2009 First Quarter Report of Chongqing Changan Automobile Company Limited §1 Important Notes 1.1 The Board of Directors, the Supervisory Committee and directors, supervisors and senior management of Chongqing Changan Automobile Company Limited (hereinafter referred to as “the Company”) warrant that this report does not contain any false or misleading statements or omit any material facts and all information set forth herein are true, accurate and complete. 1.2 None of the directors, supervisors, senior management demonstrated uncertainty or disagreement about the truthfulness, accuracy, and completeness of this quarterly report. 1.3 The financial statements of this quarter have not been audited. 1.4 Chairman Mr. Xu Liuping, General Manager Mr. Zhang Baolin, Chief Accountants Mr. Cui Yunjiang and Mr. Ni Erke guarantee the truthfulness and completeness of the financial statements of the quarter report. 1.5 The report shall be presented in both Chinese and English, and should there be any conflicting understanding of the text, the Chinese version shall prevail. §2 Company Profile 2.1 Main accounting data and financial indicators In RMB Yuan Ended this report term Ended previous year Changed by (%) Gross Assets 16,384,304,298.56 15,367,824,844.54 6.61% Owners’ Equity Attributable to the Parent Company 7,625,664,952.41 7,596,524,812.96 0.38% Share capital 2,334,022,848.00 2,334,022,848.00 0.00% Net asset per share attributable to the owners of the parent company 3.27 3.25 0.62% This report term Same period last year Changed by (%) Turnover 4,876,765,898.57 3,999,264,844.55 21.94% Net profit attributable to the owners of parent company 28,340,139.95 267,596,690.77 -89.41% Cash flow generated by business operation, net 424,538,157.55 -584,916,403.13 172.58% Net Cash flow per share generated by business operation 0.18 -0.25 172.58% Basic gains per share 0.01 0.11 -90.91% Diluted gains per share 0.01 0.11 -90.91% Net earnings / asset 0.37% 3.52% -3.15% Net earnings / capital ratio after deducting of non-recurring gain/loss 0.37% 3.34% -2.97%2 Non-recurring gain and loss items Amount of the period from the beginning of year to the end of report term Gain/loss of non-current assets -63,911.34 Other non-business income and expenditures other than the above -21,616.19 Influenced amount of minority shareholders’ equity -73,089.98 Influenced amount of income tax -1,666.07 Total -160,283.58 Reconciliation description under the PRC accounting standards and International Financial Reporting Standards Mar.31,2009 2009 First Accountant difference adjustment list Quarter Net assets Net profits Workout accountant according to the enterprise accounting rule and syatem under the PRC 7,625,664,952 28,340,140 Adjustment of according to international accounting rules 1.Reduce corporation income tax on the basis of purchasing national equipments -94,828,085 2,559,862 2.Payment to currency shareholders of A share cash opposite price -71,284,065 Workout accountant according to the international finance report rules 7,459,552,803 30,900,002 2.2 Total number of shareholders at the end of the report period and statement on shares held by the top ten tradable shareholders Unit: share Total shareholders number 249,519 Top ten shareholders of stock without limited sale Name of shareholders Total number of shares without condition of limited sale Share type CHINA SOUTH INDUSTRY AUTOMOBILE COMPANY LIMITED 116,701,143 RMB Ordinary share MIRAE ASSET CHINA SOLOMON EQUITY INVESTMENT TRUST 1 30,915,738 Domestic listed foreign shares BONJOUR CHINA FUND 2 25,073,762 Domestic listed foreign shares China Constuction Bank-FullGoal Tianbo the theme of innovative Securities Investment Fund 12,057,626 RMB Ordinary share Agricul Bank Of China-FullGoal Tianrui Favorable Regions Selected Mixed Open-ended Securities Investment Fund 10,511,390 RMB Ordinary share MIRAEASSET CHINA SOLOMON EQUITY INVESTMENT TRUST NO.2 9,725,595 Domestic listed foreign