans (1) Wealth management entrustment √ Applicable □ Inapplicable Unit: RMB Ten thousand Principal Actual Related-p actually Impairme Payment gain/loss Name of Related-p arty Product Beginnin Ending recovered nt Expected Amount determina in trustee arty transactio variety g date date in provision gain tion reporting n or not reporting (if any) period period Wealth managem ent product Lump-su with m Bank of 2015/04/2 2015/10/2 No No guarantee 10,000,000 determina 0 0 22.94 0 Jiangsu 2 1 d tion upon principal maturity and floating gain Wealth managem ent product Lump-su with m Ping An 2015/01/2 2015/07/2 No No guarantee 10,000,000 determina 0 0 23.92 0 Bank 9 8 d tion upon principal maturity and floating gain 12 2015 Semi-annual Report of Changchai Company, Limited Total 20,000,000 -- -- -- 0 0 46.86 0 Source of the entrusted funds Our own idle funds Cumulative overdue principals and gains 0 Lawsuits (if applicable) Inapplicable Disclosure date of the board announcement approving the wealth management 2015/01/13 entrustment (if any) Disclosure date of the general meeting announcement approving the wealth management entrustment (if any) (2) Derivative investment □ Applicable √ Inapplicable The Company did not carry out any derivative investment in the reporting period. (3) Entrustment loans □ Applicable √ Inapplicable There were no entrustment loans in the reporting period. 3. Use of raised funds □ Applicable √ Inapplicable There was no any use of raised funds in the reporting period. 4. Analysis to main subsidiaries and stock-participating companies √ Applicable □ Inapplicable Main subsidiaries and stock-participating companies: Unit: RMB Yuan Main Company Company Registered Operating Operating Industry products/serv Total assets Net assets Net profit name variety capital revenues profit ices Production Machinery Changchai and sales of Subsidiary manufactur 55063000.00 161,874,643.07 106,884,890.68 67,632,681.97 -1,844,604.10 -1,232,772.87 Benniu diesel engine e fittings Changchai Machinery Production Subsidiary 35000000.00 131,960,175.85 108,822,191.59 46,544,637.20 2,089,186.30 1,748,347.34 Wanzhou manufactur and sales of 13 2015 Semi-annual Report of Changchai Company, Limited e diesel engine External investment Housheng Subsidiary Service and 30000000.00 34,657,503.17 33,941,890.45 177,000.00 1,187,290.16 1,040,226.53 Investment consulting service Production and sales of agricultural Housheng Machinery machinery Agricultural Subsidiary manufactur 10000000.00 9,080,360.36 6,875,312.49 898,135.12 -905,632.50 -905,911.21 product of Equipment e rice transplanter etc. Production Machinery Joint stock and sales of USD Fuji Robin manufactur 85,258,850.18 63,204,874.75 76,175,353.71 1,606,595.86 1,204,946.89 company gasoline 4500000.00 e engines 5. Significant projects invested with non-raised funds □ Applicable √ Inapplicable No significant projects of investments with non-raised funds during the reporting period. VI. Predict the operating results of Jan.-Sep. 2015 Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-begin to the end of the next reporting period according to prediction, as well as explanations on the reasons: □ Applicable √ Inapplicable VII. Explanation of the Board of Directors and Board of Supervisors on Non-standard Auditing Report issued by the CPA firm for the reporting period □ Applicable √ Inapplicable VIII. Explanation by the Board of Directors about the “non-standard audit report” for last year □ Applicable √ Inapplicable IX. Implementation of profit allocation during the reporting period Profit allocation plan implemented during the reporting period, especially execution and adjustment of the cash 14 2015 Semi-annual Report of Changchai Company, Limited dividend plan and the plan for turning capital reserve into share capital: √ Applicable □ Inapplicable On 19 May 2015, the Y2014 Annual General Meeting of the Company reviewed and approved the Y2014 Equity Distribution Proposal as: based on the current share capital of 561,374,326 shares, the Company distributed the cash (tax including) of RMB 0.20 Yuan for every 10 shares to the whole shareholders. On 16 Jun. 2015, the Company disclosed Y2014 Implementation Announcement on Equity Distribution. The register date of the A share equity of the equity distribution was: 24 Jun. 2015, the date of ex-right and ex-interest was: 25 Jun. 2015; the last trading date of B share was: 24 Jun. 2015, and the equity register date was 29 Jun. 2015 as well as the date of ex-right and ex-interest was: 25 Jun. 2015. Y2014 profits distribution had completed the execution. Special explanation of the cash dividend policy Whether conformed with the regulations of the Articles of association or the requirements of the Yes resolutions of the shareholders’ meeting: Whether the dividend standard and the proportion were definite and clear: Yes Whether the relevant decision-making process and the system were complete: Yes Whether the independent director acted dutifully and exerted the proper function: Yes Whether the medium and small shareholders had the chances to fully express their suggestions and Yes appeals, of which their legal interest had gained fully protection: Whether the conditions and the process met the regulations and was transparent of the adjustment or Yes altered of the cash dividend policy: X. Preplan for profit distribution and turning capital reserve into share capital for the reporting period □ Applicable √ Inapplicable The Company planed not to distribute cash dividends or bonus shares or turn capital reserve into share capital for the reporting period. XI. Researches, visits and interviews received in the reporting period √ Applicable □ Inapplicable Way of Main discussion and materials provided Time Place receptio Visitor type Visitor by the Company n List of the execution progress of the http://irm.cninfo.com.cn/s Individual 25 Jun. 2015 Other Individual national significant special project of the zse/ investor Company http://irm.cninfo.com.cn/s Individual List of the power industrial park planning 23 Jun. 2015 Other Individual zse/ investor of the Company 15 Jun. 2015 http://irm.cninfo.com.cn/s Other Individual Individual List of the shareholders number 15 2015 Semi-annual Report of Changchai Company, Limited zse/ investor http://irm.cninfo.com.cn/s Individual List of the stocks of Jiangsu Bank held 15 Jun. 2015 Other Individual zse/ investor by the Company http://irm.cninfo.com.cn/s Individual List of the power industrial park planning 3 Jun. 2015 Other Individual zse/ investor of the Company http://irm.cninfo.com.cn/s Individual Plan of the future development of the 26 May 2015 Other Individual zse/ investor Company http://irm.cninfo.com.cn/s Individual 25 May 2015 Other Individual zse/ investor List of the shareholders number http://irm.cninfo.com.cn/s Individual 24 May 2015 Other Individual zse/ investor List of the products of the Company http://irm.cninfo.com.cn/s Individual 19 May 2015 Other Individual zse/ investor List of the shareholders number http://irm.cninfo.com.cn/s Individual List of the joint stock company, Tsinghua 9 May 2015 Other Individual zse/ investor Investment Company http://irm.cninfo.com.cn/s Individual Plan of the future development of the 5 May 2015 Other Individual zse/ investor Company http://irm.cninfo.com.cn/s Individual Plan of the future development of the 4 May 2015 Other Individual zse/ investor Company http://irm.cninfo.com.cn/s Individual Whether there was reorganization 29 Apr. 2015 Other Individual zse/ investor intention of the Company http://irm.cninfo.com.cn/s Individual Plan of the future development of the 28 Apr. 2015 Other Individual zse/ investor Company http://irm.cninfo.com.cn/s Individual List of the state-owned enterprise reform 28 Apr. 2015 Other Individual zse/ investor and shareholding of the employees http://irm.cninfo.com.cn/s Individual List of the sales of the multi-cylinder 28 Apr. 2015 Other Individual zse/ investor diesel engine of the Company http://irm.cninfo.com.cn/s Individual List of the power industrial park planning 16 Apr. 2015 Other Individual zse/ investor of the Company http://irm.cninfo.com.cn/s Individual List of the power industrial park planning 15 Apr. 2015 Other Individual zse/ investor of the Company http://irm.cninfo.com.cn/s Individual 15 Apr. 2015 Other Individual zse/ investor List of the shareholders number http://irm.cninfo.com.cn/s Individual Plan of the future development of the 15 Apr. 2015 Other Individual zse/ investor Company http://irm.cninfo.com.cn/s Individual Plan of the future development of the 26 Mar. 2015 Other Individual zse/ investor Company http://irm.cninfo.com.cn/s Individual Plan of the future development of the 23 Mar. 2015 Other Individual zse/ investor Company 16 2015 Semi-annual Report of Changchai Company, Limited http://irm.cninfo.com.cn/s Individual Plan of the future development of the 22 Mar. 2015 Other Individual zse/ investor Company http://irm.cninfo.com.cn/s Individual 16 Mar. 2015 Other Individual Stocks price of the Company zse/ investor http://irm.cninfo.com.cn/s Individual List of the influences of the Internet of 15 Mar. 2015 Other Individual zse/ investor the Company http://irm.cninfo.com.cn/s Individual Plan of the future development of the 12 Mar. 2015 Other Individual zse/ investor Company http://irm.cninfo.com.cn/s Individual Plan of the future development of the 12 Mar. 2015 Other Individual zse/ investor Company http://irm.cninfo.com.cn/s Individual List of the newly appointed Independent 12 Mar. 2015 Other Individual zse/ investor Director of the Company http://irm.cninfo.com.cn/s Individual List of the reform of the diversified o 8 Mar. 2015 Other Individual zse/ investor wnership of the Company http://irm.cninfo.com.cn/s Individual 1 Mar. 2015 Other Individual List of the agricultural informatization zse/ investor http://irm.cninfo.com.cn/s Individual List of the external cooperation of the 27 Feb. 2015 Other Individual zse/ investor Company http://irm.cninfo.com.cn/s Individual List of the external cooperation of the 27 Feb. 2015 Other Individual zse/ investor Company http://irm.cninfo.com.cn/s Individual List of the reform of the diversified o 25 Feb. 2015 Other Individual zse/ investor wnership of the Company http://irm.cninfo.com.cn/s Individual Relevant situation of the products of the 16 Feb. 2015 Other Individual zse/ investor Company http://irm.cninfo.com.cn/s Individual 9 Feb. 2015 Other Individual List of the shareholders number zse/ investor http://irm.cninfo.com.cn/s Individual 21 Jan. 2015 Other Individual List of the state-owned enterprise reform zse/ investor http://irm.cninfo.com.cn/s Individual 19 Jan. 2015 Other Individual List of the agricultural modernization zse/ investor http://irm.cninfo.com.cn/s Individual 14 Jan. 2015 Other Individual Stocks price movements of the Company zse/ investor http://irm.cninfo.com.cn/s Individual 13 Jan. 2015 Other Individual List of the shareholders of the Company zse/ investor http://irm.cninfo.com.cn/s Individual 12 Jan. 2015 Other Individual Stocks price of the Company zse/ investor http://irm.cninfo.com.cn/s Individual 1 Jan. 2015 Other Individual List of the shareholders of the Company zse/ investor 17 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Section V. Significant Events I. Corporate governance In the reporting period, the Company was strictly in line with laws, statutes such as Company Law, Securities Laws, Code of Corporate Governance of Listed Companies, Guide Opinion on Establishment of Independent Director System by Listed Companies and Guidelines on Internal Controls of Listed Companies and so on, continuously perfected corporate governance, established and accomplished internal management and control system, consistently and deeply put forward corporate governance activities, so as to further normalized operation of the Company, raising corporate governance level, laying a guard for steady and healthy development of the Company, protect legal rights and interests of the Company and all shareholders. According to each law and regulation and the traits of the industry, operation mode and self business, the Company formulated or revised a whole set of internal control system throughout routine operation management as well as formed the normative documents such as Internal Control Manual of Suzhou Changchai and Assemble of Internal Control System of Suzhou Changzhou. The content was a series of administration system, process and standard including each operation aspect and level such as purchase, sales, finance, assets, human resources, internal audit supervision, which ensured all kinds of work, had rules to follow. There is not discrepancy between the corporate governance and Company Law, relevant regulations of CSRC. II. Lawsuits or arbitrations Significant lawsuits or arbitrations √ Applicable □ Inapplicable Amount involved in the lawsuit Forming the Progress of Trial result and Enforcement on Basic information of the (arbitration estimated the lawsuit influence of the the judgment of Disclosure Disclosure lawsuit (arbitration) ) (RMB liabilities or (arbitration lawsuit the lawsuit date index Ten not? ) (arbitration) (arbitration) Thousand Yuan) About the lawsuit case of Shandong Hongli Group Co., Ltd., the accused Judged for Under the company owed the second compulsory accumulatively RMB 14.36 trial and no execution by the million to the Company. The 1,436 No progress of court and in the Company sued to the process of Changzhou Intermediate reporting liquidation and People’s Court in 2001 and period bankruptcy sued for compulsory execution in April, 2002. Currently, the defendant has 18 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. started the bankruptcy procedure. About the lawsuit case of Beijing Baic Changsheng Had Automobile Co., Ltd., the mediated. accused company owed Up the end accumulatively RMB 8.0636 of the million to the Company. reporting According to the paper of period, civil mediation issued by the Baic people's court of Beijing Changshen Shunyi on 31 Oct. 2013, the g had paid http//www.cn Company will amortize the RMB 4.5 info.com.cn. arrears of RMB 8.0636 806.36 No million to 30 Aug. 2013 Announceme million. If Baic Changsheng the nt No.: 2013 failed to execute the Company. -015, 019 reconciliation agreement on Recently, time, the Company should the applied for the compulsory Company execution of the whole is applying unpaid accounts at one time for and the Baic Changsheng compulsor should pay for the otherwise y liquidated damages of RMB execution. 40,000 and the interests of the overdue payment. Other lawsuits □ Applicable √ Inapplicable III. Media query □Applicable √Inapplicable The Company was not involved in any media query in the reporting period. IV. Bankruptcy or Reorganization Events □ Applicable √ Inapplicable There Company was not involved in any bankruptcy or reorganization events in the reporting period. V. Transaction in Assets 1. Purchase of assets □ Applicable √ Inapplicable 19 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. There is no purchase of assets in the Company during the reporting period 2. Sale of assets □ Applicable √ Inapplicable There is no sale of assets in the Company during the reporting period. 3. Business combination □ Applicable √ Inapplicable There is no business combination in the Company during the reporting period. VI. Implementation and Influence of Equity Incentive Plan of the Company □ Applicable √ Inapplicable There is no equity incentive plan and its implementation in the Company during the reporting period. VII. Significant related-party transactions 1. Related-party transactions concerning routine operation □ Applicable √ Inapplicable There is no related-party transaction concerning routine operation in the Company during the reporting period. 2. Related-party transactions arising from asset acquisition or sale □ Applicable √ Inapplicable The Company was not involved in any related-party transactions arising from asset acquisition or sale during the reporting period. 3. Related-party transitions with joint investments □ Applicable √ Inapplicable The Company was not involved in any related-party transaction with joint investments during the reporting period. 4. Credits and liabilities with related parties □ Applicable √ Inapplicable The Company was not involved in any credit and liability with related parties during the reporting period. 5. Other significant related-party transactions □ Applicable √ Inapplicable 20 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. The Company was not involved in any other related-party transaction during the reporting period. VIII. Particulars about the non-operating occupation of funds by the controlling shareholder and other related parties of the Company □ Applicable √ Inapplicable The Company was not involved in the non-operating occupation of funds by the controlling shareholder and other related parties during the reporting period. IX. Particulars about significant contracts and their fulfillment 1. Particulars about trusteeship, contract and lease (1) Trusteeship □ Applicable √ Inapplicable There was no any trusteeship of the Company in the reporting period. (2) Contract □ Applicable √ Inapplicable There was no any contract of the Company in the reporting period. (3) Lease □ Applicable √ Inapplicable There was no any lease of the Company in the reporting period. 2. Guarantees provided by the Company □ Applicable √ Inapplicable There was no any guarantee provided by the Company in the reporting period. 3. Other significant contracts □ Applicable √ Inapplicable There was no other significant contract of the Company in the reporting period. 4. Other significant transactions □ Applicable √ Inapplicable There was no other significant transaction of the Company in the reporting period. 21 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. X. Commitments made by the Company or shareholders holding over 5% of the Company’s shares in the reporting period or such commitments carried down into the reporting period □ Applicable √ Inapplicable No such situation of the Company during the reporting period. XI. Particulars about engagement and disengagement of CPAs firm Whether the semi-annual financial report had been audited? □ Yes √ No This semi-annual report is un-audited. XII. Punishment and Rectification □ Applicable √ Inapplicable There was no any punishment and rectification of the Company in the reporting period. XIII. Reveal of the delisting risks of illegal or violation □ Applicable √ Inapplicable There was no any delisting risk of illegal or violation of the Company in the reporting period. XIV. Explanation about other significant matters □ Applicable √ Inapplicable No such cases in the reporting period. 22 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Section VI. Change in Shares & Shareholders I. Change in shares Unit: share Before the change Increase/decrease (+, -) After the change Capitalizat Percentag New Bonus ion of Subtot Percentag Number Other Number e shares shares capital al e reserve I. Shares subject to 0 0.00% 0 0.00% moratorium 1. Shares held by the State 0 0.00% 0 0.00% 2. Shares held by 0 0.00% 0 0.00% state-owned corporation 3. Other shares held by 0 0.00% 0 0.00% domestic investors Including: shares held by domestic non-state-owned 0 0.00% 0 0.00% corporation Shares held by domestic 0 0.00% 0 0.00% natural person 4. Shares held by foreign 0 0.00% 0 0.00% investors Including: shares held by 0 0.00% 0 0.00% foreign corporation Shares held by foreign 0 0.00% 0 0.00% natural person II. Shares not subject to 561,374,326 100.00% 561,374,326 100.00% trading moratorium 1. RMB ordinary shares 411,374,326 73.28% 411,374,326 73.28% 2. Domestically listed 150,000,000 26.72% 150,000,000 26.72% foreign shares 3. Overseas listed foreign 0 0.00% 0 0.00% shares 4. Others 0 0.00% 0 0.00% III. Total shares 561,374,326 100.00% 561,374,326 100.00% 23 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Reasons for changes in shares □ Applicable √ Inapplicable Approval of share changes □ Applicable √ Inapplicable Transfer of share ownership □ Applicable √ Inapplicable Effects of changes in shares on the basic EPS, diluted EPS, net assets per share attributable to common shareholders of the Company and other financial indexes over the last year and the last reporting period □ Applicable √ Inapplicable Other contents that the Company considers necessary or is required by the securities regulatory authorities to disclose □ Applicable √ Inapplicable Change of the total shares, shareholder structure, asset structure and liability structure □ Applicable √ Inapplicable II. Total number of shareholders and their shareholding Unit: share Total number of preferred shareholders that Total number of common shareholders at 56,034 had restored the voting right at the end of 0 the end of the reporting period the reporting period (if any) (note 8) Shareholding of common shareholders holding more than 5% shares or the top 10 of common shareholders Increase Pledged or frozen Number of and Number of shares Number of shares Holding shareholding decrease shares held Nature of held not subject to Name of shareholder percentage at the end of of shares subject to shareholder trading Status of Number (%) the reporting during trading moratorium shares of shares period reporting moratorium period State-owned Assets Supervision and Administration On behalf of 30.02% 168,497,736 168,497,736 Commission of the State Changzhou Municipal People’s Government Domestic Huang Lihou 0.99% 5,575,000 5,575,000 individual Lhasa Ruida Investment Consulting Management Other 0.69% 3,890,333 3,890,333 Co., Ltd. KGI ASIA LIMITED Foreign 0.56% 3,124,845 3,124,845 24 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. corporation BNP PARIBAS WEALTH Foreign MANAGEMENT HONG 0.55% 3,099,873 3,099,873 corporation KONG BRANCH Domestic Zheng Caiping 0.49% 2,762,282 2,762,282 individual Domestic Guo Chunling 0.49% 2,736,986 2,736,986 individual Harvest Capital-CMBC-Zongyi Other 0.44% 2,486,900 2,486,900 Holding Jinxiu No. 5 Asset Management Plan Founder BEA Trust Co., Ltd.-Shenlong No. 31 Collection of Securities Other 0.40% 2,250,000 2,250,000 Investment Funds of the Trust Plan Domestic Jiang Xuezhen 0.37% 2,050,000 2,050,000 individual It is unknown whether there was any associated relationship among the top ten tradable Explanation on associated relationship shareholders and among the top ten shareholders not subject to trading moratorium, or or/and persons acting in concert among whether they are persons acting in concert as described by Measures for the Administrative of the above-mentioned shareholders: Disclosure of Shareholder Equity Changes. Particulars about shares held by top 10 common shareholders not subject to trading moratorium Number of shares held not subject Type of share Name of shareholder to trading moratorium at the end of Type of share Number the period State-owned Assets Supervision and Administration Commission of Changzhou Municipal People’s 168,497,736 RMB ordinary share 168,497,736 Government Huang Lihou 5,575,000 RMB ordinary share 5,575,000 Lhasa Ruida Investment Consulting Management Co., 3,890,333 RMB ordinary share 3,890,333 Ltd. Domestically listed KGI ASIA LIMITED 3,124,845 3,124,845 foreign share BNP PARIBAS WEALTH MANAGEMENT HONG Domestically listed 3,099,873 3,099,873 KONG BRANCH foreign share Zheng Caiping 2,762,282 RMB ordinary share 2,762,282 Guo Chunling 2,736,986 RMB ordinary share 2,736,986 25 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Harvest Capital-CMBC-Zongyi Holding Jinxiu No. 5 2,486,900 RMB ordinary share 2,486,900 Asset Management Plan Founder BEA Trust Co., Ltd.