Weifu High-Technology Co., Ltd. The First Quarterly Report 2010 (Full Text) 1 Weifu High-Technology Co., Ltd. The First Quarterly Report 2010 (Full Text) §1. Important Notes 1.1 Board of Directors and the Supervisory Committee of Weifu High-Technology Co., Ltd. (hereinafter referred to as the Company) and its directors, supervisors and senior executives hereby confirm that there are no any fictitious statements, misleading statements, or important omissions carried in this report, and shall take all responsibilities, individual and/or joint, for the reality, accuracy and completion of the whole contents. 1.2 The First Quarterly Financial Report of 2010 has not been audited by CPAs. 1.3 Wang Weiliang, Principal of the Company; Sun Qingxian, Person in Charge of Accounting Works; Dou Yu, Person in Charge of Accounting Organ(Accounting Supervisor) hereby confirm that the Financial Report of the First Quarterly Report is true and complete. §2. Company Profile 2.1 Main accounting highlights and financial indexes: Unit: RMB At the end of the report period At the period-end of the last year Changes of increase/decrease (%) Total assets (RMB) 5,700,520,632.51 5,035,871,583.02 13.20 Owners’ equity attributable to shareholders of the listed company (RMB) 2,976,701,405.02 2,862,670,558.77 3.98 Share capital (Share) 567,275,995.00 567,275,995.00 0.00 Net asset per share attributable to shareholders of listed company (RMB/Share) 5.25 5.05 3.96 In the report period The same period of last year Changes of increase/decrease (%) Total operating income (RMB) 1,188,216,542.85 506,613,553.93 134.54 Net profit attributable to shareholders of the listed company (RMB) 114,030,846.25 -31,958,690.93 Net cash flow arising from operating activities (RMB) -88,249,244.11 47,340,066.11 -286.42 Net cash flow arising from operating activities per share (RMB/Share) -0.16 -0.08 Basic earnings per share (RMB/Share) 0.20 -0.06 Diluted earnings per share (RMB/Share) 0.20 -0.06 Weighted average return on equity (%) 3.91 -1.28 5.19 Weighted average return on equity after deducting non-recurring gains and losses (%) 3.97 -1.29 5.26 Items of non-recurring gains and losses Amount from year-beginWeifu High-Technology Co., Ltd. The First Quarterly Report 2010 (Full Text) 2 to the end of report period Gains and losses from the disposal of non-current asset -2,091,081.34 Governmental subsidy calculated into current gains and losses, while closely related with the business of the Company, excluding the fixed-amount or fixed-proportion governmental subsidy according to the unified national standard 10,187.75 Other non-operating income and expenditure except for the aforementioned items -116,733.09 Influenced amount of minority shareholders’ equity -9,787.30 Impact on income tax 289,731.47 Total -1,917,682.51 Explanations on significant items of non-recurring gains and losses Naught 2.2 Total number of shareholders at the end of the report period and shares held by the top ten shareholders with unrestricted conditions Unit: Share Total number of shareholders at the end of report period 29,240 Particulars about the shares held by the top ten tradable shareholders with unrestricted conditions Full Name of shareholder Amount of tradable shares with unrestricted conditions held at the end of report period Type of shares ROBERT BOSCH GMBH 18,387,200 Domestically listed foreign share GUOTAI JUNAN SECURITIES(HONGKONG) LIMITED 11,042,721 Domestically listed foreign share China Construction Bank- Fullgoal Tianbo Innovation Theme Stock Fund, 10,817,502 RMB common share ChinaAMC Growth Stock Fund 9,765,521 RMB common share Bank of China- ChinaAMC Return Stock Fund 9,186,776 RMB common share DRAGON BILLION CHINA MASTER FUND 8,089,994 Domestically listed foreign share Industrial and Commercial Bank of China- E Fund Value Selection Stock Fund 7,000,000 RMB common share AGRICULTURAL BANK OF CHINA- Invesco Great Wall Domestic Demand Growth No. 2 Stock Fund 6,868,243 RMB common share China Construction Bank- ChinaAMC Dividend Mixed Open-ended Stock Fund 6,835,378 RMB common share Bank of China- E Fund Shenzhen Stock Exchange 100 Exchange Traded Fund 6,658,765 RMB common share §3. Significant Events 3.1 Particulars about material changes in items of main accounting statement and financial index, and explanations of reasons √Applicable □InapplicableWeifu High-Technology Co., Ltd. The First Quarterly Report 2010 (Full Text) 3 1. Total operating income increased 134.54% over the same period of last year, which was mainly because the Company and subsidiaries grasped the good chances of the development of automobile market in the report period, and the production operation realized rapid growth. 