shares GUOTAI JUNAN SECURITIES(HONGKONG) LIMITED 9,220,967 Domestic listed foreign shares GAO-LING FUND,L.P. 8,492,071 Domestic listed foreign shares INDUSTRIAL AND COMMERCIAL BANK OF CHINA –RONGTONG SHENZHENG YIBAI ZHISHU SECURITIES INVESTMENT FUND 6,788,892 RMB Ordinary share HOLY TIME GROUP LIMITED 6,250,290 Domestic listed foreign shares3 §3 Important Matters 3.1 Significant changes in major accounting data, financial highlight and reason of these changes. √Applicable □Not Applicable Balance Sheet Items Mar. 31th 2009 Jan. 1th 2009 Changes Notes receivable 3,092,070,203.08 1,934,083,074.98 59.87% Intangible assets 218,371,237.59 114,867,134.54 90.11% Account payable 3,523,830,635.01 2,275,651,448.09 54.85% Tax payable 243,607,256.71 58,456,822.80 316.73% Other account payable 245,714,912.39 367,301,503.09 -33.10% Non-current liability due in 1 year 560,306,617.27 345,932,573.07 61.97% Income Statement Items Jan-Mar 2009 Jan-Mar 2008 Changes Sales expense 505,720,687.36 355,625,537.02 42.21% Financial expenses 2,178,697.80 13,563,516.56 -83.94% Investment gain -11,645,835.18 308,136,358.70 -103.78% Gross profit 12,818,111.48 258,023,135.28 -95.03% Income tax expenses -14,915,195.19 -5,173,729.91 -188.29% Net profit attributable to the owners of parent company 28,340,139.95 267,596,690.77 -89.41% Cash Flow Statement Items Jan-Mar 2009 Jan-Mar 2008 Changes Cash flow generated by business operation, net 424,538,157.55 -584,916,403.13 172.58% Net cash flow generated by investment -275,268,809.28 -799,609,663.07 65.57% Net cash flow generated by financing 49,748,584.34 1,028,932,827.78 -95.17% Net increase of cash and cash equivalents 199,017,932.61 -355,593,238.42 155.97% Notes receivable grows by 59.87 percent over the beginning of the year, mainly due to increased sales volume during the reporting period; intangible assets grows by 90.11% over the beginning of the year, mainly due to New Technology R & D costs transferred into the intangible assets RMB112.36 million yuan; the accounts payable grows by 54.85 percent over the beginning of the year, mainly due to production expansion and the procurement volume increase during the reporting period; taxes and fees grow by 316.73% over the beginning of the year, mainly attributable to the parent company contribution increase during the reporting period; other payables reduce by 33.10% than the beginning of the year mainly due to the freight payment increase of the parent company during the reporting period; non-current liabilities due within one year increases by 61.97% than the beginning of the year mainly due to pre-used transportation costs for good sales during the reporting period. Sales cost rises by 42.21 percent than the same period last year, mainly due to increased freight costs for increased sales during the reporting period; the financial cost reduces by 83.94 percent year-on-year, mainly because interest rates of bank loans significantly decreases compared to the same period last year; the investment income reduces by 103.78%than that the same period last year, mainly due to a significant decrease in investment income from the joint venture; income tax reduces by 188.29% than that the same period last year during the reporting period mainly because provision for deferred income tax assets increase than that in the same period last year; net profit attributable to the parent company’s owner decreases by 89.41 percent year-on-year mainly due to a substantial decrease in investment income of the company. Net cash flow generated from operating activities increases by 172.58 percent year-on-year mainly because received cash resulting form services rendering increases during sales; net cash flow generated from investment activities increases by 65.57% year-on-year mainly because the parent company invests more capital into Changan Ford Mazda Automobile and Jiangling Holdings and the cash outflow grows than that the same period last year; net cash flow generated from fund-raising activities reduces by 95.17% year-on-year, mainly due to no new or additional bank loans during the reporting period; the net increase in cash and cash equivalents is 155.97 percent year-on-year, mainly because net cash flow generated from operating activities has substantial increase during the reporting period. 