-Shenlong No. 31 Collection of Securities Investment Funds of the Trust 2,250,000 RMB ordinary share 2,250,000 Plan Jiang Xuezhen 2,050,000 RMB ordinary share 2,050,000 Explanation on associated relationship among the top It is unknown whether there was any associated relationship among the top ten ten shareholders of tradable share not subject to trading tradable shareholders and among the top ten shareholders not subject to moratorium, as well as among the top ten shareholders trading moratorium, or whether they are persons acting in concert as described of tradable share not subject to trading moratorium and by Measures for the Administrative of Disclosure of Shareholder Equity top ten shareholders, or explanation on acting-in-concert Changes. The shareholder, Mr. Huang Lihou totally held the shares of the Company of 5,575,000 shares through the securities ordinary account and securities guarantee account of the customer credit transactions with the proportion of the share holding of 0.99%, of which owning to had participated in the securities lending and borrowing business during the reporting period, held the Particular about shareholder participate in the securities shares of the Company of 5,470,000 shares through the securities guarantee lending and borrowing business account of the customer credit transactions provided by Guotai Junan Securities Co., Ltd, with the proportion of the share holding of 0.97%. The shareholder, Ms. Guo Chunling held the shares of the Company of 2,736,986 shares through the securities guarantee account of the customer credit transactions provided by China Securities Co., Ltd with the proportion of the share holding of 0.49%. Did any top 10 common shareholders or the top 10 common shareholders not subject to trading moratorium of the Company carry out an agreed buy-back in the reporting period? □ Yes √ No The top 10 common shareholders or the top 10 common shareholders not subject to trading moratorium of the Company had not carried out any agreed buy-back in the reporting period. III. Change of the controlling shareholder or the actual controller Change of the controlling shareholder in the reporting period □ Applicable √ Inapplicable There was no any change of the controlling shareholder of the Company in the reporting period. Change of the actual controller in the reporting period □ Applicable √ Inapplicable There was no any change of the actual controller of the Company in the reporting period. IV. Particulars on shareholding increase scheme during the reporting period proposed or implemented by the shareholders and act-in-concert persons □ Applicable √ Inapplicable 26 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Within the scope known to the Company, there was no any shareholding increase scheme during the reporting period proposed or implemented by the shareholders and act-in-concert persons. Section VII. Situation of the Preferred Shares □ Applicable √ Inapplicable There was no any preferred share of the Company during the reporting period. Section VIII. Directors, Supervisors, Senior Management Staffs and Employees I. Changes in shareholding of directors, supervisors and senior management staffs □ Applicable √ Inapplicable There was no change in Directors, Supervisors, Senior Management Staffs and Employees, for details, please refer to 2014 Annual Report II. Changes in directors, supervisors and senior management staffs √ Applicable □ Inapplicable Name Position Type Date Reason Jiang Huaping Director Left 31 Mar. 2015 Voluntary turnover Cao Huiming Independent Director Left 31 Mar. 2015 Voluntary turnover Zhu Jianming Independent Director Left 31 Mar. 2015 Voluntary turnover Xu Qian Director Elected 31 Mar. 2015 Elected from the general election Li Minghui Independent Director Elected 31 Mar. 2015 Elected from the general election Jia Bin Independent Director Elected 31 Mar. 2015 Elected from the general election Zhang Xin Deputy GM Hired 22Apr. 2015 Hired by the board of director 27 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. IX. Financial Report I. Audit report Has this semi-annual report been audited? □ Yes √ No The semi-annual financial report has not been audited. II. Financial statements Currency unit for the statements in the notes to these financial statements: RMB Yuan 1. Consolidated balance sheet Prepared by Changchai Company, Limited Unit: RMB Yuan Item Closing balance Opening balance Current Assets: Monetary funds 503,417,212.62 531,969,747.91 Settlement reserves Intra-group lendings Financial assets measured by fair value with the changes be included in 9,000,000.00 2,109,642.19 the current gains and losses Derivative financial assets Notes receivable 269,208,012.32 314,236,128.92 Accounts receivable 584,913,353.24 374,335,355.22 Accounts paid in advance 11,837,790.22 15,092,855.36 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable Other accounts receivable 19,462,565.99 8,662,701.30 Financial assets purchased under agreements to resell 28 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Inventories 410,182,764.21 497,588,717.86 Assets divided available for sale Non-current assets due within 1 year Other current assets 30,671,616.22 31,729,042.18 Total current assets 1,838,693,314.82 1,775,724,190.94 Non-current assets: Loans by mandate and advances granted Available-for-sale financial assets 683,651,500.00 497,850,000.00 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 20,857,608.46 20,459,975.99 Investing property 58,385,200.43 59,489,370.83 Fixed assets 569,470,784.08 572,785,946.61 Construction in progress 118,201,531.73 134,948,317.87 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 103,381,135.40 104,441,092.62 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 1,084,863.32 1,084,863.32 Other non-current assets Total of non-current assets 1,555,032,623.42 1,391,059,567.24 Total assets 3,393,725,938.24 3,166,783,758.18 Current liabilities: Short-term borrowings 15,000,000.00 20,000,000.00 Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Intra-group borrowings Financial liabilities measured by fair value with the changes be included in 29 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. the current gains and losses Derivative financial liabilities Notes payable 249,710,000.00 218,351,400.00 Accounts payable 535,114,777.12 550,858,517.60 Accounts received in advance 37,751,020.98 29,364,756.16 Financial assets sold for repurchase Handling charges and commissions payable Employee’s compensation payable 27,862,331.94 61,303,762.60 Tax payable 7,587,985.57 14,511,976.27 Interest payable Dividend payable 3,891,433.83 3,891,433.83 Other accounts payable 232,856,816.80 196,560,865.32 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Liabilities divided available for sale Non-current liabilities due within 1 year Other current liabilities 2,545,053.11 2,992,996.74 Total current liabilities 1,112,319,419.35 1,097,835,708.52 Non-current liabilities: Long-term borrowings Bonds payable Of which: preferred shares Perpetual capital securities Long-term payables Long-term payroll payables Specific payables Estimated liabilities Deferred income 53,852,992.51 54,185,979.32 Deferred income tax liabilities 89,486,550.00 61,616,325.00 30 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Other non-current liabilities Total non-current liabilities 143,339,542.51 115,802,304.32 Total liabilities 1,255,658,961.86 1,213,638,012.84 Owners’ equity Share capital 561,374,326.00 561,374,326.00 Other equity instruments Of which: preferred shares Perpetual capital securities Capital reserves 164,328,665.43 164,328,665.43 Less: Treasury stock Other comprehensive income 507,090,450.00 349,159,175.00 Specific reserves 8,332,077.21 8,332,077.21 Surplus reserves 298,151,696.96 298,151,696.96 Provisions for general risks Retained profits 581,926,807.33 555,590,894.67 Total equity attributable to owners of 2,121,204,022.93 1,936,936,835.27 the Company Minority interests 16,862,953.45 16,208,910.07 Total owners’ equity 2,138,066,976.38 1,953,145,745.34 Total liabilities and owners’ equity 3,393,725,938.24 3,166,783,758.18 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 Closing balance Opening balance Current Assets: Monetary funds 485,352,175.96 494,366,603.39 Financial assets measured by fair value with the changes be included in the current gains and losses Derivative financial assets Notes receivable 267,808,012.32 312,466,128.92 Accounts receivable 540,715,101.16 331,239,446.99 31 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Accounts paid in advance 4,946,349.52 10,139,747.15 Interest receivable Dividend receivable Other accounts receivable 6,495,179.57 5,712,047.44 Inventories 345,328,801.99 426,235,429.74 Assets divided available for sale Non-current assets due within 1 year Other current assets 20,000,000.00 20,637,141.03 Total current assets 1,670,645,620.52 1,600,796,544.66 Non-current assets: Available-for-sale financial assets 676,451,500.00 490,650,000.00 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 205,324,108.46 204,926,475.99 Investing property 58,385,200.43 59,489,370.83 Fixed assets 456,219,196.87 454,717,057.95 Construction in progress 118,177,771.05 134,948,317.87 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 81,146,972.05 81,914,372.57 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 1,084,863.32 1,084,863.32 Other non-current assets Total of non-current assets 1,596,789,612.18 1,427,730,458.53 Total assets 3,267,435,232.70 3,028,527,003.19 Current liabilities: Short-term borrowings Financial liabilities measured by fair value with the changes be included in the current gains and losses Derivative financial liabilities 32 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Notes payable 237,710,000.00 206,351,400.00 Accounts payable 488,343,819.70 501,904,239.41 Accounts received in advance 51,997,516.49 37,247,846.51 Employee’s compensation payable 24,051,977.01 56,426,935.61 Tax payable 3,994,399.32 12,438,714.42 Interest payable Dividend payable 3,243,179.97 3,243,179.97 Other accounts payable 226,437,190.72 191,066,117.22 Liabilities divided available for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 1,035,778,083.21 1,008,678,433.14 Non-current liabilities: Long-term borrowings Bonds payable Of which: preferred shares Perpetual capital securities Long-term payables Long-term payroll payables Specific payables Estimated liabilities Deferred income 53,852,992.51 54,185,979.32 Deferred income tax liabilities 89,486,550.00 61,616,325.00 Other non-current liabilities Total non-current liabilities 143,339,542.51 115,802,304.32 Total liabilities 1,179,117,625.72 1,124,480,737.46 Owners’ equity: Share capital 561,374,326.00 561,374,326.00 Other equity instruments Of which: preferred shares Perpetual capital securities Capital reserves 183,071,147.70 183,071,147.70 Less: Treasury stock Other comprehensive income 507,090,450.00 349,159,175.00 33 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Specific reserves 8,332,077.21 8,332,077.21 Surplus reserves 298,151,696.96 298,151,696.96 Retained profits 530,297,909.11 503,957,842.86 Total owners’ equity 2,088,317,606.98 1,904,046,265.73 Total liabilities and owners’ equity 3,267,435,232.70 3,028,527,003.19 3. Consolidated income statement Unit: RMB Yuan Item Jan.-Jun. 2015 Jan.-Jun 2014 I. Total operating revenues 1,359,895,900.69 1,339,876,201.72 Including: Sales income 1,359,895,900.69 1,339,876,201.72 Interest income Premium income Handling charge and commission income II. Total operating cost 1,319,907,071.98 1,300,717,656.51 Including: Cost of sales 1,179,073,102.73 1,165,484,758.63 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 2,280,012.43 315,287.40 Selling and distribution expenses 58,059,098.92 58,523,814.07 Administrative expenses 84,401,024.18 82,882,576.84 Financial expenses -6,673,703.74 -7,132,562.78 Asset impairment loss 2,767,537.46 643,782.35 Add: Gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” 4,900,603.44 1,472,670.17 means loss) 34 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Including: share of profits in associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 44,889,432.15 40,631,215.38 Add: non-operating income 3,664,111.90 7,218,462.62 Of which: gains from non-current asset disposal 106,674.56 158,173.02 Less: non-operating expense 2,832,658.16 5,605,447.60 Of which: losses from non-current 14,758.29 61,479.60 asset disposal IV. Total profit (“-” means loss) 45,720,885.89 42,244,230.40 Less: Income tax expense 7,503,443.33 7,094,145.06 V. Net profit (“-” means loss) 38,217,442.56 35,150,085.34 Attributable to owners of the 37,563,399.18 34,303,430.49 Company Minority shareholders’ income 654,043.38 846,654.85 VI. After-tax net amount of other 157,931,275.00 36,048.75 comprehensive incomes After-tax net amount of other comprehensive incomes attributable to 157,931,275.00 36,048.75 owners of the Company (I) Other comprehensive incomes that will not be reclassified into gains and losses 1. Changes in net liabilities or assets with a defined benefit plan upon re-measurement 2. Enjoyable shares in other comprehensive incomes in investees that cannot be reclassified into gains and losses under the equity method (II) Other comprehensive incomes that will be reclassified into gains and 157,931,275.00 -36,048.75 losses 1. Enjoyable shares in other comprehensive incomes in investees that will be reclassified into gains and losses under the equity method 35 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. 2. Gains and losses on fair value changes of available-for-sale 157,931,275.00 36,048.75 financial assets 3. Gains and losses on reclassifying held-to-maturity investments into available-for-sale financial assets 4. Effective hedging gains and losses on cash flows 5. Foreign-currency financial statement translation difference 6. Other After-tax net amount of other comprehensive incomes attributable to minority shareholders VII. Total comprehensive incomes 196,148,717.56 35,186,134.09 Attributable to owners of the 195,494,674.18 34,339,479.24 Company Attributable to minority 654,043.38 846,654.85 shareholders VIII. Earnings per share (I) Basic earnings per share 0.07 0.06 (II) Diluted earnings per share 0.07 0.06 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 Jan.-Jun. 2015 Jan.-Jun 2014 I. Total sales 1,371,231,764.35 1,354,997,514.11 Less: cost of sales 1,200,341,035.82 1,192,418,726.32 Business taxes and surcharges 2,092,245.81 Distribution expenses 55,751,714.71 55,680,402.73 Administrative expenses 76,865,506.74 75,405,434.27 Financial costs -7,439,596.01 -8,790,528.16 Impairment loss 2,767,537.46 643,782.35 36 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” 3,509,872.47 3,060,393.67 means loss) Of which: income form investment on associates and joint ventures II. Business profit (“-” means loss) 44,363,192.29 42,700,090.27 Add: non-business income 3,052,280.67 6,216,359.80 Of which: gains from non-current asset disposal Less: non-business expense 2,800,072.37 5,559,301.31 Of which: losses from non-current 14,758.29 61,479.60 asset disposal III. Total profit (“-” means loss) 44,615,400.59 43,357,148.76 Less: income tax expense 7,047,847.82 6,533,070.61 IV. Net profit (“-” means loss) 37,567,552.77 36,824,078.15 V. After-tax net amount of other 157,931,275.00 -1,700.00 comprehensive incomes (I) Other comprehensive incomes that will not be reclassified into gains and losses 1. Changes in net liabilities or assets with a defined benefit plan upon re-measurement 2. Enjoyable shares in other comprehensive incomes in investees that cannot be reclassified into gains and losses under the equity method (II) Other comprehensive incomes that will be reclassified into 157,931,275.00 -1,700.00 gains and losses 1. Enjoyable shares in other comprehensive incomes in investees that will be reclassified into gains and losses under the equity method 2. Gains and losses on fair value changes of available-for-sale 157,931,275.00 -1,700.00 financial assets 3. Gains and losses on 37 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. reclassifying held-to-maturity investments into available-for-sale financial assets 4. Effective hedging gains and losses on cash flows 5. Foreign-currency financial statement translation difference 6. Other VI. Total comprehensive incomes 195,498,827.77 36,822,378.15 VII. Earnings per share (I) Basic earnings per share 0.07 0.07 (II) Diluted earnings per share 0.07 0.07 38 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. 5. Consolidated cash flow statement Unit: RMB Yuan Item Jan.-Jun. 2015 Jan.-Jun 2014 I. Cash flows from operating activities: Cash received from sale of 1,379,194,450.30 1,394,839,795.50 commodities and rendering of service Net increase of deposits from customers and dues from banks Net increase of loans from the central bank Net increase of funds borrowed from other financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business Net increase of deposits of policy holders and investment fund Net increase of dispose of the financial assets measured by fair value with the changes be included in the current gains and losses Cash received from interest, handling charges and commissions Net increase of intra-group borrowings Net increase of funds in repurchase business Tax refunds received 17,902,474.19 19,215,031.04 Other cash received relating to 11,362,233.37 18,014,958.47 operating activities Subtotal of cash inflows from operating 1,408,459,157.86 1,432,069,785.01 activities Cash paid for goods and services 1,117,905,635.90 1,252,794,264.51 Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from 39 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. 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 161,565,170.00 145,777,445.78 Various taxes paid 48,202,988.69 26,373,319.83 Other cash payment relating to 34,057,622.15 37,480,542.74 operating activities Subtotal of cash outflows from 1,361,731,416.74 1,462,425,572.86 operating activities Net cash flows from operating activities 46,727,741.12 -30,355,787.85 II. Cash flows from investing activities: Cash received from withdrawal of 2,109,642.19 investments Cash received from return on 3,953,970.87 1,472,670.17 investments Net cash received from disposal of fixed assets, intangible assets and other 283,604.57 158,173.02 long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to 20,000.00 investing activities Subtotal of cash inflows from investing 6,347,217.63 1,650,843.19 activities Cash paid to acquire fixed assets, intangible assets and other long-term 31,633,966.65 61,493,442.88 assets Cash paid for investment 20,000,000.00 Net increase of pledged loans Net cash paid to acquire 23,850,000.00 subsidiaries and other business units Other cash payments relating to 20,000,000.00 11,500,000.00 investing activities Subtotal of cash outflows from 71,633,966.65 96,843,442.88 investing activities 40 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Net cash flows from investing activities -65,286,749.02 -95,192,599.69 III. Cash Flows from Financing Activities: Cash received from capital contributions Including: Cash received from minority shareholder investments by subsidiaries Cash received from borrowings 10,000,000.00 Cash received from issuance of bonds Other cash received relating to 4,046.87 financing activities Subtotal of cash inflows from financing 10,004,046.87 activities Repayment of borrowings 15,000,000.00 Cash paid for interest expenses and 12,083,442.33 8,974,014.89 distribution of dividends or profit Including: dividends or profit paid 553,400.00 by subsidiaries to minority shareholders Other cash payments relating to financing activities Sub-total of cash outflows from 27,083,442.33 8,974,014.89 financing activities Net cash flows from financing activities -17,079,395.46 -8,974,014.89 IV. Effect of foreign exchange rate 37,748.75 changes on cash and cash equivalents V. Net increase in cash and cash -35,638,403.36 -134,484,653.68 equivalents Add: Opening balance of cash and 464,761,820.50 610,882,216.18 cash equivalents VI. Closing balance of cash and cash 429,123,417.14 476,397,562.50 equivalents 6. Cash flow statement of the Company Unit: RMB Yuan Item Jan.-Jun. 2015 Jan.-Jun 2014 41 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. I. Cash flows from operating activities: Cash received from sale of 1,382,174,877.12 1,396,130,314.62 commodities and rendering of service Tax refunds received 17,902,474.19 19,215,031.04 Other cash received relating to 9,780,837.80 16,849,880.76 operating activities Subtotal of cash inflows from operating 1,409,858,189.11 1,432,195,226.42 activities Cash paid for goods and services 1,148,582,635.11 1,283,081,961.60 Cash paid to and for employees 145,784,170.00 128,355,508.04 Various taxes paid 45,452,896.38 22,352,270.90 Other cash payment relating to 32,169,844.52 32,394,115.76 operating activities Subtotal of cash outflows from 1,371,989,546.01 1,466,183,856.30 operating activities Net cash flows from operating activities 37,868,643.10 -33,988,629.88 II. Cash flows from investing activities: Cash received from retraction of investments Cash received from return on 3,112,240.00 2,446,600.00 investments Net cash received from disposal of fixed assets, intangible assets and other 106,674.57 158,173.02 long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from investing 3,218,914.57 2,604,773.02 activities Cash paid to acquire fixed assets, intangible assets and other long-term 29,560,366.65 56,797,296.86 assets Cash paid for investment 20,000,000.00 Net cash paid to acquire 24,626,700.00 subsidiaries and other business units Other cash payments relating to investing activities 42 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Subtotal of cash outflows from 49,560,366.65 81,423,996.86 investing activities Net cash flows from investing activities -46,341,452.08 -78,819,223.84 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 Cash paid for interest expenses 11,227,486.52 8,420,614.89 and distribution of dividends or profit Other cash payments relating to financing activities Sub-total of cash outflows from 11,227,486.52 8,420,614.89 financing activities Net cash flows from financing activities -11,227,486.52 -8,420,614.89 IV. Effect of foreign exchange rate changes on cash and cash equivalents V. Net increase in cash and cash -19,700,295.50 -121,228,468.61 equivalents Add: Opening balance of cash and 430,758,675.98 574,440,388.77 cash equivalents VI. Closing balance of cash and cash 411,058,380.48 453,211,920.16 equivalents 43 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. 7. Consolidated Statement of Changes in Owners’ Equity Jan.-Jun. 2015 Unit: RMB Yuan Jan.-Jun. 2015 Equity attributable to owners of the Company Other equity instruments Other Minorit Total Item Perpet Less: General Share Capital compre Specific Surplus Retaine y owners’ ual Prefer treasury risk capital capita reserve hensive reserve reserve d profit interests equity red Other stock reserve l income shares securi ties I. Balance at the 561,3 164,32 349,15 298,15 555,59 16,208 1,953, 8,332, end of the 74,32 8,665. 9,175. 1,696. 0,894. ,910.0 145,74 077.21 previous year 6.00 43 00 96 67 7 5.34 Add: change of accounting policy Correction of errors in previous periods Business combination under the same control Other 561,3 164,32 349,15 298,15 555,59 16,208 1,953, II. Balance at the 8,332, 74,32 8,665. 9,175. 1,696. 0,894. ,910.0 145,74 period-begin 077.21 6.00 43 00 96 67 7 5.34 III. Increase/ 157,93 26,335 184,92 decrease in the 654,04 1,275. ,912.6 1,231. period (“-” means 3.38 00 6 04 decrease) (I) Total amount 157,93 37,563 196,14 of the 654,04 1,275. ,399.1 8,717. comprehensive 3.38 00 8 56 income (II) Capital paid in and reduced by 44 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. owners 1. Common shares invested by the shareholders 2. Capital invested by the owners of other equity instruments 3. Amounts of share-based payments recognized in owners’ equity 4. Others -11,22 -11,22 (III) Profit 7,486. 7,486. distribution 52 52 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations -11,22 -11,22 to owners (or 7,486. 7,486. shareholders) 52 52 4. Other (IV) 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 45 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. losses 4. Other (V) Specific reserve 1. Withdrawn for the period 2. Used in the period (VI) Other 561,3 164,32 507,09 298,15 581,92 16,862 2,138, IV. Closing 8,332, 74,32 8,665. 0,450. 1,696. 6,807. ,953.4 066,97 balance 077.21 6.00 43 00 96 33 5 6.38 Jan.-Jun. 2014 Unit: RMB Yuan Jan.-Jun. 2014 Equity attributable to owners of the Company Other equity instruments Minorit Other Total Item Perpet y Less: General Share Capital compre Specific Surplus Retaine owners’ ual interest Prefer treasury risk capital reserve hensive reserve reserve d profit equity capita s red Other stock reserve l income shares securi ties I. Balance at the 561,3 171,01 277,84 289,62 502,71 16,482 1,826, 6,996, end of the 74,32 6,154. 7,575. 9,574. 3,176. ,094.1 059,15 256.56 previous year 6.00 25 00 39 25 5 6.60 Add: change of accounting policy Correction of errors in previous periods Business combination under the same control Other 561,3 171,01 277,84 289,62 502,71 16,482 1,826, II. Balance at the 6,996, 74,32 6,154. 7,575. 9,574. 3,176. ,094.1 059,15 period-begin 256.56 6.00 25 00 39 25 5 6.60 46 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. III. Increase/ 25,367 26,212 decrease in the -1,700. 846,65 ,164.3 ,119.2 period (“-” means 00 4.85 5 0 decrease) (I) Total amount 34,341 35,186 of the -1,700. 846,65 ,179.2 ,134.0 comprehensive 00 4.85 4 9 income (II) Capital paid in and reduced by owners 1. Common shares invested by the shareholders 2. Capital invested by the owners of other equity instruments 3. Amounts of share-based payments recognized in owners’ equity 4. Others (III) Profit -8,974, -8,974, distribution 014.89 014.89 1. Appropriations to surplus reserves 2. Appropriations to general risk provisions 3. Appropriations -8,974, -8,974, to owners (or 014.89 014.89 shareholders) 4. Other (IV) Internal carry-forward of owners’ equity 1. New increase of capital (or share 47 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. 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 (V) Specific reserve 1. Withdrawn for the period 2. Used in the period (VI) Other 561,3 171,01 277,84 289,62 528,08 17,328 1,852, IV. Closing 6,996, 74,32 6,154. 5,875. 9,574. 0,340. ,749.0 271,27 balance 256.56 6.00 25 00 39 60 0 5.80 48 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. 8. Statement of changes in owners’ equity of the Company Jan.-Jun. 2015 Unit: RMB Yuan Jan.-Jun. 2015 Other equity instruments Perpetu Other Less: Total Item Share Capital comprehe Specific Surplus Retaine al Preferre treasury owners’ capital capital Other reserve nsive reserve reserve d profit d shares stock equity securiti income es I. Balance at the 561,37 503,95 1,904,0 183,071, 349,159, 8,332,07 298,151, end of the previous 4,326.0 7,842. 46,265. 147.70 175.00 7.21 696.96 year 0 86 73 Add: change of accounting policy Correction of errors in previous periods Other 561,37 503,95 1,904,0 II. Balance at the 183,071, 349,159, 8,332,07 298,151, 4,326.0 7,842. 46,265. period-begin 147.70 175.00 7.21 696.96 0 86 73 III. Increase/ 26,340 decrease in the 157,931, 184,271 ,066.2 period (“-” means 275.00 ,341.25 5 decrease) (I) Total amount 37,567 of the 157,931, 195,498 ,552.7 comprehensive 275.00 ,827.77 7 income (II) Capital paid in and reduced by owners 1. Common shares invested by the shareholders 2. Capital invested by the owners of 49 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. other equity instruments 3. Amounts of share-based payments recognized in owners’ equity 4. Others -11,22 (III) Profit -11,227, 7,486. distribution 486.52 52 1. Appropriations to surplus reserves 2. Appropriations -11,22 -11,227, to general risk 7,486. 