2. Operating cost increased 109.7% over the same period of last year, which was mainly because of growth in products sales quantity. 3. Sales expense increased 447.82% over the same period of last year, which was mainly because the increase in total operating income brought in increases in three-guarantee expense and salary expense. 4. Administration expense increased 108.04% over the same period of last year, which was mainly because of increases in R&D expense and salary expense. 5. Income tax expense increased 213.77% over the same period of last year, which was mainly because of large rise in profits. 6. Notes receivable increased 46.23% over period-begin, which was mainly because of increase in production sales income and increase in the received undue notes 7. Short-term loan increased 48.83% over period-begin, which was mainly because of increase in short-term bank loan due to rapid development of production and operation. 8. Long-term expense to be apportioned increased 331.78% over period-begin, which was mainly because of the decoration expense on removal of plants of controlling subsidiary Weifu Leader in the report period. 9. Net value of cash flow arising from operating activities decreased in the report period, which was mainly because growth of products sales income caused the increases in account receivable, notes receivable and inventories. 10. Net value of cash flow arising from investing activities decreased in the report period, which was mainly because of purchasing minority shareholders’ equity of Weifu Diesel and Weifu International Trade. 11. Net value of cash flow arising from financing activities increased in the report period, which was mainly because of increase in bank loan due to rapid development of production and operation. 3.2 Analysis and explanation of significant events and their influence and solutions □Applicable √Inapplicable 3.3 Implementations of commitments by the Company, shareholders and actual controller √Applicable □Inapplicable Item of Commitments Promisee Content of commitments Implementati on Commitments for Share Merger Reform Wuxi Industry Development Group Co., Ltd. The total realized net profit of the Company from 2006 to 2008 was RMB 0.85 billion, and that in 2008 was RMB 0.34 billion. Based on circulating A shares before the share reform, arranging additionally delivering 0.5 shares per 10 shares, the proportion of cash dividend from 2006 to 2008 was not lower than 50 percent of profit available for distribution of investors realized by the Company in those years. Implementati on has accomplished Commitments for share restricted trade Wuxi Industry Development Group Co., Ltd. Non-circulating shares of Weifu Hi-tech held by Wuxi Industry Development Group Co., Ltd could not listed or transferred within 60 months since possessing of listing right. After the expiry of the commitment period, original non-circulating shares would be listed for sale in Shenzhen Stock Exchange, the proportion of sales volume to total share equity of Weifu Hi-tech could not exceed 5% within 12 months as well as 10% within 24 months, and sales price ought not to less than RMB 10 per share (the lowest impairment price of shares holding would be calculated ex-right at the same time if share price ought to ex-right according to regulation). The said commitment is being implemented and no share is reduced to hold.Weifu High-Technology Co., Ltd. The First Quarterly Report 2010 (Full Text) 4 Commitments made in Acquisition Report or Reports on Change in Interests N/A N/A N/A Commitments made in Material Assets Reorganization N/A N/A N/A Commitments made in issuing N/A N/A N/A Other commitments (including additional commitments) Wuxi Industry Development Group Co., Ltd. In order to promote the listed company’s steady and healthy development, fully mobilize senior executives so as to ensure to combine the interests of the governance and shareholders of the Company, Weifu Industry Group committed: after Weifu High-tech finishing Share Merger Reform, under related regulations of the state and Wuxi government in terms of governance encouragement system of listed company, the Group would the stock incentive plan for management level of Weifu High-tech. The said commitment is being implemented, and would be performed since related policy is released.。 