3.2 The progress and influence of significant events and the analysis and explanation on resolving proposal □Applicable √Not Applicable4 3.3 The fulfillment of the commitment made by the Company, shareholders and the actual controller √Applicable □Not Applicable Commitments Content of commitments Implementation Commitments made when share merger reform (1) To comply with laws, rules and regulations, and perform legal duty of commitment. (2) Since the non-circulated shares are entitled to be circulated, at least they can’t be dealt with or transferred within 24 months. At the expiration of 24 months, the shareholders of non-circulated shares can sell the shares in stock exchange in amount of no more than 5% of total within 12 months, and no more than 10% of total within 24 months. (3) After the reform of non-tradable shares, the Company performs the scheme of incentive share awards for the managements according to relative government regulation. The controlling shareholder of the Company, China South Industry Automobile Co., Ltd. since the reform program being implementation, strictly compliance with the share-trading reform commitments made by it. The Company management has yet launch an equity incentive plan. According to the "Statement on Changan Automobile Co., Ltd. share structure reform of the relevant commitments and the implementation of that" issued by the Company’s controlling shareholder, China South Industry Automobile Co., Ltd., incentive plan will be studied and implement timely according to SASAC’s provisions." 3.4 Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next report period compared with the same period of the last year according to prediction, as well as explanations on the reasons □Applicable √Not Applicable 3.5 Other significant events need to be explained 3.5.1 Securities investment □Applicable √Not Applicable 3.5.2 Interviews and visits in the reporting period √Applicable □Not Applicable Time/date Place Way Visitors Main content involved and material provided 2009.1.16 Meeting Room, Changan Headquarters On-Site Survey UBS Automotive Industry Development and Company’s Business 2009.2.16 Meeting Room, Changan Headquarters On-Site Survey GF SECURITIES CO.,LTD Automotive Industry Development and Company’s Business 2009.2.20 Meeting Room, Changan Headquarters On-Site Survey Ziff Brothers Investment Automotive Industry Development and Company’s Business 2009.2.23 Meeting Room, Changan Headquarters On-Site Survey UBS Automotive Industry Development and Company’s Business 2009.2.23 Meeting Room, Changan Headquarters On-Site Survey Marsico Capital Management Automotive Industry Development and Company’s Business 2009.3.3 Meeting Room, Changan Headquarters On-Site Survey Citic Securities Automotive Industry Development and Company’s Business 2009.3.4 Meeting Room, Changan Headquarters On-Site Survey Piper Jaffery Asia Securities LTD Automotive Industry Development and Company’s Business 2009.3.4 Meeting Room, Changan Headquarters On-Site Survey Ping An SECURITIES CO.,LTD Automotive Industry Development and Company’s Business 2009.3.12 Meeting Room, Changan Headquarters On-Site Survey Lian He SECURITIES CO.,LTD、 SGAM Fund Management Co., Ltd、AIG-Huatai Fund Management Co.,Ltd. Automotive Industry Development and Company’s Business 2009.3.17 Meeting Room, Changan Headquarters On-Site Survey Blackstone Automotive Industry Development and Company’s Business 2009.3.18 Meeting Room, Changan Headquarters On-Site Survey Goldman Sachs Automotive Industry Development and Company’s Business 2009.3.25 Meeting Room, Changan Headquarters On-Site Survey