486.52 provisions 52 3. Appropriations to owners (or shareholders) 4. Other (IV) 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 (V) Specific reserve 1. Withdrawn for the period 50 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. 2. Used in the period 561,37 530,29 2,088,3 183,071, 507,090, 8,332,07 298,151, (VI) Other 4,326.0 7,909. 17,606. 147.70 450.00 7.21 696.96 0 11 98 Jan.-Jun. 2014 Unit: RMB Yuan Jan.-Jun. 2014 Other equity instruments Perpetu Other Less: Total Item Share Capital comprehe Specific Surplus Retaine al Preferre treasury owners’ capital capital Other reserve nsive reserve reserve d profit d shares stock equity securiti income es I. Balance at the 561,37 435,67 1,754,5 183,044, 277,847, 6,996,25 289,629, end of the previous 4,326.0 9,354. 71,396. 309.95 575.00 6.56 574.39 year 0 63 53 Add: change of accounting policy Correction of errors in previous periods Other 561,37 435,67 1,754,5 II. Balance at the 183,044, 277,847, 6,996,25 289,629, 4,326.0 9,354. 71,396. period-begin 309.95 575.00 6.56 574.39 0 63 53 III. Increase/ 28,403 decrease in the -1,700.0 28,401, ,463.2 period (“-” means 0 763.26 6 decrease) (I) Total amount 36,824 of the -1,700.0 36,822, ,078.1 comprehensive 0 378.15 5 income (II) Capital paid in and reduced by owners 1. Common shares invested by the shareholders 51 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. 2. Capital invested by the owners of other equity instruments 3. Amounts of share-based payments recognized in owners’ equity 4. Others (III) Profit -8,420, -8,420,6 distribution 614.89 14.89 1. Appropriations to surplus reserves 2. Appropriations -8,420, -8,420,6 to general risk 614.89 14.89 provisions 3. Appropriations to owners (or shareholders) 4. Other (IV) 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 (V) Specific reserve 1. Withdrawn for 52 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. the period 2. Used in the period 561,37 464,08 1,782,9 183,044, 277,845, 6,996,25 289,629, (VI) Other 4,326.0 2,817. 73,159. 309.95 875.00 6.56 574.39 0 89 79 III. Company Profile Changchai Company, Limited (hereinafter referred to as “the Company”) was founded on 5 May 1994, which is a company limited by shares promoted solely by Changzhou Diesel Engine Plant through the approval by the State Commission for Restructuring the Economic Systems with document TGS [1993] No. 9 on 15 Jan. 1993 by way of public offering of shares. With the approved of the People's Government of Jiangsu Province SZF [1993] No. 67, as well as reexamined and approved by China Securities Regulatory Commission (“CSRC”) through document ZJFSZ (1994) No. 9, the Company initially issued A shares to the public from 15 Mar. 1994 to 30 Mar. 1994. As approved by the Shenzhen Stock Exchange through document SZSFZ (1994) No. 15, such tradable shares of the public got listing on 1 Jul. 1994 at Shenzhen Stock Exchange with “Su Changchai A” for short of stock, as well as “0570” as stock code (present stock code is “000570”). In 1996, with the recommendation of the Office of the People's Government of Jiangsu Province SZBH [1996] No. 13, as well as first review by Shenzhen Municipal Securities Administration Office through SZBZ [1996] No. 24, and approval of the State Council Securities Commission ZWF [1996] No. 27, the Company issued 100 million B shares to qualified investors on 27 Aug. 1996 to 30 Aug. 1996, getting listed on 13 Sep. 1996. On 9 Jun. 2006, the Company held a shareholders’ general meeting related to A shares market to examine and approve share merger reform plan, and performed the share merger reform on 19 Jun. 2006. As examined and approved at the 2009 2nd Extraordinary Shareholders’ General Meeting in Sep. 2009, based on the total share capital of 374,249,551 shares as at 30 Jun. 2009, the Company implemented the profit distribution plan, i.e. to distribute 5 bonus shares and cash of RMB 0.8 for every 10 shares, with registered capital increased by RMB 187,124,775.00, as well as registered capital of RMB 561,374,326.00 after change. As at 31 Dec. 2013, the total share capital of the Company is 561,374,326 shares, as well as registered capital of RMB 561,374,326.00, which verified by Jiangsu Gongzheng Tianye Certified Public Accountants Company Limited with issuing Capital Verification Report SGC [2010] No. B002. The Company had registered the change with the administrative authorities for industry and commerce, and obtained the renewed business license as legal person with No. 320400000004012. The Company’s registered address is situated at No. 123 Huaide Middle Road, Changzhou, Jiangsu, as well as its head office located at No. 123 Huaide Middle Road, Changzhou, Jiangsu. The Company belongs to manufacturing with business scope including manufacturing and sale of diesel engine, diesel engines part and casting, grain harvesting machine, rotary cultivators, walking tractor, mould and fixtures, assembling and sale of diesel generating set and pumping unit. The Company mainly engaged in the production and sales of small and medium-sized single cylinders and multi-cylinder diesel engine with the label of Changchai Brand. The diesel engine produced and sold by the Company were mainly used in tractors, combine harvest models, light commercial vehicle, farm equipment, small-sized construction machinery, generating sets and shipborne machinery and equipment, etc. The Company’s main business remained unchanged in the reporting 53 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. period. The Company established the Shareholders’ General Meeting, the Board of Directors and the Board of Supervisors , Corporate office, Financial Department, Political Department, Investment and Development Department, Enterprise Management Department, Human Recourses Department, Production Department, Procurement Department, Sales Company, Market Department, Chief Engineer Office, Technology Center, QA Department, Foundry Branch, Machine Processing Branch, Single-cylinder Engine branch, Multi-cylinder Engine Branch and Overseas Business Department in the Company. The financial report has been approved to be issued by the Board of Directors on 18 Aug. 2015. IV. Basis for preparation of the financial report 1. Basis for preparation With the going-concern assumption as the basis and based on transactions and other events that actually occurred, the Group prepared financial statements in accordance withissued by the Ministry of Finance with Decree No. 33 and revised with Decree No. 76, the 41 specific accounting standards, the Application Guidance of Accounting Standards for Business Enterprises, the Interpretation of Accounting Standards for Business Enterprises and other regulations issued and revised from 15 Feb. 2006 onwards (hereinafter jointly referred to as “the Accounting Standards for Business Enterprises”, “China Accounting Standards” or “CAS”), as well as the Rules for Preparation Convention of Disclosure of Public Offering Companies No.15 – General Regulations for Financial Reporting (revised in 2014) by China Securities Regulatory Commission. In accordance with relevant provisions of the Accounting Standards for Business Enterprises, the Group adopted the accrual basis in accounting. Except for some financial instruments, where impairment occurred on an asset, an impairment reserve was withdrawn accordingly pursuant to relevant requirements. 2. Continuation The Company comprehensively evaluated the information acquired recently that there would be no such factors in the 12 months from the end of the reporting period that would obviously influence the continuation capability of the Company and predicted that the operating activities would continue in the future 12 months of the Company. The financial statement compiled base on the continuous operation. V. Important accounting policies and estimations Note to accounting policies and estimations: The Company and each subsidiary according to the actual production and operation characteristics and in accord with the regulations of the relevant ASBE, formulated certain specific accounting polices and accounting estimations, which mainly reflected in the withdrawal method of the bad debt provision of the accounts receivable (Notes III, 11), the measurement of the inventory (Notes III, 12) and the depreciation of the fixed assets (Notes III, 54 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. 16) etc. As for the details of the significant accounting judgment and the estimations made by the management layer, please refer to Notes III, 30 “Important accounting judgment and estimations”. 1. Statement of Compliance with the Accounting Standards for Business Enterprises The financial statements prepared by the Group are in compliance with in compliance with the Accounting Standards for Business Enterprises, which factually and completely present the Company’s and the Group’s financial positions, business results and cash flows and other relevant information. 2. Fiscal period The fiscal periods are divided into fiscal year and metaphase, the fiscal year is from Jan. 1 to Dec. 31 and as the metaphase included monthly, quarterly and semi-yearly periods. 3. Operating cycle A normal operating cycle refers to a period from the Group purchasing assets for processing to realizing cash or cash equivalents. An operating cycle for the Group is 12 months, which is also the classification criterion for the liquidity of its assets and liabilities. 4. Currency used in bookkeeping Renminbi is functional currency of the Company. 5. Accounting methods for business combinations under the same control and business combinations not under the same control (1) Business combinations under the same control: A business combination under the same control is a business combination in which all of the combining enterprises are ultimately controlled by the same party or the same parties both before and after the business combination and on which the control is not temporary. For the merger of enterprises under the same control, if the consideration of the merging enterprise is that it makes payment in cash, transfers non-cash assets or bear its debts, it shall, on the date of merger, regard the share of the book value of the owner's equity of the merged enterprise as the initial cost of the long-term equity investment. The difference between the initial cost of the long-term equity investment and the payment in cash, non-cash assets transferred as well as the book value of the debts borne by the merging party shall offset against the capital reserve. If the capital reserve is insufficient to dilute, the retained earnings shall be adjusted. If the consideration of the merging enterprise is that it issues equity securities, it shall, on the date of merger, regard the share of the book value of the owner's equity of the merged enterprise as the initial cost of the long-term equity investment. The total face value of the stocks issued shall be regarded as the capital stock, while the difference between the initial cost of the long-term equity investment and total face value of the shares issued 55 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. shall offset against the capital reserve. If the capital reserve is insufficient to dilute, the retained earnings shall be adjusted. All direct costs for the business combination, including expenses for audit, evaluating and legal services shall be recorded into the profits and losses at the current period. The expenses such as the handling charges and commission etc, premium income of deducting the equity securities, and as for the premium income was insufficient to dilute, the retained earnings shall be written down. Owning to the reasons such as the additional investment, for the equity investment held before acquiring the control right of the combined parties, the confirmed relevant gains and losses, other comprehensive income and the changes of other net assets since the date of the earlier one between the date when acquiring the original equity right and the date when the combine parties and combined ones were under the same control to the combination date, should be respectively written down and compared with the beginning balance of retained earnings or the current gains and losses during the statement period. (2) Business combinations not under the same control A business combination not under the same control is a business combination in which the combining enterprises are not ultimately controlled by the same party or the same parties both before and after the business combination. The combination costs of the acquirer and the identifiable net assets obtained by the acquirer in a business combination shall be measured at the fair values. The acquirer shall recognize the positive balance between the combination costs and the fair value of the identifiable net assets it obtains forms the acquiree as business reputation. The direct relevant expenses occurred from the enterprise combination should be included in the current gains and losses when occurred. The combination costs of the acquirer and the identifiable net assets obtained by it in the combination shall be measured according to their fair values at the acquiring date. The difference between the fair value of the assets paid out by the Company and its book value should be included in the current gains and losses. The purchase date refers to the date that the purchaser acquires the control right of the acquiree. For the business combinations not under the same control realized through step by step multiple transaction, as for the equity interests that the Group holds in the acquiree before the acquiring date, they shall be re-measured according to their fair values at the acquiring date; the positive difference between their fair values and carrying amounts shall be recorded into the investment gains for the period including the acquiring date. The equity holed by the acquiree which involved with the other comprehensive income and the other owners’ equities changes except for the net gains and losses, other comprehensive income and the profits distribution and other related comprehensive gains and other owners’ equities which in relation to the equity interests that the Group holds in the acquiree before the acquiring date should be transferred into the current investment income on the acquiring date, except for the other comprehensive income occurred from the re-measurement of the net profits of the defined benefit plans or the changes of the net assets of the investees. 6. Methods for preparing consolidated financial statements The Company confirms the consolidated scope based on the control and includes the subsidiaries with actual control right into the consolidated financial statement. The consolidated financial statement of the Company is compiled according to the regulations of No. 33 of ASBE-Consolidated Financial Statement and the relevant regulations and as for the whole significant come-and-go balance, investment, transaction and the unrealized profits should be written off when compiling the consolidated financial statement. The portion of a subsidiary’s shareholders’ equity and the portion of a 56 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. subsidiary’s net profits and losses for the period not held by the Group are recognized as minority interests and minority shareholder profits and losses respectively and presented separately under shareholders’ equity and net profits in the consolidation financial statements. The portion of a subsidiary’s net profits and losses for the period that belong to minority interests is presented as the item of “minority shareholder profits and losses” under the bigger item of net profits in the consolidated financial statements. Where the loss of a subsidiary shared by minority shareholders exceeds the portion enjoyed by minority shareholders in the subsidiary’s opening owners’ equity, minority interests are offset. The accounting policy or accounting period of each subsidiary is different from which of the Company, which shall be adjusted as the Company; or subsidiaries shall prepare financial statement again required by the Company when preparing the consolidated financial statements. As for the added subsidiary company not controlled by the same enterprise preparing the consolidated financial statement, shall adjust individual financial statement based on the fair value of the identifiable net assets on the acquisition date; as for the added subsidiary companies controlled by the same enterprise preparing the financial statement, shall not adjust the financial statement of the subsidiaries, namely survived by integration as participating in the consolidation when the final control party starts implementing control and should adjust the period-begin amount of the consolidated balance sheet and at the same time adjust the relevant items of the compared statement. As for the disposed subsidiaries, the operation result and the cash flow should be included in the consolidated income statement and the consolidated cash flow before the disposing date; the disposed subsidiaries of the current period, should not be adjusted the period-begin amount of the consolidated balance sheet. Where the Group losses control on its original subsidiaries due to disposal of some equity investments or other reasons, the residual equity interests are re-measured according to the fair value on the date when such control ceases. The summation of the consideration obtained from the disposal of equity interests and the fair value of the residual equity interests, minus the portion in the original subsidiary’s net assets measured on a continuous basis from the acquisition date that is enjoyable by the Group according to the original shareholding percentage in the subsidiary, is recorded in investment gains for the period when the Group’s control on the subsidiary ceases. Other comprehensive incomes in relation to the equity investment and the other owners’ equities changes except for the net gains and losses, other comprehensive income and profits distribution in the original subsidiary are treated on the same accounting basis as the acquiree directly disposes the relevant assets or liabilities (that is, except for the changes in the net liabilities or assets with a defined benefit plan resulted from re-measurement of the original subsidiary, the rest shall all be transferred into current investment gains) when such control ceases. And subsequent measurement is conducted on the residual equity interests according to the No.2 Accounting Standard for Business Enterprises-Long-term Equity Investments or the No.22 Accounting Standard for Business Enterprises-Recognition and Measurement of Financial Instruments. For the disposal of equity investment belongs to a package deal, should be considered as a transaction and conduct accounting treatment. However, Before losing control, every disposal cost and corresponding net assets balance of subsidiary of disposal investment are confirmed as other comprehensive income in consolidated financial statements, which together transferred into the current profits and losses in the lose of control, when the Group losing control on its subsidiary. For the disposal of the equity investment not belongs to a package deal, should be executed accounting treatment according to the relevant policies of partly disposing the equity investment of the subsidiaries under the situation not lose the control right before losing the control right; when losing the control right, the former should be executed accounting treatment according to the general disposing method of the disposal of the subsidiaries. 57 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. 7. Classification of joint arrangements and accounting treatment of joint operations The Group classifies joint arrangements into joint operations and joint ventures。 A joint operation refers to a joint arrangement where the Group is the joint operations party of the joint arrangement and enjoys assets and has to bear liabilities related to the arrangement. The Company confirms the following items related to the interests share among the joint operations and executes accounting treatment according to the regulations of the relevant ASBE: (1) Recognizes the assets that it holds and bears in the joint operation and recognizes the jointly-held assets according to the Group’s stake in the joint operation; (2) Recognizes the liabilities that it holds and bears in the joint operation and recognizes the jointly-held liabilities according to the Group’s stake in the joint operation; (3) Recognizes the income from sale of the Group’s share in the output of the joint operation (4) Recognizes the income from sale of the joint operation’s outputs according to the Group’s stake in it (5) Recognizes the expense solely incurred to the Group and the expense incurred to the joint operation according to the Group’s stake in it. 8. Recognition standard for cash and cash equivalents In the Group’s understanding, cash and cash equivalents include cash on hand, any deposit that can be used for cover, and short-term (usually due within 3 months since the day of purchase) and high circulating investments, which are easily convertible into known amount of cash and whose risks in change of value are minimal. 9. Foreign currency businesses and translation of foreign currency financial statements (1) Foreign currency business Concerning the foreign-currency transactions that occurred, the foreign currency shall be converted into the recording currency according to the middle price of the market exchange rate disclosed by the People’s Bank of China on the date of the transaction. Among the said transactions that occurred, those involving foreign exchanges shall be converted according to the exchange rates adopted in the actual transactions. On the balance sheet date, the foreign-currency monetary assets and the balance of the liability account shall be converted into the recoding currency according to the middle price of the market exchange rates disclosed by the People’s Bank of China on the Balance Sheet Date. The difference between the recording-currency amount converted according to the exchange rate on the Balance Sheet Date and the original book recording-currency amount shall be recognized as gains/losses from foreign exchange. And the exchange gain/loss caused by the foreign-currency borrowings related to purchasing fixed assets shall be handled according to the principle of capitalizing borrowing expenses; the exchange gain/loss incurred in the establishment period shall be recorded into the establishment expense; others shall be recorded into the financial expenses for the current period. On the balance sheet date, the foreign-currency non-monetary items measured by historical cost shall be converted according to the middle price of the market exchange disclosed by the People’s Bank of China on the date of the transaction, with no changes in the original recording-currency amount; while the foreign-currency non-monetary items measured by fair value shall be converted according to the middle price of the market exchange disclosed by the People’s Bank of China on the date when the fair value is recognized, and the exchange gain/loss caused 58 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. thereof shall be recognized as the gain/loss from fair value changes and recorded into the gain/loss of the current period. (2) Translation of foreign currency The assets and liabilities items among the balance sheet of the foreign operation shall be translated at a spot exchange rate on the balance sheet date. Among the owner’s equity items, except for the items as “undistributed profits”, other items shall be translated at the spot exchange rate at the time when they are incurred. And the revenues and expenses items among the balance sheet of the foreign operation shall be translated at the approximate exchange rate of the transaction date. The difference caused from the above transaction of the foreign currency statement should be listed in the other comprehensive income among the owners’ equities. 