3.4 Estimation of accumulative net profit from the beginning of the year to the end of next report period to be loss probably or the warning of its material change compared with the corresponding period of the last year and explanation of reason √Applicable □Inapplicable Prediction of performances Great rises over the same period of last year Year-begin to the end of next report period The same period of last year Change of increase/decrease (%) Estimated amount of accumulative net profit(RMB’0000) 25,000.00 8,784.30 Growth 184.60 Basic earnings per share(RMB/Share) 0.44 0.155 Growth 183.87 Explanations on prediction of performances The performance prediction had large increases over the same period of period, which was mainly because of stable growth in market demand of commercial vehicles. 3.5 Other significant events which need explanations 3.5.1 Particulars about securities investment □Applicable √Inapplicable 3.5.2 Registration form for receiving research, communication and interview in the report period Date Place Method Investor Contents discussed and materials supplied Jan. 7, 2010 Conference room of the Company Spot research China Asset Management Co., Ltd. Operation status and future development of the Company Jan. 8, 2010 Conference room of the Company Spot research Golden Eagle Asset Management Co., Ltd. Operation status and future development of the Company Jan. 12, 2010 Conference room of the Company Spot research CITIC Securities Co., Ltd. Operation status and future development of the Company Jan. 20, 2010 Conference room Spot Harvest Fund Management Co., Operation status and futureWeifu High-Technology Co., Ltd. The First Quarterly Report 2010 (Full Text) 5 of the Company research Ltd. development of the Company Feb. 3, 2010 Conference room of the Company Spot research Hua An Fund Management Co., Ltd., Huashang Fund Management Co., Ltd., China Universal Asset Management Co., Ltd. and United Securities Co., Ltd Operation status and future development of the Company Feb. 24, 2010 Conference room of the Company Spot research Orient Securities Company Limited, China Asset Management Co., Ltd. and Goulian Securities Operation status and future development of the Company March 12, 2010 Conference room of the Company Spot research CITIC-Prudential Fund Management Company Limited Operation status and future development of the Company 3.5.3 Particulars about the explanations on other significant events √Applicable □Inapplicable (1) In the report period, it is never happen that the Company provide capital for controlling shareholders or related parties, and provide external guarantee disobeying regulations; (2) In the report period, there were no shareholders with holding above 30 percent shares of the Company put forward or implemented plan on increasing shareholding; (3) In the report period, the Company purchased relevant equities held by Wuxi Industry Development Croup Co., Ltd and explanations on related transaction: The 9th meeting of 6th board of Weifu High-Technology Co., Ltd. passed the following purchases: i. 30 percent equity stake of Wuxi Weifu Automotive Diesel System Co., Ltd., held by Wuxi Industry Development Croup Co., Ltd. (former Wuxi Weifu Group Co., Ltd.); ii. 9.17 percent equity stake of Wuxi Weifu International Trade Co., Ltd. held by Wuxi Industry Development Croup Co., Ltd. (former Wuxi Weifu Group Co., Ltd.); iii. 50 percent equity stake of Kunming Xitong Machinery Co., Ltd. held by Wuxi Industry Development Croup Co., Ltd. (former Wuxi Weifu Group Co., Ltd.). The purchases were passed the examination in shareholders’ general meeting dated March 3, 2010. The relevant purchases on equity stakes of Wuxi Weifu Automotive Diesel System Co., Ltd. and Wuxi Weifu International Trade Co., Ltd. have been accomplished in the report period. 