Marvin & Palmer Automotive Industry Development and Company’s Business 3.5.3 Statement on other significant issues □Applicable √Not Applicable5 §4. Attachment 4.1 Balance Sheet Prepared by: CHONGQING CHANGAN AUTOMOBILE CO., LTD. Mar.31th 2009 in RMB yuan Items ConsoliAdta ttehde end Poaf rteenrmt c ompany ConsoliBdeagteindn ing Poaf rteenrmt c ompany Current asset: Monetary fund 1,823,182,091.54 1,026,514,136.83 1,624,164,158.93 1,166,965,437.50 Settlement provision Outgoing call loan Trading financial assets Notes receivable 3,092,070,203.08 2,026,868,126.19 1,934,083,074.98 1,257,028,330.15 Account receivable 311,770,642.34 866,388,758.86 398,665,913.84 959,777,772.64 Prepayment 222,663,804.75 204,483,119.99 264,265,866.41 202,933,850.32 Insurance receivable Reinsurance receivable Provisions of Reinsurance contracts receivable Interest receivable Dividend receivable Other account receivable 86,285,830.28 164,297,002.85 94,522,595.69 166,274,867.13 Repurchasing of financial assets Inventories 1,325,191,922.99 640,510,160.84 1,662,215,300.65 867,644,236.84 Non-current asset due in 1 year Other current asset 25,550.70 29,913.95 Total of current asset 6,861,190,045.68 4,929,061,305.56 5,977,946,824.45 4,620,624,494.58 Non-current assets Loans and payment on other’s behalf disbursed Disposable financial asset Expired investment in possess Long-term receivable Long-term share equity investment 4,544,443,548.08 5,448,568,486.72 4,556,089,383.26 5,459,914,321.90 Property investment 68,044,824.60 68,646,801.42 Fixed assets 3,291,285,370.67 2,777,023,273.07 3,333,111,102.01 2,805,942,755.49 Construction in process 982,663,801.06 927,020,648.19 851,287,528.26 805,436,096.76 Engineering material 2,119,602.12 2,119,602.12 3,147,070.12 3,147,070.12 Fixed asset disposal Production physical assets Gas & petrol Intangible assets 218,371,237.59 140,129,754.63 114,867,134.54 34,930,695.07 R&D expense 227,436,746.04 226,557,493.45 308,158,911.20 308,158,911.20 Goodwill 9,804,394.00 9,804,394.00 Long-term prepaid expenses 3,942,706.24 1,395,620.00 5,232,237.70 1,440,640.00 Differed income tax asset 175,002,022.48 115,499,041.27 139,533,457.58 97,843,264.45 Other non-current asset Total of non-current assets 9,523,114,252.88 9,638,313,919.45 9,389,878,020.09 9,516,813,754.996 Total of assets 16,384,304,298.56 14,567,375,225.01 15,367,824,844.54 14,137,438,249.57 Current liabilities Short-term loans 885,121,147.80 625,241,709.80 1,093,749,195.04 875241709.8 Loan from Central Bank Deposit received and hold for others Call loan received Trade off financial liabilities 9,773,408.00 9,773,408.00 Notes payable 1,626,393,385.83 1,576,393,385.83 2,196,879,136.98 2,117,879,136.98 Account payable 3,523,830,635.01 2,148,401,384.71 2,275,651,448.09 1,327,279,900.55 Prepayment received 815,715,994.61 326,331,285.01 909,476,064.71 383,616,593.07 Selling of repurchased financial assets Fees and commissions receivable Employees’ wage payable 113,238,102.01 92,229,531.99 110,874,454.46 85,737,760.45 Tax payable 243,607,256.71 231,825,918.31 58,456,822.80 138,292,988.92 Interest payable 1,110,000.00 1,110,000.00 1,200,000.00 1,200,000.00 Dividend payable 83,148.19 83,148.19 Other account payable 245,714,912.39 139,682,892.78 367,301,503.09 259,745,444.43 Reinsurance fee payable Insurance contract provision Entrusted trading of securities Entrusted selling of securities Non-current liability due in 1 year 560,306,617.27 391,605,338.76 345,932,573.07 224,241,972.26 Other current liability Total of current liability 8,024,894,607.82 5,532,821,447.19 7,369,377,754.43 5,413,235,506.46 Non-current liabilities Long-term borrowings 292,000,000.00 250,000,000.00 Bond payable Long-term payable Special payable 37,375,533.61 37,375,533.61 37,939,992.97 37,939,992.97 Expected liabilities 254,928,206.53 170,124,919.01 213,392,484.92 156,363,110.75 Differed income tax liability Other non-recurring liabilities 37,951,032.21 26,185,032.21 38,493,000.00 