10. Financial instruments (1) Category of financial instruments The Company classifies the financial assets into four kinds such as trading financial assets, available-for-sale financial assets, accounts receivable and held-to-maturity investment according to the investment purpose and the economy nature. The Company classifies the financial liabilities into two kinds such as the financial liabilities measured by fair value with the changes included in the current gains and losses and the other financial liabilities measured by amortized cost according to the economy nature. (2) Recognition basis and measurement methods of financial instruments The trading financial assets should be measured by fair value with the changes of fair value included in the current gains and losses; the available-for-sale financial assets should be measured by fair value with the changes of fair value included in the owners’ equities; and the accounts receivable and the held-to-maturity investment should be measured by amortized cost. (3) Recognition basis and measurement methods of financial instruments transformation The Company transfers or delivers a financial asset to a party other than the issuer of the financial asset and the transformation of the financial assets could be whole of the financial assets or a part of it, which including two methods: The enterprise transfers the right to another party for receiving the cash flow of the financial asset; The enterprise transfers the financial asset to another party, but maintains the right to receive the cash flow of the financial asset and undertakes the obligation to pay the cash flow it receives to the final recipient. Where the Company has transferred a part or nearly all of the risks and rewards related to the ownership of the financial asset to the transferee, it shall stop recognizing the financial asset and the difference between the consideration received and the book value of the transferred financial assets should be recognized as gains and losses and at the same time transfers the accumulative gains or losses from the recognized financial assets among the original owners’ equities in the gains and losses; if it retained nearly all of the risks and rewards related to the ownership of the financial asset, it shall continue to recognize the whole or part of the financial assets and the consideration received be recognized as financial liabilities. Where the Company neither transfers nor retains nearly all of the risks and rewards related to the ownership of a financial asset, and it does not cease its control on the said financial asset, it recognizes the relevant financial asset and liability accordingly according to the extent of its continuous involvement in the transferred financial asset. (4) De-recognition conditions of financial liabilities 59 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Only when the prevailing obligations of a financial liability are relieved in all or in part may the recognition of the financial liability be terminated in all or partly. (5) Recognition methods of the fair value of main financial assets and financial liabilities As for the financial assets held by the Company or the financial liabilities plans to undertake, if there exists active market, should adopt the current offering price in the active market, and as for the financial assets plans to be purchased by the Company or the financial liabilities undertook, should adopt the current offering in the active market, and if there is no current offering price or asking price, should adopt the market quotation of the recent transactions or the adjusted market quotation of the recent transactions, except for there is definite evidence indicate the market quotation is not the fair value. Where there is no active market for a financial instrument, the enterprise concerned shall adopt value appraisal techniques, including the prices adopted by the parties, who are familiar with the condition, in the latest market transaction upon their own free will, the current fair value obtained by referring to other financial instruments of the same essential nature etc. (6) Impairment test method and withdrawal methods of impairment provision of financial assets (excluding accounts receivable) The Company shall carry out an inspection, on the balance sheet day, on the carrying amount of the financial assets other than those measured at their fair values and of which the variation is recorded into the profits and losses of the current period. Where there is any objective evidence proving that such financial asset has been impaired, an impairment provision shall be made. For the financial assets with significant single amount, if there is objective evidence indicates the occurred impairment, should recognize the impairment losses and should include which in the current gains and losses. As for the financial assets with insignificant single amount but not occur impairment, the Company should execute the impairment test by credit groups according to the credit degree of the customers and the actual situation of the happen of the bad debts over the years for recognizing the impairment losses. The expression “objective evidence proving that the financial asset has been impaired” refers to the actually incurred events which, after the financial asset is initially recognized, have an impact on the predicted future cash flow of the said financial asset that can be reliably measured by the enterprise. The objective evidences that can prove the impairment of a financial asset shall include: A serious financial difficulty occurs to the issuer or debtor; The debtor breaches any of the contractual stipulations, for example, fails to pay or delays the payment of interests or the principal, etc.; The creditor makes any concession to the debtor who is in financial difficulties due to economic or legal factors, etc.; The debtor will probably become bankrupt or carry out other financial reorganizations; The financial asset can no longer continue to be traded in the active market due to serious financial difficulties of the issuer; It is impossible to identify whether the cash flow of a certain asset within a certain combination of financial assets has decreased or not. But after making an overall appraisal according to the public data available, it is found that the predicted future cash flow of the said combination of financial assets has indeed decreased since it was initially recognized and such decrease can be measured, for example, the ability of the debtor of the said combination of financial assets worsens gradually, the unemployment rate of the country or region where the debtor is situated increases, the prices of the region where the guaranty is situated are obviously dropping, or the industrial sector concerned is in slump, etc.; 60 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Any seriously disadvantageous change has occurred to technical, market, economic or legal environment, etc. wherein the debtor operates its business, which makes the investor of an equity instrument unable to take back its investment; Where the fair value of the equity instrument investment drops significantly or not contemporarily; Other objective evidences showing the impairment of the financial asset. Where a financial asset measured on the basis of post-amortization costs is impaired, the carrying amount of the said financial asset shall be calculated by the difference between the book value and the current value of the predicted future cash flow of the impairment losses. Where any financial asset measured on the basis of post-amortization costs is recognized as having suffered from any impairment loss, if there is any objective evidence proving that the value of the said financial asset has been restored, and it is objectively related to the events that occur after such loss is recognized, the impairment-related losses as originally recognized shall be reversed and be recorded into the profits and losses of the current period. Where a sellable financial asset is impaired, even if the recognition of the financial asset has not been terminated, the accumulative losses arising from the decrease of the fair value of the owner’s equity which is directly included shall be transferred out and recorded into the profits and losses of the current period.. The accumulative losses are the initial cost after deducting the principal, the amortization amount, fair value of current period and balance after originally recorded into impairment loss of profits or losses. After the recognition of impairment losses, if there is any objective evidence indicated that the value of financial assets is resumed and objectively related to the events after the recognition of impairment losses, transfer the impairment losses originally recognized, transfer the impairment losses of available for sale equity instrument investment and recognized as other comprehensive income, and transfer the impairment losses of available for sale liability instruments and record into current profits or losses. 11. Receivables (1) Accounts receivable with significant single amount for which the bad debt provision is made individually significant single amounts refers to the accounts receivable of the Recognition criteria of accounts receivable with individual and single amount more than RMB 1 million (RMB 1 million significant amount include) (including accounts receivable and other accounts receivable) The Company makes an independent impairment test on the accounts receivable with significant single amount, and provision for bad debts shall withdrawn on the basis of the balance Withdrawal method of the bad debt provision of the accounts between the current values of the predicted future cash flow receivable with significant single amounts lower than book value. Upon independent impairment test, the accounts receivable with significant single amounts has not been impaired, it shall be withdrawn bad debt provision based on ending balance by adopting aging analysis method. 61 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. (2) Account receivable withdrawal bad debt provision by the credit risk portfolio Name of the group Method The age of the accounts receivable as the credit risk portfolio Aging analysis In the group, adopting aging analysis withdraws bad debt provision: √ Applicable □ Inapplicable Withdrawal proportion for accounts Withdrawal proportion for other accounts Age receivable receivable Within 1 year (including 1 year) 2.00% 2.00% 1-2 years 5.00% 5.00% 2-3 years 15.00% 15.00% 3-4 years 30.00% 30.00% 4-5 years 60.00% 60.00% Over 5 years 100.00% 100.00% In the groups, adopting balance percentage method to withdraw bad debt provision: □ Applicable √ Inapplicable In the groups, adopting other methods to withdraw bad debt provision: □ Applicable √ Inapplicable (3) Accounts receivable with an insignificant single amount but for which the bad debt provision is made individually Recognition criteria of accounts receivable with individual but insignificant amount: insignificant single amounts refers to the Reason of individually withdrawing bad debt provision accounts receivable of the single amount lower than RMB 1 million (RMB 1 million include) (including accounts receivable and other accounts receivable). As for an account receivable with an insignificant single amount and which can not show its risk feature when withdrawing a bad-bet provision for it on the group basis, the bad-debt provision for the account receivable shall be withdrawn based on the difference of the expected present value of the future cash Withdrawal method for bad debt provision flows of the account receivable that less than its carrying amount. The Company shall withdraw the bad-debt provision for such an account receivable by combining the aging method and individual judgment based on the debtor entity’s actual financial position, cash flows and other relevant information. 12. Inventory 62 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. (1) Category of Inventory Inventory refers to the held-for-sale finished products or commodities, goods in process, materials consumed in the production process or the process providing the labor service etc. Inventory is mainly including the raw materials, low priced and easily worn articles, unfinished products, inventories and work in process–outsourced etc. (2) Pricing method Purchasing and storage of the various inventories should be valued according to the planed cost and the dispatch be calculated according to the weighted average method; carried forward the cost of the finished products according to the actual cost of the current period and the sales cost according to the weighted average method. (3) Determination basis of the net realizable value of inventory and withdrawal method of the provision for falling price of inventory At the balance sheet date, inventories are measured at the lower of the cost and net realizable value. When all the inventories are checked roundly, for those which were destroyed, outdated in all or in part, sold at a loss, etc, the Company shall estimate the irrecoverable part of its cost and withdrawal the inventory falling price reserve at the year-end. Where the cost of the single inventory item is higher than the net realizable value, the inventory falling price reserve shall be withdrawn and recorded into profits and losses of the current period. Of which: in the normal production and operating process, as for the commodities inventory directly for sales such as the finished products, commodities and the materials for sales, should recognize the net realizable value according to the amount of the estimated selling price of the inventory minuses the estimated selling expenses and the relevant taxes; as for the materials inventory needs to be processed in the normal production and operating process, should recognize its net realizable value according to the amount of the estimated selling price of the finished products minuses the cost predicts to be occur when the production completes and the estimated selling expenses as well as the relevant taxes; on the balance sheet date, for the same inventory with one part agreed by the contract price and other parts not by the contract price, should be respectively recognized the net realizable value. For items of inventories relating to a product line that are produced and marketed in the same geographical area, have the same or similar end users or purposes, and cannot be practicably evaluated separately from other items in that product line provision for decline in value is determined on an aggregate basis; for large quantity and low value items of inventories, provision for decline in value is made based on categories of inventories. (4) The perpetual inventory system is maintained for stock system. (5) Amortization method of low-value consumption goods and packages It is one time amortization method of low-value consumption goods and packages when consuming. 13. Divided as assets held for sale The Company recognizes the components (or the non-current assets) which meet with the following conditions as assets held for sale: (1) The components must be immediately sold only according to the usual terms of selling this kind of components under the current conditions; (2) The Company had made solutions on disposing the components (or the non-current assets), for example, the Company should gain the approval from the shareholders according to the regulations and had acquired the approved from the Annual General Meeting or the relevant authority institutions; (3) The Company had signed the irrevocable transformation agreement with the transferee; 63 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. (4) The transformation should be completed within 1 year. 14. Long-term equity investments (1) Judgment standard of joint control and significant influences Joint control, refers to the control jointly owned according to the relevant agreement on an arrangement by the Company and the relevant activities of the arrangement should be decided only after the participants which share the control right make consensus. Significant influence refers to the power of the Group which could anticipate in the finance and the operation polices of the investees, but could not control or jointly control the formulation of the policies with the other parties. (2) Recognition for initial investment cost The initial investment cost of the long-term equity investment shall be recognized by adopting the following ways in accordance with different methods of acquisition: ① As for those forms under the same control of the enterprise combine, if the combine party takes the cash payment, non-cash assets transformation, liabilities assumption or equity securities issuance as the combination consideration, should take the shares of the book value by the ultimate control party in the consolidate financial statement of the owners’ equities of the combiners acquired on the merger date as the initial investment cost. The difference between the initial investment cost and the book value of the paid combination consideration or the total amount of the issued shares of the long-term equity investment should be adjusted the capital reserve; If the capital reserve is insufficient to dilute, the retained earnings shall be adjusted. To include each direct relevant expense occurred when executing the enterprise merger into the current gains and losses; while the handling charges and commission occurs from the issuing the equity securities or the bonds for the enterprise merger should be included in the initial measurement amount of the shareholders’ equities or the liabilities. ② As for long-term equity investment acquired through the merger of enterprises not under the same control, its initial investment cost shall regard as the combination cost calculated by the fair value of the assets, equity instrument issued and liabilities incurred or undertaken on the purchase date adding the direct cost related with the acquisition. The identifiable assets of the combined party and the liabilities (including contingent liability) undertaken on the combining date shall be measured at the fair value without considering the amount of minority interest. The acquirer shall recognize the positive balance between the combination costs and the fair value of the identifiable net assets it obtains from the acquiree as business reputation. The acquirer shall record the negative balance between the combination costs and the fair value of the identifiable net assets it obtains from the acquiree into the consolidated income statement directly. The agent expense and other relevant management expenses such as the audit, legal service and evaluation consultation occurs from the enterprise merger, should be included in the current gains and losses when occur; while the handling charges and commission occurs from the issuing the equity securities or the bonds for the enterprise merger should be included in the initial measurement amount of the shareholders’ equities or the liabilities. ③ Long-term equity investment obtained by other means The initial cost of a long-term equity investment obtained by making payment in cash shall be the purchase cost which is actually paid. The initial cost of a long-term equity investment obtained on the basis of issuing equity securities shall be the fair value of the equity securities issued. The initial cost of a long-term equity investment of an investor shall be the value stipulated in the investment contract or agreement, the unfair value stipulated in the contract or agreement shall be measured at fair value. 64 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. As for long-term investment obtained by the exchange of non-monetary assets, where it is commercial in nature, the fair value of the assets surrendered shall be recognized as the initial cost of the long-term equity investment received; where it is not commercial in nature, the book value of the assets surrendered shall be recognized as the initial cost of the long-term equity investment received. The initial cost of a long-term equity investment obtained by recombination of liabilities shall be recognized at fair value of long-term equity investment. (3) Subsequent measurement and recognition of profits and losses ① An investment in the subsidiary company shall be measured by employing the cost method Where the Company hold, and is able to do equity investment with control over an invested entity, the invested entity shall be its subsidiary company. Where the Company holds the shares of an entity over 50%, or, while the Company holds the shares of an entity below 50%, but has a real control to the said entity, then the said entity shall be its subsidiary company. ② An investment in the joint enterprise or associated enterprise shall be measured by employing the equity method Where the Company hold, and is able to do equity investment with joint control with other parties over an invested entity, the invested entity shall be its joint enterprise. Where the Company hold, and is able to have equity investment with significant influences on an invested entity, the invested entity shall be its associated entity. After the Company acquired the long-term equity investment, should respectively recognize investment income and other comprehensive income according to the net gains and losses as well as the portion of other comprehensive income which should be enjoyed or be shared, and at the same time adjust the book value of the long-term equity investment; corresponding reduce the book value of the long-term equity investment according to profits which be declared to distribute by the investees or the portion of the calculation of cash dividends which should be enjoyed; for the other changes except for the net gains and losses, other comprehensive income and the owners’ equity except for the profits distribution of the investees, should adjust the book value of the long-term equity investment as well as include in the owners’ equity . The investing enterprise shall, on the ground of the fair value of all identifiable assets of the invested entity when it obtains the investment, recognize the attributable share of the net profits and losses of the invested entity after it adjusts the net profits of the invested entity. If the accounting polices adopted by the investees is not accord with that of the Group, should be adjusted according to the accounting policies of the Group and the financial statement of the investees during the accounting period and according which to recognize the investment income as well as other comprehensive income. For the transaction happened between the Company and associated enterprises as well as joint ventures, if the assets launched or sold not form into business, the portion of the unrealized gains and losses of the internal transaction, which belongs to the Group according to the calculation of the enjoyed proportion, should recognize the investment gains and losses on the basis. But the losses of the unrealized internal transaction happened between the Company and the investees which belongs to the impairment losses of the transferred assets, should not be neutralized. The Company shall recognize the net losses of the invested enterprise according to the following sequence: first of all, to write down the book value of the long-term equity investment. Secondly, if the book value of the long-term equity investment is insufficient for written down, should be continued to recognized the investment losses limited to the book value of other long-term equity which forms of the net investment of the investees and to written 65 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. down the book value of the long-term accounts receivable etc. Lastly, through the above handling, for those should still undertake the additional obligations according to the investment contracts or the agreements, it shall be recognized as the estimated liabilities in accordance with the estimated duties and then recorded into investment losses at current period. If the invested entity realizes any net profits later, the Group shall, after the amount of its attributable share of profits offsets against its attributable share of the un-recognized losses, resume recognizing its attributable share of profits. In the preparation for the financial statements, the balance existed between the long-term equity investment increased by acquiring shares of minority interest and the attributable net assets on the subsidiary calculated by the increased shares held since the purchase date (or combination date), the capital reserves shall be adjusted, if the capital reserves are not sufficient to offset, the retained profits shall be adjusted; the Company disposed part of the long-term equity investment on subsidiaries without losing its controlling right on them, the balance between the disposed price and attributable net assets of subsidiaries by disposing the long-term equity investment shall be recorded into owners’ equity. For other ways on disposal of long-term equity investment, the balance between the book value of the disposed equity and its actual payment gained shall be recorded into current profits and losses. For the long-term equity investment measured by adopting equity method, if the remained equity after disposal still adopts the equity method for measurement, the other comprehensive income originally recorded into owners’ equity should adopt the same basis of the accounting disposal of the relevant assets or liabilities directly disposed by the investees according to the corresponding proportion. The owners’ equity recognized owning to the changes of the other owners’ equity except for the net gains and losses, other comprehensive income and the profits distribution of the investees, should be transferred into the current gains and losses according to the proportion. For the long-term equity investment which adopts the cost method of measurement, if the remained equity still adopt the cost method, the other comprehensive income recognized owning to adopting the equity method for measurement or the recognition and measurement standards of financial instrument before acquiring the control of the investees, should adopt the same basis of the accounting disposal of the relevant assets or liabilities directly disposed by the investees and should be carried forward into the current gains and losses according to the proportion; the changes of the other owners’ equity except for the net gains and losses, other comprehensive income and the profits distribution among the net assets of the investees which recognized by adopting the equity method for measurement, should be carried forward into the current gains and losses according to the proportion. For those the Company lost the control of the investees by disposing part of the equity investment as well as the remained equity after disposal could execute joint control or significant influences on the investees, should change to measure by equity method when compiling the individual financial statement and should adjust the measurement of the remained equity to equity method as adopted since the time acquired; if the remained equity after disposal could not execute joint control or significant influences on the investees, should change the accounting disposal according to the relevant regulations of the recognition and measurement standards of financial instrument, and its difference between the fair value and book value on the date lose the control right should be included in the current gains and losses. For the other comprehensive income recognized by adopting equity method for measurement or the recognition and measurement standards of financial instrument before the Group acquired the control of the investees, should execute the accounting disposal by adopting the same basis of the accounting disposal of the relevant assets or liabilities directly disposed by the investees when lose the control of them, while the changes of the other owners’ equity except for the net gains and losses, other comprehensive income and the profits distribution among the net assets of the investees which recognized by adopting the equity method for measurement, should be carried forward into the current gains and losses according to the proportion. Of which, for the disposed remained equity which adopted the equity method for measurement, the other 66 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. comprehensive income and the other owners’ equity should be carried forward according to the proportion; for the disposed remained equity which changed to execute the accounting disposal according to the recognition and measurement standards of financial instrument, the other comprehensive income and the other owners’ equity should be carried forward in full amount. For those the Company lost the control of the investees by disposing part of the equity investment, the disposed remained equity should change to calculate according to the recognition and measurement standards of financial instrument, and difference between the fair value and book value on the date lose the control right should be included in the current gains and losses. For the other comprehensive income recognized from the original equity investment by adopting the equity method, should execute the accounting disposal by adopting the same basis of the accounting disposal of the relevant assets or liabilities directly disposed by the investees when terminate the equity method for measurement, while for the owners’ equity recognized owning to the changes of the other owner’s equity except for the net gains and losses, other comprehensive income and the profits distribution of the investees, should be transferred into the current investment income with full amount when terminate adopting the equity method. 