3.6 Particulars about derivatives investment □Applicable √Inapplicable 3.6.1 Particulars about derivatives investment held at the end of report period □Applicable √Inapplicable §4. Appendix 4.1 Balance sheet Prepared by Weifu High-Technology Co., Ltd. March 31, 2010 Unit: RMB Balance at period-end Balance at year-begin Items Consolidation Parent Company Consolidation Parent Company Current assets: Monetary funds 428,093,854.78 116,380,099.13 425,495,172.94 147,690,609.19Weifu High-Technology Co., Ltd. The First Quarterly Report 2010 (Full Text) 6 Settlement provisions Capital lent Transaction finance asset Notes receivable 663,356,095.30 268,886,876.43 453,653,565.32 213,409,328.00 Accounts receivable 917,449,163.69 620,614,711.73 746,386,907.24 551,362,144.36 Accounts paid in advance 52,177,513.39 35,064,320.94 40,727,577.69 22,923,823.09 Insurance receivable Reinsurance receivables Contract reserve of reinsurance receivable Interest receivable Dividend receivable 118,953,514.59 118,953,514.59 118,953,514.59 118,953,514.59 Other receivables 9,444,277.01 86,801,945.55 5,035,076.41 25,346,449.28 Purchase restituted finance asset Inventories 689,239,351.10 228,308,167.21 588,559,021.47 190,091,308.65 Non-current asset due within one year Other current assets 5,779,679.25 4,410,577.10 Total current assets 2,884,493,449.11 1,475,009,635.58 2,383,221,412.76 1,269,777,177.16 Non-current assets: Granted loans and advances Finance asset available for sales Held-to-maturity investment Long-term account receivable Long-term equity investment 1,514,998,563.17 2,012,428,357.09 1,347,808,607.78 1,856,146,852.35 Investment property 5,369,449.38 480,226.64 Fixed assets 1,125,929,448.59 610,929,361.16 1,152,721,081.59 636,153,023.49 Construction in progress 47,516,206.96 18,969,814.35 32,064,910.42 11,592,432.05 Engineering material Disposal of fixed asset Productive biological asset Oil and gas asset Intangible assets 71,648,567.87 27,236,424.63 72,512,044.82 27,403,978.05 Expense on Research and Development Goodwill Long-term expenses to be apportioned 5,382,408.02 1,246,567.09 Deferred income tax asset 45,182,539.41 11,325,987.37 45,816,731.92 11,960,179.88 Other non-current asset Total non-current asset 2,816,027,183.40 2,680,889,944.60 2,652,650,170.26 2,543,256,465.82 Total assets 5,700,520,632.51 4,155,899,580.18 5,035,871,583.02 3,813,033,642.98 Current liabilities: Short-term loans 793,255,857.18 730,987,900.64 532,985,925.72 466,985,925.72Weifu High-Technology Co., Ltd. The First Quarterly Report 2010 (Full Text) 7 Loan from central bank Absorbing deposit and interbank deposit Capital borrowed Transaction financial liabilities Notes payable 193,181,424.45 130,850,000.00 179,890,364.39 137,630,000.00 Accounts payable 1,072,775,109.42 581,774,961.52 861,714,156.40 556,506,677.80 Accounts received in advance 57,288,936.46 20,100,600.66 27,104,569.77 13,403,217.65 Selling financial asset of repurchase Commission charge and commission payable Wage payable 168,356,702.19 88,855,037.07 179,549,521.47 97,631,080.36 Taxes payable 48,178,034.05 12,479,939.94 30,359,533.71 6,972,875.05 Interest payable 105,000.00 807,622.50 620,000.00 Dividend payable Other accounts payable 90,551,253.70 53,565,615.55 95,854,679.34 57,502,685.46 Reinsurance payables Insurance contract reserve Security trading of agency Security sales of agency Non-current liabilities due within 1 year Other current liabilities 26,938,773.75 2,357,873.10 3,946,860.41 Total current liabilities 2,450,631,091.20 1,620,971,928.48 1,912,213,233.71 1,337,252,462.04 Non-current liabilities: Long-term loans 3,000,000.00 3,000,000.00 Bonds payable Long-term account payable 16,730,000.00 16,730,000.00 Special accounts payable Projected liabilities 1,481,745.84 1,481,745.84 Deferred income tax liabilities Other non-current liabilities 12,023,100.00 4,060,000.00 11,675,000.00 4,060,000.00 Total non-current liabilities 31,753,100.00 5,541,745.84 31,405,000.00 5,541,745.84 Total liabilities 2,482,384,191.20 1,626,513,674.32 1,943,618,233.71 1,342,794,207.88 Owner’s equity (or shareholders’ equity): Paid-in capital (or share capital) 567,275,995.00 567,275,995.00 