26,727,000.00 Total of non-current liabilities 622,254,772.35 483,685,484.83 289,825,477.89 221,030,103.72 Total of liability 8,647,149,380.17 6,016,506,932.02 7,659,203,232.32 5,634,265,610.18 Owners’ equity (or shareholders’ equity) Practical capital collected (or share capital) 2,334,022,848.00 2,334,022,848.00 2,334,022,848.00 2,334,022,848.00 Capital reserves 1,500,060,947.64 1,676,328,688.83 1,499,260,947.64 1,675,528,688.83 Less: Shares in stock Surplus reserves 1,042,968,947.56 1,042,968,948.06 1,042,968,948.06 1,042,968,948.06 Common risk provision Attributable profit 2,748,612,209.21 3,497,547,808.10 2,720,272,069.26 3,450,652,154.50 Different of foreign currency translation Total of owner’s equity belong to the parent company 7,625,664,952.41 8,550,868,292.99 7,596,524,812.96 8,503,172,639.39 Minor shareholders’ equity 111,489,965.98 112,096,799.26 Total of owners’ equity 7,737,154,918.39 8,550,868,292.99 7,708,621,612.22 8,503,172,639.39 Total of liabilities and owners’ equity 16,384,304,298.56 14,567,375,225.01 15,367,824,844.54 14,137,438,249.577 4.2 Income Statement of the report term Prepared by: CHONGQING CHANGAN AUTOMOBILE CO., LTD.. Jan-Mar 2009 in RMB yuan Items ConsolidaCteudrr ent Ptearrmen t company ConsSoalimdaet epde riodP laarset nyte caor mpany I. Total business income 4,876,765,898.57 3,077,226,928.25 3,999,264,844.55 2,629,984,336.82 Incl. Business income 4,876,765,898.57 3,077,226,928.25 3,999,264,844.55 2,629,984,336.82 Interest income Insurance fee earned Fee and commission received II. Total business cost 4,852,216,424.38 3,036,417,433.54 4,054,882,932.78 2,666,045,882.15 Incl. Business cost 3,978,357,334.90 2,483,834,128.94 3,311,834,575.97 2,126,548,807.17 Interest expense Fee and commission paid Insurance discharge payment Net claim amount paid Net insurance policy reserves provided Insurance policy dividend paid Reinsurance expenses Business tax and surcharge 98,970,758.33 67,725,015.59 111,670,869.21 76,521,438.00 Sales expense 505,720,687.36 275,031,048.83 355,625,537.02 221,657,618.14 Administrative expense 252,716,438.60 204,895,617.63 245,250,856.85 219,212,306.30 Financial expenses 2,178,697.80 -9,687,606.67 13,563,516.56 5,168,135.37 Asset impairment loss 14,272,507.39 14,619,229.22 16937577.17 16937577.17 Plus: Gains from change of fair value (“-“ for loss) Investment gain (“-“ for loss) -11,645,835.18 -11,645,835.18 308,136,358.70 308,136,358.70 Incl. Investment gains from affiliates -11,645,835.18 -11,645,835.18 308,136,358.70 308,136,358.70 Gains from currency exchange (“-“ for loss) III. Operational profit (“-“ for loss) 12,903,639.01 29,163,659.53 252,518,270.47 272,074,813.37 Plus: Non business income 557,233.89 76,217.25 6,360,340.99 5,892,054.64 Less: Non-business expenses 642,761.42 855,476.18 493779.72 Incl. Loss from disposal of non-current assets IV. Gross profit (“-“ for loss) 12,818,111.48 29,239,876.78 258,023,135.28 277,473,088.29 Less: Income tax expenses -14,915,195.19 -17,655,776.82 -5,173,729.91 -10260547.87 V. Net profit (“-“ for net loss) 27,733,306.67 46,895,653.60 263,196,865.19 287,733,636.16 Net profit attributable to the owners of parent company 28,340,139.95 46,895,653.60 267,596,690.77 287,733,636.16 Minor shareholders’ equity -606,833.28 -4,399,825.58 VI. Earnings per share: (I) Basic earnings per share 0.01 0.02 0.11 0.12 (II) Diluted earnings per share 0.01 0.02 0.11 0.128 4.3 Cash Flow Statement from the beginning of year to the end of report term. Prepared by: Prepared by: CHONGQING CHANGAN AUTOMOBILE CO., LTD.. Jan-Mar 2009 in RMB yuan Items ConsolidaCteudrrentP taerremn t company ConsSoalimdaet epde riodP laarsetn yt ecaorm pany I. Net cash flow from business operation Cash received from sales of products and providing of services 3,023,029,539.41 2,299,073,293.75 2,410,914,911.88 1,545,983,501.87 Net increase of customer deposits and capital kept for brother company Net increase of loans from central bank Net