15. Investment real estates Measurement mode of investment real estates: Measurement of cost method Depreciation or amortization method: The investment real estate shall be measured at its cost. Of which, the cost of an investment real estate by acquisition consists of the acquisition price, relevant taxes, and other expense directly relegated to the asset; the cost of a self-built investment real estate composes of the necessary expenses for building the asset to the hoped condition for use. The investment real estates invested by investors shall be recorded at the value stipulated in the investment contracts or agreements, but the unfair value appointed in the contract or agreement shall be entered into the account book at the fair value. As for withdrawal basis of provision for impairment of investment real estates, please refer to withdrawal method for provision for impairment of fixed assets. 16. Fixed assets (1) Conditions for recognition Fixed assets refers to the tangible assets that simultaneously possess the features as follows: (a) they are held for the sake of producing commodities, rendering labor service, renting or business management; and (b) their useful life is in excess of one fiscal year. The fixed assets are only recognized when the relevant economic benefits probably flow in the Company and its cost could be reliable measured. (2) Depreciation methods Expected net salvage Category of fixed assets Method Useful life Annual deprecation value Houses and buildings Average method of 20-40 2.50-5 67 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. useful life Machine equipment Average method of 6-15 6.67-16.67 useful life Transportation Average method of 5-10 10-20 equipment useful life Average method of Electronic equipment useful life Other equipment Average method of 5-10 10-20 useful life (3) Recognition basis, pricing and depreciation method of fixed assets by finance lease The Company recognizes those meet with the following one or certain standards as the fixed assets by finance lease: ① The leasing contract had agreed that (or made the reasonable judgment according to the relevant conditions on the lease starting date) when the lease term expires, the ownership of leasing the fixed assets could be transferred to the Company; ② The Company owns the choosing right for purchasing and leasing the fixed assets, with the set purchase price which is estimated far lower than the fair value of the fixed assets by finance lease when executing the choosing right, so the Company could execute the choosing right reasonably on the lease starting date; ③ Even if the ownership of the fixed assets not be transferred, the lease period is of 75% or above of the useful life of the lease fixed assets; ④ The current value of the minimum lease payment on the lease starting date of the Company is equal to 90% or above of the fair value of the lease fixed assets on the lease starting date; the current value of the minimum lease receipts on the lease starting date of the leaser is equal to 90% or above of the fair value of the lease fixed assets on the lease starting date; ⑤ The nature of the lease assets is special that only the Company could use it if not execute large transformation. The fixed assets by finance lease should take the lower one between the fair value of the leasing assets and the current value of the minimum lease payment on the lease starting date as the entry value. As for the minimum lease payment which be regarded as the entry value of the long-term accounts payable, its difference should be regarded as the unrecognized financing expense. For the initial direct expenses occur in the lease negotiations and the signing process of the lease contracts that attribute to the handling expenses, counsel fees, travel expenses and stamp taxes of the lease items, should be included in the charter-in assets value. The unrecognized financing expenses should be amortized by adopting the actual interest rate during the period of the lease term. The fixed assets by finance lease shall adopt the same depreciation policy for self-owned fixed assets. If it is reasonable to be certain that the lessee will obtain the ownership of the leased asset when the lease term expires, the leased asset shall be fully depreciated over its useful life. If it is not reasonable to be certain that the lessee will obtain the ownership of the leased asset at the expiry of the lease term, the leased asset shall be fully depreciated over the shorter one of the lease term or its useful life 17. Construction in process (1) Valuation of the progress in construction Construction in progress shall be measured at actual cost. Self-operating projects shall be measured at direct materials, direct wages and direct construction fees; construction contract shall be measured at project price payable; project cost for plant engineering shall be recognized at value of equipments installed, cost of installation, trail run of projects. Costs of construction in process also include borrowing costs and exchange gains and losses, which should be capitalized. 68 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. (2) Standardization on construction in process transferred into fixed assets and time point The construction in process, of which the fixed assets reach to the predicted condition for use, shall carry forward fixed assets on schedule. The one that hasn’t audit the final accounting shall recognize the cost and make depreciation in line with valuation value. The construction in process shall adjust the original valuation value at its historical cost but not adjust the depreciation that has been made after auditing the final accounting. 18. Borrowing costs (1) Recognition principle of capitalization of borrowing costs The borrowing costs shall include the interest on borrowings, amortization of discounts or premiums on borrowings, ancillary expenses, and exchange balance on foreign currency borrowings. Where the borrowing costs occurred belong to specifically borrowed loan or general borrowing used for the acquisition and construction of investment real estates and inventories over one year (including one year) shall be capitalized, and record into relevant assets cost. Other borrowing costs shall be recognized as expenses on the basis of the actual amount incurred, and shall be recorded into the current profits and losses. The borrowing costs shall not be capitalized unless they simultaneously meet the following three requirements: (1) The asset disbursements have already incurred; (2) The borrowing costs have already incurred; and (3) The acquisition and construction or production activities which are necessary to prepare the asset for its intended use or sale have already started. (2) The period of capitalization of borrowing costs The borrowing costs arising from acquisition and construction of fixed assets, investment real estates and inventories, if they meet the above-mentioned capitalization conditions, the capitalization of the borrowing costs shall be measured into asset cost before such assets reach to the intended use or sale, Where acquisition and construction of fixed assets, investment real estates and inventories is interrupted abnormally and the interruption period lasts for more than 3 months, the capitalization of the borrowing costs shall be suspended, and recorded into the current expense, till the acquisition and construction of the assets restarts. When the qualified asset is ready for the intended use or sale, the capitalization of the borrowing costs shall be ceased, the borrowing costs occurred later shall be included into the financial expense directly at the current period. (3) Measurement method of capitalization amount of borrowing costs As for specifically borrowed loans for the acquisition and construction or production of assets eligible for capitalization, the to-be-capitalized amount of interests shall be determined in light of the actual cost incurred of the specially borrowed loan at the present period minus the income of interests earned on the unused borrowing loans as a deposit in the bank or as a temporary investment. Where a general borrowing is used for the acquisition and construction or production of assets eligible for capitalization, the enterprise shall calculate and determine the to-be-capitalized amount of interests on the general borrowing by multiplying the weighted average asset disbursement of the part of the accumulative asset disbursements minus the general borrowing by the capitalization rate of the general borrowing used. The capitalization rate shall be calculated and determined in light of the weighted average interest rate of the general borrowing. 19. Intangible assets 69 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. (1) Pricing method, using life and impairment test of intangible assets 1) Pricing method of intangible assets Intangible assets purchased should take the actual payment and the relevant other expenses as the actual cost. For the intangible assets invested by the investors should be recognized the actual cost according to the value of the investment contracts or agreements, however, for the value of the contracts or agreements is not fair, the actual cost should be recognized according to the fair value. For the intangible assets acquires from the exchange of the non-currency assets, if own the commercial nature, should be recorded according to the fair value of the swap-out assets; for those not own the commercial nature, should be recorded according to the book value of the swap-out assets. For the intangible assets acquires from the debts reorganization should be recognized by the fair value. 2) Amortization method and term of intangible assets As for the intangible assets with limited service life, which are amortized by straight-line method when it is available for use within the service period, shall be recorded into the current profits and losses. The Company shall, at least at the end of each year, check the service life and the amortization method of intangible assets with limited service life. When the service life and the amortization method of intangible assets are different from those before, the years and method of the amortization shall be changed. Intangible assets with uncertain service life may not be amortized. However, the Company shall check the service life of intangible assets with uncertain service life during each accounting period. Where there are evidences to prove the intangible assets have limited service life, it shall be estimated of its service life, and be amortized according to the above method mentioned. The rights to use land of the Company shall be amortized according to the rest service life. (2) Accounting polices of internal R & D expenses The internal research and development projects of an enterprise shall be classified into research phase and development phase: the term “research” refers to the creative and planned investigation to acquire and understand new scientific or technological knowledge; the term “development” refers to the application of research achievements and other knowledge to a certain plan or design, prior to the commercial production or use, so as to produce any new material, device or product, or substantially improved material, device and product. The Company collects the expenses of the corresponding phases according to the above standard of classifying the research phase and the development phase. The research expenditures for its internal research and development projects of an enterprise shall be recorded into the profit or loss for the current period. The development expenditures for its internal research and development projects of an enterprise may be capitalized when they satisfy the following conditions simultaneously: it is feasible technically to finish intangible assets for use or sale; it is intended to finish and use or sell the intangible assets; the usefulness of methods for intangible assets to generate economic benefits shall be proved, including being able to prove that there is a potential market for the products manufactured by applying the intangible assets or there is a potential market for the intangible assets itself or the intangible assets will be used internally; it is able to finish the development of the intangible assets, and able to use or sell the intangible assets, with the support of sufficient technologies, financial resources and other resources; the development expenditures of the intangible assets can be reliably measured. 20. Impairment of long-term assets 70 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. For non-current financial Assets of fixed Assets, projects under construction, intangible Assets with limited service life, investing real estate with cost model, long-term equity investment of subsidiaries, cooperative enterprises and joint ventures, the Group should judge whether decrease in value exists on the date of balance sheet. Recoverable amounts should be tested for decrease in value if it exists. Other intangible Assets of reputation and uncertain service life and other non-accessible intangible assets should be tested for decrease in value no matter whether it exists. If the recoverable amount is less than book value in impairment test results, the provision for impairment of differences should include in impairment loss. Recoverable amounts would be the higher of net value of asset fair value deducting disposal charges or present value of predicted cash flow. Asset fair value should be determined according to negotiated sales price of fair trade. If no sales agreement exists but with asset active market, fair value should be determined according to the Buyer’s price of the asset. If no sales agreement or asset active market exists, asset fair value could be acquired on the basis of best information available. Disposal expenses include legal fees, taxes, cartage or other direct expenses of merchantable Assets related to asset disposal. Present value of predicted asset cash flow should be determined by the proper discount rate according to Assets in service and predicted cash flow of final disposal. Asset depreciation reserves should be calculated on the basis of single Assets. If it is difficult to predict the recoverable amounts for single Assets, recoverable amounts should be determined according to the belonging asset group. Asset group is the minimum asset combination producing cash flow independently. In impairment test, book value of the business reputation in financial report should be shared to beneficial asset group and asset group combination in collaboration of business merger. It is shown in the test that if recoverable amounts of shared business reputation asset group or asset group combination are lower than book value, it should determine the impairment loss. Impairment loss amount should firstly be deducted and shared to the book value of business reputation of asset group or asset group combination, then deduct book value of all assets according to proportions of other book value of above assets in asset group or asset group combination except business reputation. After the asset impairment loss is determined, recoverable value amounts would not be returned in future. 21. Amortization method of long-term deferred expenses Long-term deferred expanses of the Company shall be recorded in light of the actual expenditure, and amortized averagely within benefit period. In case of no benefit in the future accounting period, the amortized value of such project that fails to be amortized shall be transferred into the profits and losses of the current period. 22. Payroll (1) Accounting treatment of short-term compensation Short-term compensation mainly including salary, bonus, allowances and subsidies, employee services and benefits, medical insurance premiums, birth insurance premium, industrial injury insurance premium, housing fund, labor union expenditure and personnel education fund, non-monetary benefits etc. The short-term compensation actually happened during the accounting period when the active staff offering the service for the Group should be recognized as liabilities and is included in the current gains and losses or relevant assets cost. Of which the non-monetary benefits should be measured according to the fair value. (2) Accounting treatment of the welfare after demission 71 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. The Company classifies the welfare plans after demission into defined contribution plans and defined benefit plans. Welfare plans after demission refers to the agreement on the welfare after demission reaches between the Company and the employees, or the regulations or methods formulated by the Company for providing the welfare after demission for the employees. Of which, defined contribution plans refers to the welfare plans after demission that the Company no more undertake the further payment obligations after the payment of the fixed expenses for the independent funds; defined benefit plans, refers to the welfare plans after demission except for the defined contribution plans. Defined contribution plans During the accounting period that the Company providing the service for the employees, the Company should recognize the liabilities according to the deposited amount calculated by defined contribution plans, and should be included in the current gains and losses or the relevant assets cost. (3) Accounting treatment of the demission welfare The Company should recognize the payroll payment liabilities occur from the demission welfare according to the earlier date between the following two conditions and include which in the current gains and losses when providing the demission welfare for the employees: the Company could not unilaterally withdraw the demission welfare owning to the relieve plans of the labor relationship or reduction; when the Company recognizing the costs or expenses related to the reorganization involves with the demission welfare payments. (4) Accounting treatment of the welfare of other long-term staffs The Company should recognize the payroll payment liabilities occur from the demission welfare according to the earlier date between the following two conditions and include which in the current gains and losses when providing the demission welfare for the employees: the Company could not unilaterally withdraw the demission welfare owning to the relieve plans of the labor relationship or reduction; when the Company recognizing the costs or expenses related to the reorganization involves with the demission welfare payments. 23. Estimated liabilities (1) Criteria of estimated liabilities Only if the obligation pertinent to a contingencies shall be recognized as an estimated debts when the following conditions are satisfied simultaneously: ① That obligation is a current obligation of the Company; ② It is likely to cause any economic benefit to flow out of the Company as a result of performance of the obligation; and ③ The amount of the obligation can be measured in a reliable way. (2) Measurement of estimated liabilities The Company shall measure the estimated debts in accordance with the best estimate of the necessary expenses for the performance of the current obligation. The Company shall check the book value of the estimated debts on the Balance Sheet Date. If there is any conclusive evidence proving that the said book value can’t truly reflect the current best estimate, the Company shall, subject to change, make adjustment to carrying value to reflect the current best estimate. 24. Revenue 72 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. (1) Recognition of revenue from sale of goods: the revenue from selling shall be recognized by the following conditions: The significant risks and rewards of ownership of the goods have been transferred to the buyer by the Company; the Company retains neither continuous management right that usually keeps relation with the ownership nor effective control over the sold goods; the relevant amount of revenue can be measured in a reliable way; the relevant revenue and costs of selling goods can be measured in a reliable way. The amount of the revenue from selling shall ascertain the revenue incurred by selling goods in accordance with the received or receivable price stipulated in the contract or agreement signed between the enterprise and the buyer, unless the received or receivable amount as stipulated in the contract or agreement is unfair. (2) Recognition of revenue from providing labor services: When the total revenue and costs from providing labor can be measured in a reliable way; the relevant economic benefits are likely to flow into the enterprise; the schedule of completion under the transaction can be measured in a reliable way, the revenue from providing labor shall be recognized. If the Company can reliably estimate the outcome of a transaction concerning the labor services it provides, it shall recognize the revenue from providing services employing the percentage-of-completion method on the date of the balance sheet, otherwise the revenue from the providing of labor services shall be recognized in accordance with the amount of the cost of labor services incurred and expected to be compensated. The Company recognized the completion process of the transaction concerning the labor services according to the proportion of the occurred cost of the estimated total cost. The total amount of the revenue from providing services should be recognized according to the contract price received or receivable from the accepting of the labor services or the agreement price except for those unfair prices. (3) Recognition of the revenue from transferring use rights of assets: When the relevant economic benefits are likely to flow into the enterprises and the amount of revenues can be measured in a reliable way, the revenue from abalienating the right to use assets shall be recognized. The amount of interest revenue should be measured and confirmed in accordance with the length of time for which the enterprise's cash is used by others and the actual interest rate;the amount of royalty revenue should be measured and confirmed in accordance with the period and method of charging as stipulated in the relevant contract or agreement;as for the rental revenue: the amount of the rental revenue from the operation lease should be recognized according to the straight-line method during each period of the lease term or accrued into the current gains and losses if rental actual occurred. 25. Government subsidies (1) Judgment basis and accounting treatment of government subsidies related to assets A government subsidy means the monetary or non-monetary assets obtained free by an enterprise from the government. Government subsidies consist of the government subsidies pertinent to assets and government subsidies pertinent to income according to the relevant government documents. For those the government documents not definite stipulate the assistance object, the judgment basis of the Company classifies the government subsidies pertinent to assets and government subsidies pertinent to income is: whether are used for purchasing or constructing or for forming the long-term assets by other methods. The government subsidies should be recognized only when meet with the attached conditions of the government subsidies as well as could be acquired. If the government subsidies are the monetary assets, should be measured according to the received or receivable amount; and for the government subsidies are the non-monetary assets, should be measured by fair value. The government subsidies pertinent to assets shall be recognized as deferred income, equally distributed within the useful lives of the relevant assets, and included in the current profits and losses. 