567,275,995.00 567,275,995.00 Capital public reserve 907,580,308.28 923,981,806.57 907,580,308.28 923,981,806.57 Less: Inventory shares Reasonable reserve Surplus public reserve 283,637,997.50 283,637,997.50 283,637,997.50 283,637,997.50 Provision of general risk Retained profit 1,218,207,104.24 754,490,106.79 1,104,176,257.99 695,343,636.03Weifu High-Technology Co., Ltd. The First Quarterly Report 2010 (Full Text) 8 Balance difference of foreign currency translation Total owner’s equity attributable to parent company 2,976,701,405.02 2,529,385,905.86 2,862,670,558.77 2,470,239,435.10 Minority interests 241,435,036.29 229,582,790.54 Total owner’s equity 3,218,136,441.31 2,529,385,905.86 3,092,253,349.31 2,470,239,435.10 Total liabilities and owner’s equity 5,700,520,632.51 4,155,899,580.18 5,035,871,583.02 3,813,033,642.98 4.2 Profit statement Prepared by Weifu High-Technology Co., Ltd. Jan.-Mar. 2010 Unit: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company I. Total operating income 1,188,216,542.85 620,875,087.08 506,613,553.93 291,819,829.39 Including: Operating income 1,188,216,542.85 620,875,087.08 506,613,553.93 291,819,829.39 Interest income Insurance gained Commission charge and commission income II. Total operating cost 1,104,946,771.10 598,485,518.44 515,211,733.79 316,194,731.64 Including: Operating cost 912,432,310.56 543,290,152.03 435,104,600.08 280,262,416.73 Interest expense Commission charge and commission expense Cash surrender value Net amount of expense of compensation Net amount of withdrawal of insurance contract reserve Bonus expense of guarantee slip Reinsurance expense Operating tax and extras 7,273,043.66 2,886,121.77 3,770,733.94 1,686,776.20 Sales expenses 57,338,278.79 18,051,258.95 10,466,588.13 5,905,279.79 Administration expenses 121,954,130.96 31,498,573.74 58,619,226.72 21,696,571.77 Financial expenses 10,783,524.08 7,035,121.44 8,546,480.69 7,939,582.92 Losses of devaluation of asset -4,834,516.95 -4,275,709.49 -1,295,895.77 -1,295,895.77 Add: Changing income of fair value(Loss is listed with “-”) Investment income (Loss is listed with “-”) 51,554,055.40 40,645,604.74 -16,696,367.64 14,123,838.37 Including: Investment income on affiliated company and joint venture 51,554,055.40 40,645,604.74 -16,696,367.64 -19,386,333.51 Exchange income (Loss is listed with “-”) III. Operating profit (Loss is listed with “-”) 134,823,827.15 63,035,173.38 -25,294,547.50 -10,251,063.88 Add: Non-operating income 332,671.41 213,053.41 472,733.77 58,658.94 Less: Non-operating expense 4,419,244.04 3,467,563.52 2,151,666.11 1,722,990.42 Including: Disposal loss of non-current asset 3,005,127.90 2,780,963.25 1,457,898.25 1,401,960.59 IV. Total Profit (Loss is listed with “-”) 130,737,254.52 59,780,663.27 -26,973,479.84 -11,915,395.36 Less: Income tax 7,964,652.51 634,192.51 2,538,343.26 198,840.87Weifu High-Technology Co., Ltd. The First Quarterly Report 2010 (Full Text) 9 V. Net profit (Net loss is listed with “-”) 122,772,602.01 59,146,470.76 -29,511,823.10 -12,114,236.23 Net profit attributable to owner’s equity of parent company 114,030,846.25 59,146,470.76 -31,958,690.93 -12,114,236.23 Minority shareholders’ gains and losses 8,741,755.76 2,446,867.83 VI. Earnings per share i. Basic earnings per share 0.20 0.10 -0.06 -0.02 ii. Diluted earnings per share 0.20 0.10 -0.06 -0.02 VII. Other consolidated income 0.00 0.00 0.00 0.00 VIII. Total consolidated income 122,772,602.01 59,146,470.76 -29,511,823.10 -12,114,236.23 Total consolidated income attributable to owners of parent company 114,030,846.25 59,146,470.76 -31,958,690.93 -12,114,236.23 Total consolidated income attributable to minority shareholders 8,741,755.76 2,446,867.83 4.3 Cash flow statement Prepared by Weifu High-Technology Co., Ltd. Jan.