increase of inter-bank loans from other financial bodies Cash received against original insurance contract Net cash received from reinsurance business Net increase of client deposit and investment Net increase of trade financial asset disposal Cash received as interest, processing fee, and commission Net increase of inter-bank fund received Net increase of repurchasing business Tax returned 17,350,843.26 35,871,719.06 5820000 Other cash received from business operation 17,161,941.49 4,836,734.18 83,862,901.42 8,923,542.01 Sub-total of cash inflow from business activities 3,057,542,324.16 2,303,910,027.93 2,530,649,532.36 1,560,727,043.88 Cash paid for purchasing of merchandise and services 1,828,326,994.50 1,562,939,360.40 2,252,691,617.79 1,477,594,141.35 Net increase of client trade and advance Net increase of savings in central bank and brother company Cash paid for original contract claim Cash paid for interest, processing fee and commission Cash paid for policy dividend Cash paid to staffs or paid for staffs 189,381,642.75 153,715,411.84 174,658,438.90 148,495,375.35 Taxes paid 269,669,286.47 179,151,738.66 281,013,062.45 217,115,589.88 Other cash paid for business activities 345,626,242.89 287,946,210.95 407,202,816.35 304,069,936.22 Sub-total of cash outflow from business activities 2,633,004,166.61 2,183,752,721.85 3,115,565,935.49 2,147,275,042.80 Cash flow generated by business operation, net 424,538,157.55 120,157,306.08 -584,916,403.13 - 586,547,998.92 II. Cash flow generated by investing Cash received from investment retrieving 265843.01 265843.01 Cash received as investment gains Net cash retrieved from disposal of fixed assets, intangible assets, and other long-term assets 280,881.84 67,008.54 120,143.41 3,768.80 Net cash received from disposal of subsidiaries or other operational units Other investment-related cash received 90,000.00 8493618.27 Sub-total of cash inflow due to investment activities 370,881.84 67,008.54 8,879,604.69 269,611.81 Cash paid for construction of fixed assets, intangible assets and other long-term assets 273,743,320.97 248,764,800.14 101,278,467.76 94,216,531.45 Cash paid as investment 1,896,370.15 1,896,370.15 707210800 707210800 Net increase of loan against pledge Net cash received from subsidiaries and other operational units Other cash paid for investment activities Sub-total of cash outflow due to investment activities 275,639,691.12 250,661,170.29 808,489,267.76 801,427,331.45 Net cash flow generated by investment -275,268,809.28 -250,594,161.75 -799,609,663.07 -801,157,719.649 III. Cash flow generated by financing Cash received as investment Incl. Cash received as investment from minor shareholders Cash received as loans 457,807,992.00 250,000,000.00 1,774,000,000.00 1620000000 Cash received from bond placing Other financing-related cash received 1390637.52 Subtotal of cash inflow from financing activities 459,198,629.52 250,000,000.00 1,774,000,000.00 1,620,000,000.00 Cash to repay debts 398,645,859.80 250,000,000.00 707,046,234.78 500,000,000.00 Cash paid as dividend, profit, or interests 10,601,234.94 10,014,445.00 38,020,937.44 32,735,347.50 Incl. Dividend and profit paid by subsidiaries to minor shareholders Other cash paid for financing activities 202950.44 Subtotal of cash outflow due to financing activities 409,450,045.18 260,014,445.00 745,067,172.22 532,735,347.50 Net cash flow generated by financing 49,748,584.34 -10,014,445.00 1,028,932,827.78 1,087,264,652.50 IV. Influence of exchange rate alternation on cash and cash equivalents V. Net increase of cash and cash equivalents 199,017,932.61 -140,451,300.67 -355,593,238.42 -300,441,066.06 Plus: Balance of cash and cash equivalents at the beginning of term 1,614,390,750.93 1,166,965,437.50 1,583,706,500.04 1,169,325,053.21 VI. Balance of cash and cash equivalents at the end of term 1,813,408,683.54 1,026,514,136.83 1,228,113,261.62 868,883,987.15 4.4 Auditors’Report Auditing Opinion: Unaudited