73 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. (2) Judgment basis and accounting treatment of government subsidies related to profits The government subsidies pertinent to incomes shall be treated respectively in accordance with the circumstances as follows: those subsidies used for compensating the related future expenses or losses of the enterprise shall be recognized as deferred income and shall included in the current profits and losses during the period when the relevant expenses are recognized; or those subsidies used for compensating the related expenses or losses incurred to the enterprise shall be directly included in the current profits and losses. 26. Deferred income tax assets and liabilities (1) Basis of recognizing the deferred income tax assets According to the difference between the book value of the assets and liabilities and their tax basis, A deferred tax assets shall be measured in accord with the tax rates that are expected to apply to the period when the asset is realized or the liability is settled. The recognition of the deferred income tax assets is limited by the income tax payable that the Company probably gains for deducting the deductible temporary differences. At the balance sheet date, where there is strong evidence showing that sufficient taxable profit will be available against which the deductible temporary difference can be utilized, the deferred tax asset unrecognized in prior period shall be recognized. The Company assesses the carrying amount of deferred tax asset at the balance sheet date. If it’s probable that sufficient taxable profit will not be available against which the deductible temporary difference can be utilized, the Company shall write down the carrying amount of deferred tax asset, or reverse the amount written down later when it’s probable that sufficient taxable profit will be available (2) Basis of recognizing the deferred income tax liabilities According to the difference between the book value of the assets and liabilities and their tax basis, A deferred tax liabilities shall be measured in accord with the tax rates that are expected to apply to the period when the asset is realized or the liability is settled. 27. Lease (1) Accounting treatment of operating lease Lessee in an operating lease shall treat the lease payment under an operating lease as a relevant asset cost or the current profit or loss on a straight-line basis over the lease term. The initial direct costs incurred shall be recognized as the current profit or loss; Contingent rents shall be charged as expenses in the periods in which they are incurred. Lessors in an operating lease shall be recognized as the current profit or loss on a straight-line basis over the lease term; Initial direct costs incurred by lessors shall be recognized as the current profit or loss; the initial direct expenses occur should be directly included in the current gains and losses except for those with larger amount and be capitalized as well as be included in the gains and losses by stages. Contingent rents shall be charged as expenses in the periods in which they are incurred. (2) Accounting treatments of financial lease When the Company as the lessee, On the lease beginning date, the Company shall record the lower one of the fair value of the leased asset and the present value of the minimum lease payments on the lease beginning date as the 74 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. entering value in an account, recognize the amount of the minimum lease payments as the entering value in an account of long-term account payable, and treat the balance between the recorded amount of the leased asset and the long-term account payable as unrecognized financing charges and the occurred initial direct expenses, should be recorded in the lease assets value. During each lease period, should recognize the current financing expenses by adopting the actual interest rate. When the Company as the leasor and on the beginning date of the lease term, the Company shall recognize the sum of the minimum lease receipts on the lease beginning date and the initial direct costs as the entering value in an account of the financing lease values receivable, and record the unguaranteed residual value at the same time. The balance between the sum of the minimum lease receipts, the initial direct costs and the unguaranteed residual value and the sum of their present values shall be recognized as unrealized financing income. During each lease period, should recognize the current financing revenues adopting the actual interest rate. 28. Other significant accounting policies and estimates (1) Operation termination Operation termination refers to the compose part that meet with one of the following conditions which had been disposed by the Group or be classified to held-to-sold as well as could be individually distinguished in operating and compiling the financial statement: ① The compose part represents an individual main business or a main operation area; ② The compose part is a part intends to dispose and plan an individual main business or a main operation area; ③ The compose part is a subsidiary which be acquired only for resold. (2) Hedging accounting The term “hedging” refers to one or more hedging instruments which are designated by an enterprise for avoiding the risks of foreign exchange, interest rate, commodity price, stock price, credit and etc., and which is expected to make the changes in fair value or cash flow of hedging instrument(s) to offset all or part of the changes in the fair value or cash flow of the hedged item. The term “hedging instrument” shall refer to a derivative instrument which is designated by an enterprise for hedging and by which it is expected that changes in its fair value or cash flow can offset the changes in fair value or cash flow of the hedged item. For a hedging of foreign exchange risk, a non-derivative financial asset or non-derivative financial liability may be used as a hedging instrument. The “hedged item” shall refer to the following items which make an enterprise faced to changes in fair value or cash flow and are designated as the hedged objectives. The hedging should be executed by the hedging accounting methods when satisfying the following conditions at the same time: ① At the commencement of the hedging, the enterprise shall specify the hedging relationship formally (namely the relationship between the hedging instrument and the hedged item) and prepare a formal written document on the hedging relationship, risk management objectives and the strategies of hedging. ② The hedging expectation is highly efficient and meets the risk management strategy, which is confirmed for the hedging relationship by enterprise at the very beginning. ③ For a cash flow hedging of forecast transaction, the forecast transaction shall be likely to occur and shall make the enterprise faced to the risk of changes in cash flow, which will ultimately affect the profits and losses. ④ The effectiveness of hedging can be reliably measured. 75 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. ⑤ The hedging is highly effective in accounting period in which the hedging relationship is specified. 29. Changes in main accounting policies and estimates (1) Change of accounting policies □ Applicable √ Inapplicable (2) Change of main accounting estimates □ Applicable √ Inapplicable 30. Other Critical accounting judgments and estimates Due to the inside uncertainty of operating activity, the Group needed to make judgments, estimates and assumption on the book value of the accounts without accurate measurement during the employment of accounting policies. And these judgments, estimates and assumption were made basing on the prior experience of the senior executives of the Group, as well as in consideration of other factors. These judgments, estimates and assumption would also affect the report amount of income, costs, assets and liabilities, as well as the disclosure of contingent liabilities on balance sheet date. However, the uncertainty of these estimates was likely to cause significant adjustment on the book value of the affected assets and liabilities. The Group would check periodically the above judgments, estimates and assumption on the basis of continuing operation. For the changes in accounting estimates only affected on the current period, the influence should be recognized at the period of change occurred; for the changes in accounting estimates affected the current period and also the future period, the influence should be recognized at the period of change occurred and future period. On the balance sheet date, the Group needed to make judgments, estimates and assumption on the accounts in the following important items: (1) Provision for bad debts In accordance with the accounting policies of accounts receivable, the Group measured the losses for bad debts by adopting allowance method. The impairment of accounts receivable was based on the appraisal of the recoverability of accounts receivable. The impairment of accounts receivable was dependent on the judgment and estimates. The actual amount and the difference of previous estimates would affect the book value of accounts receivable and the withdrawal and reversal on provision for bad debts of accounts receivable during the period of estimates being changed. (2) Provision for falling price of inventories In accordance with the accounting policies of inventories, for the inventories that the costs were more than the net realizable value as well as out-of-date and dull-sale inventories, the Group withdrawn the provision for falling price of inventories on the lower one between costs and net realizable value. Evaluating the falling price of inventories needed the management level gain the valid evidence and take full consideration of the purpose of inventories, influence of events after balance sheet date and other factors, and then made relevant judgments and estimates. The actual amount and the difference of previous estimates would affect the book value of inventories and the withdrawal and reversal on provision for bad debts of inventories during the period of estimates being 76 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. changed. (3) Held-to-maturity investment The Company classifies the non-derivative financial assets which meet with conditions with fixed or confirmable repayment amount and fixed maturity date as well as the Company owns definite intention and ability to hold until mature as the held-to-maturity investment. To execute the classification needs large judgment. In the process of executing the judgment, the Company would assess the intention and ability of the investment which hold until the due date. Except for the particular situation (for example, selling the investment with insignificant amount when approaching the due date), if the Company fails to hold the investment until the due date, should re-classify the investment to the available-for-sale financial assets and would no more be classified as the held-to-maturity investment in the current fiscal year as well as the afterward two complete fiscal years. If there exits such situation, that would probably cause significant influences on the value of the relevant financial assets presented on the financial statement and may influence the risks management strategies of the financial instruments of the Company. (4) Held-to-maturity investment impairment The Company confirms whether the held-to-maturity investment has impairment depends on the judgment from the management layer to a large extent. The objective evidences of the impairments including the issuers which occur serious financial difficulties that lead the financial assets could not continue to trade in the active market and to execute the contracts regulations (for example, to return the interests or the principal violates a treaty) etc. In the process of executing judgment, the Company needs to evaluate the influences of the objective evidences of the impairment on the estimated future cash flow. (5) The impairment of financial assets available for sale The Group judged whether the financial assets available for sale were impaired relying heavily on the judgment and assumption of the management team, so as to decide whether recognized the impairment losses in the income statement. During the process of making the judgment and assumption, the Group needed to appraise the balance of the cost of the investment exceeding its fair value and the continuous period, the financial status and business forecast in a short period, including the industrial situation, technical reform, credit level, default rate and risk of counterparty. (6) Provision for impairment of non-financial non-current assets The Group made a judgment on the non-current assets other than financial assets whether they had any indication of impairment on the balance sheet date. For the intangible assets without finite service life, other than the annual impairment test, they should be subject to the impairment test when there was any indication of impairment. For other non-current non-financial assets, which should be subjected to impairment test when there was indication of impairment indicated that the book value can’t be recoverable. When the book value of the assets or assets portfolio was more than the recoverable amount, which was the higher one between the net amount of fair value after deducting the disposal expenses and the discounted amount of the estimated future cash flow, it means impairment incurred. The net amount of fair value after deducting the disposal expenses should be fixed the price in the sale agreement for similar assets in the fair transaction minus the increased costs directly attributable to the assets disposal. When estimated the discounted value of future cash flow, the Group needed to make important judgment on the output, selling price, relevant costs and the discount rate for calculating the discounted amount, etc. When estimated the recoverable amount, the Group would adopt all the available documents, including the prediction for relevant output, selling price and relevant operating costs arising from reasonable and supportive assumptions. The Group made the impairment test on goodwill at least one time per year, which required to predict the 77 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. discounted amount of the future cash flow of the assets or assets portfolio with the distributed good will, for which, the Group needed to predict the future cash flow of the assets or assets portfolio, and adopt the property discounted rate to decide the discounted amount of future cash flow. (7) Depreciation and amortization For the investment real estate, fixed assets and intangible assets, the Group withdrew the depreciation and amortization by adopting the straight-line method during the service life after full consideration of the salvage value. The Group checked the service life periodically so as to decide the amount of depreciation and amortization at each reporting period. The service life was fixed by the Group in accordance with the previous experience of the similar assets and the expected technical update. If there was any significant change on the previous estimates, the depreciation and amortization expenses should be adjusted. (8) Income tax During the routine operating activities, there were some uncertainty in the ultimate tax treatment and calculation for parts of transactions. Some accounts of such transaction could be listed as pre-tax expenditures only after the approval of taxation authorities. If there were any differences between the ultimate result of recognition for these taxation maters and their initial estimates, the differences would affect the current income tax and deferred income tax at the period of ultimate recognition. VI. Taxation 1. Main taxes and tax rate Type of tax Taxation basis Tax rates VAT Payable to sales revenue 13%、17% Business tax Taxable operating revenue 5% Tax paid in accordance with the tax Urban maintenance and construction tax Taxable turnover amount regulations of tax units location Corporate income tax Taxable income 25% or 15% Education surcharge Taxable turnover amount 5% 2. Tax preference In 2009, the Company has been identified as High-tech Enterprises, therefore, it enjoys 15-percent preferential rate for corporate income tax; the Company’s controlling subsidiary—Changchai Wanzhou Diesel Engine Co., Ltd., the controlling subsidiary company, shall pay the corporate income tax at tax rate 15% from 1 Jan. 2011 to 31 Dec. 2020 in accordance with the Notice of the Ministry of Finance, the General Administration of Customs of PRC and the National Administration of Taxation about the Preferential Tax Policies for the Western Development. 78 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. VII. Notes on major items in consolidated financial statements of the Company 1. Monetary funds Unit: RMB Yuan Item Closing balance Opening balance Cash on hand 581,259.89 557,508.42 Bank deposits 428,542,157.25 464,204,312.08 Other monetary funds 74,293,795.48 67,207,927.41 Total 503,417,212.62 531,969,747.91 At the period-end, the restricted monetary fund was RMB 74,293,795.48 in total, of which: the bank acceptance deposit was RMB 74,293,795.48. 2. Financial assets measured by fair value and the changes be included in the current gains and losses Unit: RMB Yuan Item Closing balance Opening balance Tradable financial assets 9,000,000.00 2,109,642.19 Equity instruments investment 9,000,000.00 2,109,642.19 Total 9,000,000.00 2,109,642.19 The tradable financial assets in period end were Hai Heng Xin No. 5 priority growth funds. 3. Notes receivable (1) Notes receivable listed by category Unit: RMB Yuan Item Closing balance Opening balance Bank acceptance bill 269,208,012.32 314,236,128.92 Total 269,208,012.32 314,236,128.92 (2) Notes receivable which had endorsed by the Company or had discounted and had not due on the balance sheet date at the period-end Unit: RMB Yuan Amount of recognition termination at the Amount of not terminated recognition at Item period-end the period-end Bank acceptance bill 388,039,971.28 Total 388,039,971.28 79 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. 4. Accounts receivable (1) Accounts receivable disclosed by category Unit: RMB Yuan Closing balance Opening balance Book balance Bad debt provision Book balance Bad debt provision Item Withdra Book Proportio wal Proportio Withdrawal Book value Amount Amount value Amount Amount n proportio n proportion n Accounts receivable with significant single amount for 27,617,8 22,676,2 4,941,687 28,819, 23,459,40 5,360,266.9 3.37% 82.11% 4.75% 81.40% which bad debt 98.20 10.49 .71 671.25 4.33 2 provision separately accrued Accounts receivable withdrawn bad debt 791,051, 211,443, 579,608,5 576,527 207,915,0 368,611,94 provision according 96.41% 26.73% 94.96% 36.06% 649.65 128.62 21.03 ,035.06 91.26 3.80 to credit risks characteristics Accounts receivable with insignificant single amount for 1,776,15 1,413,01 363,144.5 1,776,1 1,413,014 0.22% 79.55% 0.29% 79.55% 363,144.50 which bad debt 9.00 4.50 0 59.00 .50 provision separately accrued Total 820,445, 235,532, 584,913,3 607,122 232,787,5 374,335,35 100.00% 28.71% 100.00% 38.34% 706.85 353.61 53.24 ,865.31 10.09 5.22 Accounts receivable with significant single amount for which bad debt provision separately accrued at period end: √ Applicable □ Inapplicable Unit: RMB Yuan Accounts receivable Closing balance (classified by units) Book balance Bad debt provision Withdrawal Proportion Withdrawal Reason Customer 1 7,063,600.00 3,531,800.00 50.00% Estimated irrecoverable Customer 2 1,902,326.58 1,902,326.58 100.00% Difficult to recover Customer 3 6,215,662.64 6,188,445.25 99.56% Difficult to recover Customer 4 3,456,675.80 2,074,005.48 60.00% Estimated irrecoverable Customer 5 1,035,446.35 1,035,446.35 100.00% Difficult to recover 80 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Customer 6 5,359,381.00 5,359,381.00 100.00% Difficult to recover Customer 7 2,584,805.83 2,584,805.83 100.00% Difficult to recover Total 27,617,898.20 22,676,210.49 -- -- In the groups, accounts receivable adopting aging analysis method to withdraw bad debt provision: √ Applicable □ Inapplicable Unit: RMB Yuan Closing balance Aging Accounts receivable Bad debt provision Withdrawal Proportion Subitem within 1 year Within 1 year 584,187,309.44 11,683,746.19 2.00% Subtotal of within 1 year 584,187,309.44 11,683,746.19 2.00% 1-2 years 3,174,199.41 158,709.97 5.00% 2-3 years 3,903,940.14 585,591.02 15.00% Over 3 years 199,786,200.66 199,015,081.44 3 to 4 years 590,308.85 177,092.66 30.00% 4 to 5 years 894,757.57 536,854.54 60.00% Over 5 years 198,301,134.24 198,301,134.24 100.00% Total 791,051,649.65 211,443,128.62 In the groups, accounts receivable adopting balance percentage method to withdraw bad debt provision: □ Applicable √ Inapplicable (2) Accounts receivable withdraw, reversed or collected during the reporting period The withdrawal amount of the bad debt provision during the reporting period was of RMB 12,817,232.55; the amount of the reversed or collected part during the reporting period was of RMB 10,072,389.03. (3) Top 5 of the closing balance of the accounts receivable collected according to the arrears party At period end, the total amount of top 5 of the closing balance of the accounts receivable collected according to the arrears party was RMB 291,925,358.60, 35.58% of the closing balance of the accounts receivable and the relevant closing balance of bad debt provision was RMB 6,142,832.48. 5. Prepayment (1) List by aging analysis: Unit: RMB Yuan Aging Closing balance Opening balance Amount Proportion Amount Proportion 81 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Within 1 year 10,896,318.00 92.05% 14,026,514.13 92.93% 1 to 2 years 253,648.18 2.14% 127,345.30 0.84% 2 to 3 years 125,236.68 1.06% 70,049.80 0.46% Over 3 years 562,587.36 4.75% 868,946.13 5.77% Total 11,837,790.22 -- 15,092,855.36 -- (2) Top 5 of the closing balance of the prepayment colleted according to the prepayment target At the period-end, the total amount of top 5 of the closing balance of the prepayment collected according to the prepayment target was RMB 10,237,320.98, 86.48% of the closing balance of the accounts receivable. 6. Other accounts receivable (1) Other accounts receivable disclosed by category Unit: RMB Yuan Closing balance Opening balance Book balance Bad debt provision Book balance Bad debt provision Category Withdra Book Proportio wal Proportio Withdrawal Book value Amount Amount value Amount Amount n proportio n proportion n Other accounts receivable with significant single 2,853,18 2,853,18 2,853,1 2,853,188 5.68% 100.00% 7.24% 100.00% amount for which 8.02 8.02 88.02 .02 bad debt provision separately accrued Other accounts receivable withdrawn 45,440,9 25,978,3 19,462,56 34,618, 25,955,69 8,662,701.3 bad debt provision 90.51% 57.17% 87.90% 74.98% 56.09 90.10 5.99 397.46 6.16 0 according to credit risks characteristics Other accounts receivable with insignificant single 1,910,73 1,910,73 1,910,7 1,910,737 3.81% 100.00% 4.86% 100.00% amount for which 7.23 7.23 37.23 .23 bad debt provision separately accrued Total 50,204,8 30,742,3 19,462,56 39,382, 100.00% 30,719,62 78.00% 8,662,701.3 82 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. 