-Mar. 2010 Unit: RMB Amount in this period Amount in last period Items Consolidation Parent Company Consolidation Parent Company I. Cash flows arising from operating activities: Cash received from selling commodities and providing labor services 711,875,710.60 544,597,363.13 536,988,622.42 368,853,005.39 Net increase of customer deposit and interbank deposit Net increase of loan from central bank Net increase of capital borrowed from other financial institution Cash received from original insurance contract fee Net cash received from reinsurance business Net increase of insured savings and investment Net increase of disposal of transaction financial asset Cash received from interest, commission charge and commission Net increase of capital borrowed Net increase of returned business capital Write-back of tax received 4,695,694.80 4,719,275.66 Other cash received concerning operating activities 3,013,148.50 1,986,922.08 3,450,668.58 369,612.68 Subtotal of cash inflow arising from operating activities 719,584,553.90 546,584,285.21 545,158,566.66 369,222,618.07 Cash paid for purchasing commodities and receiving labor service 575,102,203.72 607,368,109.67 369,269,581.52 243,174,746.85 Net increase of customer loans and advances Net increase of deposits in central bank and interbankWeifu High-Technology Co., Ltd. The First Quarterly Report 2010 (Full Text) 10 Cash paid for original insurance contract compensation Cash paid for interest, commission charge and commission Cash paid for bonus of guarantee slip Cash paid to/for staff and workers 133,901,456.62 68,940,714.76 86,602,846.43 39,980,434.91 Taxes paid 68,933,287.31 27,300,383.24 27,713,555.56 8,052,265.21 Other cash paid concerning operating activities 29,896,850.36 3,564,999.71 14,232,517.04 2,064,493.71 Subtotal of cash outflow arising from operating activities 807,833,798.01 707,174,207.38 497,818,500.55 293,271,940.68 Net cash flows arising from operating activities -88,249,244.11 -160,589,922.17 47,340,066.11 75,950,677.39 II. Cash flows arising from investing activities: Cash received from recovering investment Cash received from investment income 9,250,000.00 9,250,000.00 Net cash received from disposal of fixed, intangible and other long-term assets 7,981,216.45 7,408,899.52 3,739,467.46 1,640,436.96 Net cash received from disposal of subsidiaries and other units Other cash received concerning investing activities Subtotal of cash inflow from investing activities 17,231,216.45 16,658,899.52 3,739,467.46 1,640,436.96 Cash paid for purchasing fixed, intangible and other long-term assets 41,569,130.98 14,355,694.14 33,043,758.70 21,160,407.51 Cash paid for investment 123,265,900.00 124,885,900.00 5,000,000.00 5,000,000.00 Net increase of mortgaged loans Net cash received from subsidiaries and other units Other cash paid concerning investing activities Subtotal of cash outflow from investing activities 164,835,030.98 139,241,594.14 38,043,758.70 26,160,407.51 Net cash flows arising from investing activities -147,603,814.53 -122,582,694.62 -34,304,291.24 -24,519,970.55 III. Cash flows arising from financing activities Cash received from absorbing investment 1,490,490.00 Including: Cash received from absorbing minority shareholders’ investment by subsidiaries 1,490,490.00 Cash received from loans 758,317,956.54 706,050,000.00 390,000,000.00 195,000,000.00 Cash received from issuing bonds Other cash received concerning financing activities Subtotal of cash inflow from financing activities 759,808,446.54 706,050,000.00 390,000,000.00 195,000,000.00 Cash paid for settling debts 498,048,025.08 442,048,025.08 466,036,725.49 275,000,000.00 Cash paid for dividend and profit 10,925,741.04 7,239,868.19 10,910,912.26 7,930,388.77Weifu High-Technology Co., Ltd. The First Quarterly Report 2010 (Full Text) 11 distributing or interest paying Including: Dividend and profit of minority shareholder paid by subsidiaries Other cash paid concerning financing activities 2,265,668.46 Subtotal of cash outflow from financing activities 511,239,434.58 449,287,893.27 476,947,637.75 282,930,388.77 Net cash flows arising from financing activities 248,569,011.96 256,762,106.73 -86,947,637.75 -87,930,388.77 IV. Influence on cash and cash equivalents due to fluctuation in exchange rate V. Net increase of cash and cash equivalents 12,715,953.32 -26,410,510.06 -73,911,862.88 -36,499,681.93 Add: Balance of cash and cash equivalents at the period -begin 327,527,351.45 85,790,609.19 495,284,817.23 141,771,078.18 VI. Balance of cash and cash equivalents at the period -end 340,243,304.77 59,380,099.13 421,372,954.35 105,271,396.25 4.4 Auditor’ report Auditor’s opinions: Un-audited Board of Directors of Weifu High-technology Co., Ltd. April 27, 2010