81.34 15.35 5.99 322.71 1.41 0 Other accounts receivable with significant single amount for which bad debt provision separately accrued: √ Applicable □ Inapplicable Unit: RMB Yuan Other account receivable Closing balance (classified by units) Book balance Bad provision Withdrawal proportion Withdrawal reason Changchai Group Import 2,853,188.02 2,853,188.02 100.00% Difficult to recover & Export Company Total 2,853,188.02 2,853,188.02 -- -- In the groups, other accounts receivable adopting aging analysis method to accrue bad debt provision: √ Applicable □ Inapplicable Unit: RMB Yuan Closing balance Aging Other account receivable Bad provision Withdrawal proportion Subitem within 1 year Within 1 year 17,673,291.29 353,465.83 2.00% Subtotal of within 1 year 17,673,291.29 353,465.83 2.00% 1-2 years 606,445.70 30,322.29 5.00% 2-3 years 578,360.37 86,754.06 15.00% Over 3 years 26,582,858.73 25,507,847.94 3 to 4 years 853,415.15 256,024.55 30.00% 4 to 5 years 1,194,050.48 716,430.29 60.00% Over 5 years 24,535,393.10 24,535,393.10 100.00% Total 45,440,956.09 25,978,390.10 In the groups, other accounts receivable adopting balance percentage method to withdraw bad debt provision: □ Applicable √ Inapplicable In the groups, other accounts receivable adopting other methods to accrue bad debt provision: □ Applicable √ Inapplicable (2) Accounts receivable withdraw, reversed or collected during the reporting period The withdrawal amount of the bad debt provision during the reporting period was of RMB 821,568.37; the amount of the reversed or collected part during the reporting period was of RMB 798,874.43. (3) Other accounts receivable classified by the nature of accounts Unit: RMB Yuan Nature Closing book balance Opening book balance 83 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Margin and cash pledge 2,004,200.00 2,004,200.00 Unit current amount 30,809,981.36 20,035,808.86 Employee loan 2,588,136.65 2,584,081.29 Other 14,802,563.33 14,758,232.56 Total 50,204,881.34 39,382,322.71 (4) Top 5 of the closing balance of the other accounts receivable collected according to the arrears party Unit: RMB Yuan Proportion of the Closing balance of total year end bad debt provision Name of units Nature Closing balance Aging balance of the accounts receivable Xuzhou East China Casting General Current 8,000,000.00 Within 1 years 15.93% 160,000.00 Factory Changjiang Casting Current 3,000,000.00 Within 1 years 5.98% 60,000.00 Material Co. Ltd Chongqing Wanzhou District State-Owned Current 2,940,000.00 Over 5 years 5.86% 2,940,000.00 Assets Guarantee Co., Ltd Changzhou New District Accounting Current 2,853,188.02 Over 5 years 5.68% 2,853,188.02 Center OEM Group Settlement Current 1,626,483.25 Over 5 years 3.24% 1,626,483.25 Center Total 18,419,671.27 -- 36.69% 7,639,671.27 7. Inventory (1) Category of inventory Unit: RMB Yuan Item Closing balance Opening balance Falling price Falling price Book balance Book value Book balance Book value reserves reserves Raw material 133,016,995.73 2,739,224.97 130,277,770.76 135,763,012.44 2,739,224.97 133,023,787.47 Goods in process 126,298,290.06 19,830,684.94 106,467,605.12 134,613,551.41 19,830,684.94 114,782,866.47 84 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Inventory goods 193,071,538.67 19,634,150.34 173,437,388.33 269,416,214.26 19,634,150.34 249,782,063.92 Total 452,386,824.46 42,204,060.25 410,182,764.21 539,792,778.11 42,204,060.25 497,588,717.86 (2) Falling price reserves of inventory Unit: RMB Yuan Increased amount Decreased amount Item Opening balance Reverse or Closing balance Withdrawal Other Other write-off Raw materials 2,739,224.97 2,739,224.97 Goods in process 19,830,684.94 19,830,684.94 Inventory goods 19,634,150.34 19,634,150.34 Total 42,204,060.25 42,204,060.25 8. Other current assets Unit: RMB Yuan Item Closing balance Opening balance The VAT tax credits 10,671,616.22 28,131,657.32 Export drawback receivable 3,597,384.86 Bank financial products 20,000,000.00 Total 30,671,616.22 31,729,042.18 9. Available-for-sale financial assets (1) List of available-for-sale financial assets Unit: RMB Yuan Item Closing balance Opening balance Depreciation Depreciation Book balance Book value Book balance Book value reserves reserves Available-for-sale equity 684,861,500.00 1,210,000.00 683,651,500.00 499,060,000.00 1,210,000.00 497,850,000.00 instruments: Measured by fair value 638,451,500.00 638,451,500.00 452,650,000.00 452,650,000.00 Measured by cost 46,410,000.00 1,210,000.00 45,200,000.00 46,410,000.00 1,210,000.00 45,200,000.00 method Total 684,861,500.00 1,210,000.00 683,651,500.00 499,060,000.00 1,210,000.00 497,850,000.00 85 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. (2) Available-for-sale financial assets measured by fair value at the period-end Unit: RMB Yuan Available-for-sale equity Available-for-sale debt Category Total instruments instruments Cost of equity instruments /amortized cost of debt 41,874,500.00 41,874,500.00 instruments Fair value 638,451,500.00 638,451,500.00 Changes of fair value accumulated recorded into 507,090,450.00 507,090,450.00 other comprehensive income On 20 Apr. 2015, the Company held the 11th Session of the 7th Board of Directors, which reviewed and approved the Proposal on the Company Lent the Shares of the “Futon Automobile” by Participating in the Securities Financing Business that agreed to use the shares of the “Futon Automobile” of not more than 10 million shares for participating the lending transactions of refinance securities. At the period-end, there were 4.8168 million shares of the “Futon Automobile” in the lending period of refinance securities of the Company. (3) Available-for-sale financial assets measured by cost at the period-end Unit: RMB Yuan Book balance Impairment provision Shareholdi Cash ng bonus of Investee Period-beg Period-beg proportion the Increase Decrease Period-end Increase Decrease Period-end in in among the reporting investees period Jiangsu 38,000,000 38,000,000 3,040,000. 0.42% Bank .00 .00 00 Qidong Liantong 7,200,000. 7,200,000. Dynamom 3.20% 717,273.40 00 00 eter Co., Ltd. 1,210,000. 1,210,000. 1,210,000. 1,210,000. Others 00 00 00 00 46,410,000 46,410,000 1,210,000. 1,210,000. 3,757,273. Total -- .00 .00 00 00 40 (4) Changes of the impairment of the available-for-sale financial assets during the reporting period Unit: RMB Yuan Category Available-for-sale equity Available-for-sale debt Total 86 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. instruments instruments Balance of the withdrawn impairment at 1,210,000.00 1,210,000.00 the period-begin Balance of the withdrawn impairment at 1,210,000.00 1,210,000.00 the period-end 10. Long-term equity investment Unit: RMB Yuan Increase/decrease Closing Gains and Adjustme Cash Withdraw balance Additiona losses nt of Opening Reduced Changes bonus or al of Closing of Investees l recognize other balance investmen of other profits impairme Other balance impairme investmen d under comprehe t equity announce nt nt t the equity nsive d to issue provision provision method income Associated enterprises Changzho u Fuji Changcha 20,459,97 397,632.4 20,857,60 i Robin 5.99 7 8.46 Gasoline Engine Co., Ltd. Beijing Tsinghua Industrial Investme 44,182.50 nt Managem ent Co., Ltd. 20,459,97 397,632.4 20,857,60 Subtotal 44,182.50 5.99 7 8.46 20,459,97 397,632.4 20,857,60 Total 44,182.50 5.99 7 8.46 11. Investment property (1) Investment property adopted the cost measurement mode √ Applicable □ Inapplicable 87 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Unit: RMB Yuan Item Houses and buildings Land use right construction in progress Total I. Original book value 1. Opening balance 87,632,571.14 87,632,571.14 2. Increased amount of the period (1) Outsourcing (2) Transfer of inventory\fixed assets\project under construction (3) Increased from enterprise merger 3. Decreased amount of the period (1) Disposal (2) Other transfer 4. Closing balance 87,632,571.14 87,632,571.14 II. Accumulative depreciation and accumulative amortization 1.Opening balance 28,143,200.31 28,143,200.31 2. Increased amount of 1,104,170.40 1,104,170.40 the period (1) Withdrawal or 1,104,170.40 1,104,170.40 amortization 3. Decreased amount of the period (1) Disposal (2) Other transfer 4. Closing balance 29,247,370.71 29,247,370.71 III. Depreciation reserves 1.Opening balance 2. Increased amount of the period (1) Withdrawal 3. Decreased amount of 88 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. the period (1) Disposal (2) Other transfer 4. Closing balance IV. Book value 1. Closing book value 58,385,200.43 58,385,200.43 2. Opening book value 59,489,370.83 59,489,370.83 (2) Investment property adopted fair value measurement mode □ Applicable √ Inapplicable 12. Fixed assets (1) List of fixed assets Unit: RMB Yuan Houses and Machinery Transportation Item Other Total buildings equipment equipment I. Original book value 1. Opening balance 396,824,164.27 770,315,059.04 24,972,308.30 34,183,862.24 1,226,295,393.85 2. Increased amount of the period 21,536,116.22 14,354,832.68 657,945.85 2,111,328.87 38,660,223.62 (1) Purchase 452,518.33 851,265.33 5,810.20 375,621.66 1,685,215.52 (2) Transfer of project under 21,083,597.89 13,503,567.35 652,135.65 1,735,707.21 36,975,008.10 construction (3) Increased from enterprise merger 3. Decreased amount of the 5,059,347.20 4,740,431.32 675,815.36 1,305,625.88 11,781,219.76 period (1) Disposal or scrap 5,059,347.20 4,740,431.32 675,815.36 1,305,625.88 11,781,219.76 4. Closing balance 413,300,933.29 779,929,460.40 24,954,438.79 34,989,565.23 1,253,174,397.71 II. Accumulative depreciation 1.Opening balance 193,412,968.17 414,074,319.32 15,860,361.40 26,128,345.76 649,475,994.65 2. Increased amount of the period 8,679,275.61 29,255,565.97 1,184,158.36 1,354,167.58 40,473,167.52 (1) Withdrawal 8,679,275.61 29,255,565.97 1,184,158.36 1,354,167.58 40,473,167.52 3. Decreased amount of the 2,953,621.58 5,022,516.35 452,631.96 1,850,231.24 9,279,001.13 period (1) Disposal or scrap 2,953,621.58 5,022,516.35 452,631.96 1,850,231.24 9,279,001.13 89 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. 4. Closing balance 199,138,622.20 438,307,368.94 16,591,887.80 25,632,282.10 679,670,161.04 III. Depreciation reserves 1.Opening balance 4,033,452.59 4,033,452.59 2. Increased amount of the period (1) Withdrawal 3. Decreased amount of the period (1) Disposal or scrap 4. Closing balance 4,033,452.59 4,033,452.59 IV. Book value 1. Closing book value 2. Opening book value 13. Construction in progress (1) List of construction in progress Unit: RMB Yuan Item Closing amount Opening amount Book balance Bad debt Book value Book balance Bad debt Book value provision provision Trial production workshop project 26,674,962.98 26,674,962.98 27,883,095.92 27,883,095.92 technology center Casting renovation 277,006.95 277,006.95 741,568.90 741,568.90 project Expansion capacity of 35,931,982.49 35,931,982.49 27,757,667.58 27,757,667.58 multi-cylinder (The 2nd Period) Base of land in 360,006.82 360,006.82 748,806.82 748,806.82 Hehai Road Diesel Engine Cylinder Body Flexible 1,851,752.13 1,851,752.13 10,913,075.99 10,913,075.99 Manufacturing Line Equipment to be 53,105,820.36 53,105,820.36 66,904,102.66 66,904,102.66 90 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. installed and payment for projects Total 118,201,531.73 118,201,531.73 134,948,317.87 134,948,317.87 (2) Changes of significant construction in progress Unit: RMB Yuan Of Amount Proporti which: Accumul that on the Capitaliz Other ative Increase transferr estimate amount ation rate Estimate decrease amount Name o f Opening d amount ed to Closing d of the Project of the of the Capital d d amount of item balance of the fixed balance project progress capitaliz interests resources number of the capitaliz period assets of accumul ed of the period ed the ative interests period interests period input of the period Trial producti on 27,883,0 1,208,13 26,674,9 worksho 其他 95.92 2.94 62.98 p project technolo gy center Casting renovati 741,568. 277,006. 741,568. 277,006. 其他 on 90 95 90 95 project Expansio n capacity of 27,757,6 8,174,31 35,931,9 其他 multi-cyl 67.58 4.91 82.49 inder (The 2nd Period) Base of land in 748,806. 388,000. 360,006. 其他 Hehai 82 00 82 Road Diesel 10,913,0 8,776,32 285,000. 1,851,75 其他 91 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Engine 75.99 3.86 00 2.13 Cylinder Body Flexible Manufac turing Line 68,044,2 8,451,32 10,726,0 673,000. 65,095,7 Total -- -- -- 15.21 1.86 25.70 00 11.37 14. Intangible assets (1) List of intangible assets Unit: RMB Yuan Non-patented Item Land use right Patent right Software Total technology I. Total original book value 1. Opening balance 137,782,945.30 2,994,758.97 140,777,704.27 2. Increase in the 668,853.40 668,853.40 reporting period (1) Purchase 668,853.40 668,853.40 (2) Internal R &D (3) Increase from enterprise combination 3. Decrease in the reporting period (1) Purchase 4. Closing balance 137,782,945.30 3,663,612.37 141,446,557.67 II. Total accrued amortization 1. Opening balance 35,719,255.75 617,355.90 36,336,611.65 2. Increase in the 1,153,757.48 575,053.14 1,728,810.62 reporting period (1) Withdrawal 1,153,757.48 575,053.14 1,728,810.62 3. Decrease in the reporting period (1) Disposal 92 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. 4. Closing balance 36,873,013.23 1,192,409.04 38,065,422.27 III. Total impairment provision 1. Opening balance 2. Increase in the reporting period (1) Withdrawal 3. Decrease in the reporting period (1) Disposal 4. Closing balance IV. Total book value of intangible assets 1. Book value of the 100,909,932.07 2,471,203.33 103,381,135.40 period-end 2. Book value of the 102,063,689.55 2,377,403.07 104,441,092.62 period-begin 15. Deferred income tax assets/deferred income tax liabilities (1) Deferred income tax assets had not been off-set Unit: RMB Yuan Closing balance Opening balance Item Deductible temporary Deferred income tax Deductible temporary Deferred income tax difference assets difference assets Assets impairment 7,232,422.11 1,084,863.32 7,232,422.11 1,084,863.32 provision Total 7,232,422.11 1,084,863.32 7,232,422.11 1,084,863.32 (2) Deferred income tax liabilities had not been off-set Unit: RMB Yuan Closing balance Opening balance Item Deductible temporary Deferred income tax Deductible temporary Deferred income tax difference liabilities difference liabilities Change in fair value of 596,577,000.00 89,486,550.00 410,775,500.00 61,616,325.00 available financial assets Total 596,577,000.00 89,486,550.00 410,775,500.00 61,616,325.00 93 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. (3) Deferred income tax assets or liabilities listed by net amount after off-set Unit: RMB Yuan Mutual set-off amount of Amount of deferred Mutual set-off amount of Amount of deferred deferred income tax income tax assets or deferred income tax income tax assets or Item assets and liabilities at liabilities after off-set at assets and liabilities at liabilities after off-set at the period-end the period-end the period-begin the period-begin Deferred income tax 1,084,863.32 1,084,863.32 assets Deferred income tax 89,486,550.00 61,616,325.00 liabilities (4) List of unrecognized deferred income tax assets Unit: RMB Yuan Item Closing balance Opening balance Bad debt provision 266,274,668.96 256,274,709.39 Inventory falling price reserves 42,204,060.25 42,204,060.25 Total 308,478,729.21 298,478,769.64 16. Short-term loans (1) Category of short-term loans Unit: RMB Yuan Category Closing balance Opening balance Guaranteed loan 15,000,000.00 20,000,000.00 Total 15,000,000.00 20,000,000.00 17. Notes payable Unit: RMB Yuan Category Closing balance Opening balance Bank acceptance bill 249,710,000.00 218,351,400.00 Total 249,710,000.00 218,351,400.00 18. Accounts payable Unit: RMB Yuan Category Closing balance Opening balance 94 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Payment for goods 535,114,777.12 550,858,517.60 Total 535,114,777.12 550,858,517.60 19. Advance from customers Unit: RMB Yuan Item Closing balance Opening balance Payment for goods 37,751,020.98 29,364,756.16 Total 37,751,020.98 29,364,756.16 20. Payroll payable (1) List of Payroll payable Unit: RMB Yuan Item Opening balance Increase Decrease Closing balance I. Short-term salary 61,303,762.60 127,161,168.97 160,602,599.63 27,862,331.94 II. welfare after departure- defined 19,891,214.29 19,891,214.29 contribution plan Total 61,303,762.60 147,052,383.26 180,493,813.92 27,862,331.94 (2) List of Short-term salary Unit: RMB Yuan Item Opening balance Increase Decrease Closing balance 1. Salary, bonus, 55,397,399.62 103,070,401.19 136,423,623.14 22,044,177.67 allowance, subsidy 2. Employee welfare 2,906,792.95 2,906,792.95 3. Social insurance 10,103,925.44 10,103,925.44 Including: 1. Medical 7,584,920.82 7,584,920.82 insurance premiums Work-related injury 1,701,769.83 1,701,769.83 insurance Maternity insurance 817,234.79 817,234.79 4. Housing fund 9,014,654.00 9,014,654.00 5. Labor union budget and employee education 5,906,362.98 2,065,395.39 2,153,604.10 5,818,154.27 budget 95 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Total 61,303,762.60 127,161,168.97 160,602,599.63 27,862,331.94 (3) List of drawing scheme Unit: RMB Yuan Item Opening balance Increase Decrease Closing balance 1. Basic endowment 18,339,120.50 18,339,120.50 insurance 2. Unemployment 1,552,093.79 1,552,093.79 insurance expense Total 19,891,214.29 19,891,214.29 21. Taxes payable Unit: RMB Yuan Item Closing balance Opening balance VAT 92,301.62 2,537.79 Corporate income tax 4,634,442.76 11,517,844.35 Personal income tax 411,791.70 211,204.93 Urban maintenance and construction tax 421,536.55 830,449.50 Property tax 356,430.48 343,204.46 Education Surcharge 5,035.35 136.60 The comprehensive fee 1,666,447.11 1,606,598.64 Total 7,587,985.57 14,511,976.27 22. Dividends payable Unit: RMB Yuan Item Closing balance Opening balance Common stock dividends 3,243,179.97 3,243,179.97 Minority shareholder dividends 648,253.86 648,253.86 Total 3,891,433.83 3,891,433.83 23. Other accounts payable (1) Other accounts payable listed by nature of the account Unit: RMB Yuan 96 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Item Closing balance Opening balance Margin and cash pledge 4,141,793.03 3,260,188.79 Unit current amount 11,141,793.05 10,133,775.91 Personal amount payable 752,016.93 965,413.51 Sales discount and promotion 163,374,232.01 141,620,797.47 Three guarantees 53,446,981.78 40,580,689.64 Other 232,856,816.80 196,560,865.32 24. Other current-liabilities Unit: RMB Yuan Item Closing balance Opening balance Sewage charge 95,000.00 200,000.00 Electric charge 2,231,960.70 2,214,092.24 Other 218,092.41 578,904.50 Total 2,545,053.11 2,992,996.74 25. Deferred income Unit: RMB Yuan Item Opening balance Increase Decrease Closing balance Formation reasons Government Government 54,185,979.32 332,986.81 53,852,992.51 subsidies allocations Total 54,185,979.32 332,986.81 53,852,992.51 -- Items involved in government subsidies: Unit: RMB Yuan Amount accrued Amount of newly Related to the Item Opening balance in non-business Other changes Closing balance subsidy assets/ income income Electric control of diesel engine research and 2,240,400.00 2,240,400.00 development and industrialization allocations National major Related to the project special 28,770,000.00 28,770,000.00 assets allocations Remove Related to the 23,175,579.32 332,986.81 22,842,592.51 compensation assets 97 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Total 54,185,979.32 332,986.81 53,852,992.51 -- 26. Share capital Unit: RMB Yuan Increase/decrease (+/-) Opening Capitalization Closing Newly issue balance Bonus shares of public Other Subtotal balance share reserves The sum of 561,374,326.00 561,374,326.00 shares 27. Capital reserves Unit: RMB Yuan Item Opening balance Increase Decrease Closing balance Capital surplus (Capital 143,990,690.24 143,990,690.24 premium) Other capital reserves 20,337,975.19 20,337,975.19 Total 164,328,665.43 164,328,665.43 28. Other comprehensive income Unit: RMB Yuan Reporting period Less: Amount transferred into profit and loss in the Amount After-tax After-tax Opening current period Less: Closing Item incurred attribute to attribute to balance that income tax balance before the parent minority recognized expense income tax company shareholder into other comprehensive income in prior period II. Other comprehensive income 349,159,175. 185,801,50 27,870,225. 157,931,27 507,090,4 reclassify into profits and losses in 00 0.00 00 5.00 50.00 future Changes of fair value of available for 349,159,175. 185,801,50 27,870,225. 157,931,27 507,090,4 98 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. sale financial assets 00 0.00 00 5.00 50.00 Total of other comprehensive income 349,159,175. 185,801,50 27,870,225. 157,931,27 507,090,4 00 0.00 00 5.00 50.00 29. Specific reserves Unit: RMB Yuan Item Opening balance Increase Decrease Closing balance Safety production cost 8,332,077.21 8,332,077.21 Total 8,332,077.21 8,332,077.21 30. Specific reserves Unit: RMB Yuan Item Opening balance Increase Decrease Closing balance Statutory surplus 284,994,839.06 284,994,839.06 reserves Discretional surplus 13,156,857.90 13,156,857.90 reserves Total 298,151,696.96 298,151,696.96 31. Retained profits Unit: RMB Yuan Item 2015 2014 Opening balance of retained profits before 555,590,894.67 502,779,906.92 adjustments Opening balance of retained profits after 555,590,894.67 502,779,906.92 adjustments Add: Net profit attributable to owners of the 37,563,399.18 64,202,144.29 Company Less: Withdrawal of statutory surplus reserves 8,522,122.57 Dividend of common stock payable 11,227,486.52 8,420,614.89 Other transformation(Minority shareholders accumulated excess losses born by the parent 5,551,580.92 Company) Closing retained profits 581,593,820.52 555,590,894.67 99 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. 32. Revenue and Cost of Sales (1) Revenue, Cost of Sales Unit: RMB Yuan 2015 2014 Item Revenue Cost Revenue Cost Main operation 1,350,510,775.34 1,173,357,978.37 1,326,898,748.16 1,158,502,245.27 Other operation 9,385,125.35 5,715,124.36 12,977,453.56 6,982,513.36 Total 1,359,895,900.69 1,179,073,102.73 1,339,876,201.72 1,165,484,758.63 33. Business tax and surcharges Unit: RMB Yuan Item 2015 2014 Business tax 120,612.60 135,203.48 Urban maintenance and construction tax 1,255,742.07 110,125.57 Education surtax 903,657.76 69,958.35 Total 2,280,012.43 315,287.40 34. Sales expenses Unit: RMB Yuan Item 2015 2014 Office expenses 8,713,283.05 9,908,567.84 Employee’s remuneration 12,430,572.11 12,241,733.45 Sales promotional expense 6,919,526.51 5,815,563.78 three guarantees 24,877,205.63 24,972,079.19 Transportation 4,383,942.37 4,940,346.63 Other 734,569.25 645,523.18 Total 58,059,098.92 58,523,814.07 35. Administrative expenses Unit: RMB Yuan Item 2015 2014 Office expenses 12,135,083.25 11,300,320.13 Employee’s remuneration 30,279,507.54 25,662,412.41 100 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Depreciation and amortization 8,657,938.02 6,611,090.07 Research and development expense 22,045,157.07 27,575,838.28 Transportation 2,218,091.89 2,782,316.02 Repair charge 2,101,559.99 1,862,698.02 Taxation expense 3,785,315.92 3,899,516.70 Safety expenses 951,236.54 1,061,524.68 Other 2,227,133.96 2,126,860.53 Total 84,401,024.18 82,882,576.84 36. Financial expenses Unit: RMB Yuan Item 2015 2014 Interest expenses 1,317,324.03 1,508,536.32 Less: Interest income 3,247,570.12 3,755,081.76 Exchange net profit or loss -1,609,657.81 936,130.45 Other -3,133,799.84 -5,822,147.79 Total -6,673,703.74 -7,132,562.78 37. Asset impairment loss Unit: RMB Yuan Item 2015 2014 I. Bad debt loss 2,767,537.46 643,782.35 Total 2,767,537.46 643,782.35 38. Investment income Unit: RMB Yuan Item 2015 2014 Income of long term equity investment 397,632.47 613,793.67 measured by equity method Investment income obtained from the disposal of financial assets measured by fair value and 1,390,730.97 858,876.50 changes recorded into current profit and losses Investment income achieved during the period 3,112,240.00 of holding transactional financial assets Total 4,900,603.44 1,472,670.17 101 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. 39. Non-operating gains Unit: RMB Yuan Recorded in the amount of the Item 2015 2014 non-recurring gains and losses Including: Gains from disposal 106,674.56 158,173.02 106,674.56 of fixed assets Government grants 2,573,286.81 5,516,500.00 2,573,286.81 Insurance compensation 604,260.63 603,385.33 604,260.63 Confiscated income 36,121.36 86,891.25 36,121.36 Income from disposal of current 185,478.91 297,738.00 185,478.91 assets Account payable no need to pay 85,655.38 219,251.33 85,655.38 Other 72,634.25 336,523.69 72,634.25 Total 3,664,111.90 7,218,462.62 3,664,111.90 Government subsidies recorded into current profits and losses Unit: RMB Yuan Item 2015 2014 Related to the assets/ income The mayor award 500,000.00 Related to the income Special fund for trine 1,600,300.00 Related to the assets/ income Science and Technology 30,000.00 Related to the income Progress Award The special national high technology research and 2,720,000.00 Related to the assets/ income development plan R & D and industrialization of 2,463,513.19 Related to the income electric non-road diesel engine Talent development funds 110,000.00 Related to the assets/ income Compensation for demolition 332,986.81 332,986.81 Related to the assets/ Total 2,573,286.81 5,516,500.00 -- 40. Non-operating expenses Unit: RMB Yuan The amount included in the Item 2015 2014 current non-recurring gains and losses Loss on disposal of non-current 14,758.29 61,479.60 102 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. assets Including: Loss on disposal of 14,758.29 61,479.60 14,758.29 fixed assets Donation 100,000.00 130,000.00 100,000.00 Penalty expense 100,000.00 20,000.00 100,000.00 The flood control security fund 1,359,895.90 1,339,876.20 1,359,895.90 Loss on disposal of current 1,242,677.62 4,036,328.10 1,242,677.62 assets Other 15,326.35 27,763.70 15,326.35 Total 2,832,658.16 5,605,447.60 2,832,658.16 41. Income tax expense (1) Lists of income tax expense Unit: RMB Yuan Item 2015 2014 Current income tax expense 7,503,443.33 7,094,145.06 Total 7,503,443.33 7,094,145.06 (2) Adjustment process of accounting profit and income tax expense Unit: RMB Yuan Item 2015 Total profits 45,387,899.08 Current income tax expense accounted by tax and relevant 6,858,132.88 regulations Influence of different tax rate suitable to subsidiary 61,029.89 Influence of income tax before adjustment 13,565.39 Influence of not deductable costs, expenses and losses 904,136.05 Influence of deductable losses of deferred income tax assets 3,522,579.12 derecognized used in previous period Influence of deductible temporary difference or deductible losses -3,856,000.00 of deferred income tax assets derecognized in reporting period Income tax expense 7,503,443.33 103 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. 42. Supplementary information to cash flow statement (1) Other cash received relevant to operating activities Unit: RMB Yuan Item 2015 2014 Subsidies and grants 2,240,300.00 2,034,000.00 Cash received from other current account 5,874,363.25 12,225,876.71 Interest income 3,247,570.12 3,755,081.76 Total 11,362,233.37 18,014,958.47 (2) Other cash paid relevant to operating activities Unit: RMB Yuan Item 2015 2014 Sale expense paid into cash 14,343,363.07 19,612,069.29 Management expense paid into cash 19,150,193.53 17,316,833.94 Commission Expenses 242,529.32 291,567.35 Other 321,536.23 260,072.16 Total 34,057,622.15 37,480,542.74 43. Supplementary information to cash flow statement (1) Information of net profit to net cash flows generated from operating activities Unit: RMB Yuan Item 2015 2014 1. Information about converting net profits -- -- into cash for operating activities: Net income 38,217,442.56 35,150,085.34 Add: Asset impairment reserves 2,767,537.46 643,782.35 Depreciation of fixed assets, oil and gases 40,473,167.52 39,750,825.98 and productive biological assets Amortization of intangible assets 1,728,810.62 1,312,826.92 Losses on disposal of fixed assets, intangible assets and other -106,674.56 -135,455.08 long-term assets (gains: negative) Financial cost (gains: negative) 1,350,365.56 1,508,536.32 104 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Investment losses (gains: negative) -4,900,603.44 -1,472,670.17 Increase of deferred income tax liabilities 27,870,225.00 -300.00 (gains: negative) Decrease in inventories (gains: negative) 87,405,953.65 34,056,086.30 Decrease in accounts receivable from -109,506,857.89 -112,067,072.47 operating activities (gains: negative) Increase in payables from operating -38,571,625.36 -29,102,433.34 activities (decrease: negative) Net cash flows generated from operating 46,727,741.12 -30,355,787.85 activities 2. Investing and financing activities that do -- -- not involving cash receipts and payment: 3. Net increase in cash and cash equivalents -- -- Closing balance of cash 429,123,417.14 476,397,562.50 Less: Opening balance of cash 464,761,820.50 610,882,216.18 Net increase in cash and cash equivalents -35,638,403.36 -134,484,653.68 (2) Cash and cash equivalents Unit: RMB Yuan Item 2015 2014 1.Cash 429,123,417.14 464,761,820.50 Of which: cash in hand 581,259.89 344,615.56 Bank deposits available for payment at any 428,542,157.25 476,052,946.94 time 3. Balance of cash and cash equivalents at 429,123,417.14 464,761,820.50 the period-end 44. The assets with the ownership or use right restricted Unit: RMB Yuan Item Closing book value Restricted reason Bank acceptance draft deposited in the Monetary capital 74,293,795.48 margin Total 74,293,795.48 -- 45. Foreign currency monetary items Unit: RMB Yuan 105 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Closing foreign currency Closing convert to RMB Item Exchange rate balance balance Of which: USD 395,940.57 6.1181 2,422,404.00 HKD 1,380,790.93 0.7892 1,089,720.20 Of which: USD 9,194,311.75 6.1181 56,251,718.72 VIII. Equity in other entities 1. Equity in subsidiary (1) The structure of the enterprise group Name of the Main operating Registration Nature of Proportion of shareholding Way of gaining subsidiary place place business Directly Indirectly Changchai Wanzhou Diesel Chongqing City Chongqing City Industry 60.00% Set-up Engine Co., Ltd. Changzhou Changchai Benniu Diesel Changzhou City Changzhou City Industry 99.00% 1.00% Set-up Engine Fittings Co., Ltd. Changzhou Housheng Changzhou City Changzhou City Service 100.00% Set-up Investment Co., Ltd. Changzhou Changchai Housheng Changzhou City Changzhou City Industry 70.00% 25.00% Set-up Agricultural Equipment Co., Ltd. (2) Significant not wholly owned subsidiary Unit: RMB Yuan Shareholding The profits and losses Declaring dividends Balance of minority Name proportion of minority arbitrate to the minority distribute to minority shareholder at closing shareholder shareholders shareholder period CHANGCHAI 40.00% 699,338.94 16,519,187.82 WANZHOU DIESEL 106 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. ENGINE CO., LTD. Changzhou Changchai Housheng Agricultural 5.00% -45,295.56 343,765.63 Equipment Co., Ltd. (3) The main financial information of significant not wholly owned subsidiary Unit: RMB Yuan Closing balance Opening balance Non-curr Non-curr Non-curr Non-curr Name Current Total Current Total current Total Current Total ent ent ent ent assets assets liabilities liability assets assets liabilities liability assets liability assets liability CHANG CHAI WANZH OU 55,024,6 29,118,4 84,143,1 42,845,1 42,845,1 55,203,4 29,640,2 84,843,7 45,294,0 45,294,0 DIESEL 59.66 59.13 18.79 49.26 49.26 67.86 45.55 13.41 91.22 91.22 ENGIN E CO., LTD. Changzh ou Changch ai Houshen 8,610,63 469,720. 9,080,36 2,205,04 2,205,04 10,348,7 491,333. 10,840,0 3,058,84 3,058,84 g 9.50 86 0.36 7.87 7.87 39.81 07 72.88 9.18 9.18 Agricult ural Equipme nt Co., Ltd. Unit: RMB Yuan 2015 2014 Total Total Name Operation Operating Operation Operating Net profit comprehensi Net profit comprehensi revenue cash flow revenue cash flow ve income ve income CHANGCH AI 46,604,607.8 53,566,101.7 WANZHOU 1,748,347.34 1,748,347.34 6,600,149.69 2,219,040.58 2,219,040.58 -9,526,891.35 7 7 DIESEL ENGINE 107 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. CO., LTD. Changzhou Changchai Housheng 897,928.98 -905,911.21 -905,911.21 -1,075,236.54 -567,537.47 -567,537.47 -1,896,321.54 Agricultural Equipment Co., Ltd. 2. Equity in joint venture arrangement or associated enterprise (1) Significant joint venture arrangement or associated enterprise Proportion (%) Accounting treatment of the Main operating Registration investment of Name Business nature place place Directly Indirectly joint venture or associated enterprise Changzhou Fuji Changchai Robin Changzhou Changzhou Industrial 33.00% Equity method Gasoline Engine Co., Ltd. (2) Main financial information of significant joint venture Unit: RMB Yuan Closing balance /2015 Opening balance/2014 Changzhou Fuji Changchai Robin Changzhou Fuji Changchai Robin Gasoline Engine Co., Ltd. Gasoline Engine Co., Ltd. Current assets 72,903,887.60 86,901,570.38 Non-current assets 12,354,962.58 13,200,248.78 Total assets 85,258,850.18 100,101,819.16 Current liabilities 22,053,975.43 38,101,891.30 Total liabilities 22,053,975.43 38,101,891.30 Equity attributable to owners of the 63,204,874.75 61,999,927.86 Company Net assets proportion calculated by 20,857,608.67 20,459,975.99 shareholding ratio 108 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Book value of investment to associated 20,857,608.67 20,459,975.99 enterprise Operating income 76,175,353.71 107,292,423.90 Net profits 1,204,946.89 1,859,980.81 Total comprehensive income 1,204,946.89 1,859,980.81 IX. Risk related to financial instruments The goal of the Company’s risk management was gaining the balance between the risk and income, and reduced the negative impact to the operation performance of the Company in the lowest level and maximized the interests of shareholders and other equity investors, base on the risk management goal, the basis strategy of the Company’s risk management was to recognized and analyse all kinds of risk that the Company faced, set up suitable risk bottom line and conduct risk management, and supervised the risks timely and reliably and control the risk within the limited scope. The main risks that the financial instruments of the Company faced were: credit risk, liquidity risk and market risk. The management level had reviewed and approved the policies to manage the risks, which summarized as follows: (I) Credit risk Credit risk is referred to the one party of financial instrument fail to perform its obligation lead to the financial losses of the other party. The credit of risk of the Company mainly was related to account receivable, in order to control the risk, the Company conduct the following methods. The Company only conducts related transaction with approved and reputable third party, in line with the policy of the Company, the Company need to conduct credit-check for the clients adopting way of credit to conduct transaction. In addition, the Company continuously monitors the balance of account receivable to ensure the Company would not face the significant bad debt risk. (II) Liquidity risk Liquidity risk is referred to the risk of capital shortage when performing the obligation of cash or other financial assets settlement. The policy o f the Company was to ensure sufficient cash to pay the due liabilities. 109 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Liquidity risk was centrally controlled by the financial department of the Company, the financial department through supervising the balance of cash and securities that can be converted into cash at any time and roll forecast of cash flow in future 12 months, ensured the Company own sufficient cash to pay the maturity loan under the condition of reasonable forecast. (III) Market risk Market risk is refer to risk of the fair value or future cash flow of financial instrument changed due to the change of market price, including: foreign exchange rate risk, interest rate risk. 1. Interest rate risk Interest rate risk is referred to risk of the fair value or future cash flow of financial instrument changed due to the change of market interest risk. 2. Foreign exchange rate risk Foreign exchange rate risk is referred to the risk incurred form the change of exchange rate. The export sales of the Company mainly was market of Southeast Asia region which settled by USD. Though the Company’s export business receiving part of payment for goods in advance, but the balance had a certain credit term, if the RMB appreciates against the dollar, the company's accounts receivable will incur foreign currency exchange loss. X. The disclosure of the fair value 1. Closing fair value of assets and liabilities calculated by fair value Unit: RMB Yuan Closing fair value Item Fair value measurement Fair value measurement Fair value measurement Total items at level 1 items at level 2 items at level 3 I. Consistent fair value -- -- -- -- measurement (I) Financial assets measured by fair value 9,000,000.00 9,000,000.00 and changes recorded into current profits and losses 1. Tradable financial 9,000,000.00 9,000,000.00 110 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. assets (2) Equity instrument 9,000,000.00 9,000,000.00 investment (II) Available for sale 638,451,500.00 638,451,500.00 financial assets (2) Equity instrument 638,451,500.00 638,451,500.00 investment Total assets inconsistently 647,451,500.00 647,451,500.00 calculated by fair value I. inconsistent fair value -- -- -- -- measurement 2. Market price recognition basis for consistent and inconsistent fair value measurement items at level 1 Tradable financial assets and available for sale financial assets of the Company were funds and shares with the closing price as the basis of fair value calculation at period-end. XI. Related party and related Transaction 1. Information related to parent company of the Company Proportion of voting Proportion of share rights owned by Name of parent held by parent Registered place Business scope Registered capital parent company company company against the against the Company Company (%) (%) Changzhou Government State-owned Assets Changzhou 30.02% 30.02% Supervision and Administration Commission The final controller of the Company is Changzhou Government State-owned Assets Supervision and Administration Commission. 2. Subsidiaries of the Company The details of subsidiaries of the Company please refer to equity in other entities in note to financial statements. 111 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. 3. Information on the joint ventures and associated enterprises of the Company The details of the joint ventures and associated enterprises of the Company please refer to equity in other entities in note to financial statements. XII. Commitments and contingency 1. Significant commitments Significant commitments on balance sheet date: As of 30 Jun. 2015, there was no significant commitment or contingency in the Company. 2. Contingency (1) Significant contingency on balance sheet date: In the reporting period, the litigation the Company involved in from previous year continuing to the reporting period: Name of the litigation or Amount involved Name of the entity Date of accepted Remark arbitration institutions (RMB ten thousand) Shandong Hongli Group Co., Ltd. 2001.6.27 1,436.00 Under the Changzhou Intermediate bankruptcy and People's Court liquidation Beijing Beiqi Changsheng Automobile 2013.8.12 Beijing Shunyi District 806.36 Enforcing conduct Co., Ltd. People's Court Total 2,242.36 Note to the case: (1) As the litigation of Shandong Hongli Group Co., Ltd. the company owned our Company RMB of 14.36 million payments for good. In 2001, the Company instituted litigation from Changzhou Intermediate People's Court, in Apr. 2002, applied to the court for compulsory execution, so far, the company has entered bankruptcy proceedings, the aforesaid payment has arranged for the full provision for bad debts. (2) As the litigation of Beijing Beiqi Changsheng Automobile Co., Ltd., the company owned our Company 8.0636 million; Beijing Shunyi District People's Court accepted the case on Aug. 12 2013. Under the auspices, two sides concluded mediation agreement. Beiqi Changsheng pays RMB 8,063,600.00 to the Company by stage. 112 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Although the Company bombarded many times, Beijing Beiqi Changsheng Automobile Co., Ltd did not perform its obligation of payment in line with mediation agreement. As of the end of reporting period, the Company had paid the payment of goods RMB 4.5 million, the Company had applied to the Court for compulsory execution. (2) The Company have no significant contingency to disclose, also should be stated There was no significant contingency in the Company. XIII. Notes of main items in the financial statements of the Company 1. Accounts receivable (1) Accounts receivable classified by category Unit: RMB Yuan Closing balance Opening balance Provision for bad Book balance Book balance Provision for bad debts debts Category Withdra Book Withdrawal Book value Proportio wal value Proportio Amount Amount Amount Amount Proportion n (%) Proportio n (%) (%) n (%) Accounts receivable with significant single amount and 42,376,0 31,291,5 11,084,47 43,791, 31,949,28 11,842,191. 5.56% 73.84% 7.96% 72.96% 26.91 54.11 2.80 478.96 7.94 02 individually withdrawn bad debt provision Accounts receivable withdrawal of bad 718,481, 189,213, 529,267,4 504,838 185,804,5 319,034,11 debt provision of by 94.21% 26.34% 91.72% 36.80% 335.74 851.88 83.86 ,706.00 94.53 1.47 credit risks characteristics: Accounts receivable with insignificant 1,776,15 1,413,01 363,144.5 1,776,1 1,413,014 0.23% 79.55% 0.32% 79.55% 363,144.50 9.00 4.50 0 59.00 .50 single amount and individually 113 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. withdrawn bad debt provision 762,633, 221,918, 540,715,1 550,406 219,166,8 331,239,44 Total 100.00% 29.10% 100.00% 39.82% 521.65 420.49 01.16 ,343.96 96.97 6.99 Accounts receivable with significant single amount and individually withdrawn bad debt provision √Applicable □ Inapplicable Unit: RMB Yuan Closing balance Item Accounts receivable Provision for bad debts Proportion (%) Withdrawal reason Customer 1 Estimated difficult to 7,063,600.00 3,531,800.00 50.00% recover Customer 2 1,902,326.58 1,902,326.58 100.00% Difficult to recover Customer 3 6,215,662.64 6,188,445.25 99.56% Difficult to recover Customer 4 Estimated difficult to 3,456,675.80 2,199,465.49 63.63% recover Customer 5 1,035,446.35 1,035,446.35 100.00% Difficult to recover Customer 6 5,359,381.00 5,359,381.00 100.00% Difficult to recover Customer 7 2,584,805.83 2,584,805.83 100.00% Difficult to recover Customer 8 Estimated difficult to 14,758,128.71 8,489,883.61 57.53% recover Total 42,376,026.91 31,291,554.11 -- -- In the groups, accounts receivable adopting aging analysis method to withdraw bad debt provision: √Applicable □ Inapplicable Unit: RMB Yuan Closing balance Aging Accounts receivable Provision for bad debts Proportion (%) Subentry within 1 year Within 1 year 531,914,754.06 10,638,295.08 2.00% Subtotal of within 1 year 531,914,754.06 10,638,295.08 2.00% 1-2 years 1,589,943.51 79,497.18 5.00% 2-3 years 6,785,426.52 1,017,813.98 15.00% Over 3 years 178,191,211.65 177,478,245.64 3-4 years 745,388.31 223,616.49 30.00% 4-5 years 477,985.47 286,791.28 60.00% Over 5 years 176,967,837.87 176,967,837.87 100.00% 114 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Total 718,481,335.74 189,213,851.88 In the groups, accounts receivable adopting balance percentage method to withdraw bad debt provision: □ Applicable √ Inapplicable (2) Bad debt provision withdrawal, reversed or recovered in the report period The amount of bad debt provision was RMB12, 651,306.54; the amount of reversed or recovered bad debt provision in the report period was of RMB 9,899,783.02. (3) Top five of account receivable of closing balance collected by arrears party At period-end, the total amount of top five of account receivable of closing balance collected by arrears party was of RMB291,925,358.60 and 38.28% of relevant account receivable withdrawn bad debt provision, and the closing amount bad debt provision was RMB 6,142,832.48. 2. Other account receivable (1) Other account receivable classified by category Unit: RMB Yuan Closing balance Opening balance Provision for bad Book balance Book balance Provision for bad debts debts Category Withdra Book Book value Proportio wal value Proportio Withdrawal Amount Amount Amount Amount n (%) proportio n (%) proportion n Other accounts receivable with significant single 2,853,18 2,853,18 2,853,1 2,853,188 amount and 8.24% 100.00% 8.44% 100.00% 8.02 8.02 88.02 .02 individually withdrawn bad debt provision Other accounts receivable 29,854,7 23,359,5 6,495,179 29,055, 23,343,54 5,712,047.4 86.24% 78.24% 85.91% 80.34% 35.31 55.74 .57 589.24 1.80 4 withdrawal of bad debt provision of by 115 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. credit risks characteristics: Other accounts receivable with insignificant single 1,910,73 1,910,73 1,910,7 1,910,737 amount and 5.52% 100.00% 5.65% 100.00% 7.23 7.23 37.23 .23 individually withdrawn bad debt provision 34,618,6 28,123,4 6,495,179 33,819, 28,107,46 5,712,047.4 Total 100.00% 83.11% 100.00% 83.11% 60.56 80.99 .57 514.49 7.05 4 Closing other accounts receivable with significant single amount and individually withdrawn bad debt provision √Applicable □ Inapplicable Unit: RMB Yuan Closing balance Other account receivable Other account Withdrawal proportion Provision for bad debts Withdrawal reason receivable (%) Changchai Group Import 2,853,188.02 2,853,188.02 100.00% Difficult to recover & Export Co., Ltd. Total 2,853,188.02 2,853,188.02 -- -- In the groups, other accounts receivable adopting aging analysis method to withdraw bad debt provision: √Applicable □ Inapplicable Unit: RMB Yuan Closing balance Aging Other account receivable Provision for bad debts Proportion (%) Subentry within 1 year Within 1 year 3,632,332.63 72,646.65 2.00% Subtotal of within 1 year 3,632,332.63 72,646.65 2.00% 1-2 years 881,140.27 44,057.01 5.00% 2-3 years 624,399.76 93,659.96 15.00% Over 3 years 24,462,561.65 23,149,192.11 3-4 years 1,452,599.48 435,779.84 30.00% 4-5 years 741,374.76 444,824.86 60.00% Over 5 years 22,268,587.41 22,268,587.41 100.00% 116 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Total 29,854,735.31 23,359,555.74 In the groups, other accounts receivable adopting balance percentage method to withdraw bad debt provision: □ Applicable √ Inapplicable In the groups, other accounts receivable adopting other methods to withdraw bad debt provision: □ Applicable √ Inapplicable (2) Bad debt provision withdrawal, reversed or recovered in the report period The amount of bad debt provision was RMB16, 013.94, the amount of reversed or recovered bad debt provision in the report period RMB 000. (3) Other account receivable classified by account nature Unit: RMB Yuan Nature Closing book value Opening book value Guarantee and cash pledge a 4,200.00 4,200.00 Unit current amount 18,226,254.35 17,481,166.27 Employee borrowing 2,036,547.85 1,575,915.66 Other 14,351,658.36 14,758,232.56 Total 34,618,660.56 33,819,514.49 (4) The top five other account receivable classified by debtor at period end Unit: RMB Yuan Closing balance of Entity Nature Closing balance Aging Proportion% bad debt provision Changzhou Intercourse funds 2,940,000.00 Over 5 years 8.49% 2,940,000.00 Compressor Co., Ltd. Import and Export Company of Intercourse funds 2,853,188.02 Over 5 years 8.24% 2,853,188.02 Changchai Group Changzhou New District Accounting Intercourse funds 1,626,483.25 Over 5 years 4.70% 1,626,483.25 Center OEM Group Intercourse funds 1,140,722.16 Over 5 years 3.30% 1,140,722.16 Settlement Center Changzhou Xingsheng Property Intercourse funds 1,311,930.22 Within 1 year 3.79% 31,567.25 Management Co., Ltd. Total 9,872,323.65 -- 28.52% 8,591,960.68 117 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. 3. Long term equity investment Unit: RMB Yuan Closing balance Opening balance Item bad debt bad debt Book balance Book value Book balance Book value provision provision Investment to the 184,466,500.00 184,466,500.00 184,466,500.00 184,466,500.00 subsidiary Investment to joint venture and 20,901,790.96 44,182.50 20,857,608.46 20,504,158.49 44,182.50 20,459,975.99 associated enterprise Total 205,368,290.96 44,182.50 205,324,108.46 204,970,658.49 44,182.50 204,926,475.99 (1) Investment to the subsidiary Unit: RMB Yuan Withdrawn Closing balance impairment Entity Opening balance Increase Decrease Closing balance of impairment provision in the provision reporting period Changchai Wanzhou Diesel 51,000,000.00 51,000,000.00 Engine Co., Ltd. Changzhou Changchai Benniu 96,466,500.00 96,466,500.00 Diesel Engine Fittings Co., Ltd. Changzhou Housheng 30,000,000.00 30,000,000.00 Investment Co., Ltd. Changzhou Changchai Housheng 7,000,000.00 7,000,000.00 Agricultural Equipment Co., Ltd. Total 184,466,500.00 184,466,500.00 118 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. (2) Investment to joint ventures and associated enterprises Unit: RMB Yuan Increase/decrease in reporting period Investme Closing Adjustme nt profit Withdraw balance Additiona nt of Declarati Name of Opening Negative and loss Other n Closing of l other on of cash investee balance investmen recognize equity impairme Other balance impairme investmen comprehe dividends t d under changes nt nt t nsive or profits the equity provision provision income method I. Joint ventures II. Associated enterprises Changzho u Fuji Changcha 20,459,97 397,632.4 20,857,60 i Robin 5.99 7 8.46 Diesel Engine Co., Ltd. Beijing Tsinghua Xingye Industrial Investme 44,182.50 44,182.50 44,182.50 nt Managem ent Co., Ltd. subtotal 20,504,15 397,632.4 20,901,79 44,182.50 8.49 7 0.96 20,504,15 397,632.4 20,901,79 Total 44,182.50 8.49 7 0.96 4. Revenues and operating costs Unit: RMB Yuan 2015 2014 Item Revenues Operating costs Revenues Operating costs Main operations 1,361,846,639.00 1,194,625,911.46 1,342,020,060.55 1,206,065,510.97 Other operations 9,385,125.35 5,715,124.36 12,977,453.56 6,353,215.35 119 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Total 1,371,231,764.35 1,200,341,035.82 1,354,997,514.11 1,212,418,726.32 5. Investment income Unit: RMB Yuan Item 2015 2014 Long-term equity investment income 2,446,600.00 accounted by cost method Long-term equity investment income 397,632.47 613,793.67 accounted by equity method Investment income from available for sale 3,112,240.00 assets during holding period Total 3,509,872.47 3,060,393.67 XV. Supplementary materials 1. Items and amounts of extraordinary gains and losses √Applicable □ Inapplicable Unit: RMB Yuan Item Amount Note Gains/losses on the disposal of non-current 106,674.56 assets Government grants recognized in the current period, except for those acquired in the ordinary course of business or granted at 2,573,286.81 certain quotas or amounts according to the government’s unified standards Included in current profit and loss against the non-financial enterprises occupation fee 981,088.78 funds collected Gain/loss from change of fair value of transactional assets and liabilities, and investment gains from disposal of transactional financial assets and liabilities 409,642.19 and available-for-sale financial assets, other than valid hedging related to the Company’s common businesses Other non-business income and expenditures -1,848,228.92 other than the above Less: Influenced amount of income tax 380,667.93 Influenced amount of minor shareholders’ -10,984.41 gains and losses 120 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Total 1,852,779.90 -- Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item □ Applicable √ Inapplicable 2. Return on equity (ROE) and earnings per share (EPS) EPS(Yuan/share) Profit as of reporting period Weighted average ROE (%) EPS-basic EPS-diluted Net profit attributable to common 1.85% 0.07 0.07 shareholders of the Company Net profit attributable to common shareholders of the Company after 1.76% 0.06 0.06 deduction of non-recurring profit and loss 3. Differences between accounting data under domestic and overseas accounting standards (1) Differences of net profit and net assets disclosed in financial reports prepared under international and Chinese accounting standards □ Applicable √ Inapplicable (2) Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting standards □ Applicable √ Inapplicable 121 2015 Semi-annual Report of Hubei Sanonda Co., Ltd. Section X. Documents Available For Reference 1. 2015 semi-annual report with signatures and seals of the Chairman. 2. Financial Statements carried with signatures and seals of responsible person of the Company, Accounting Principal, as well as Head of the Accounting Organ; 3. In the reporting period, originals of all documents of the Company ever disclosed publicly in media designated by China Securities Regulatory Commission such as the Securities Times and Ta Kung Pao and the originals of all the public notices. 4. Articles of Association Changchai Company, Limited Board of Directors 20 August 2015 122