WUHAN BOILER COMPANY LIMITED THE FIRST QUARTERLY REPORT 2009 § 1 Important Notes 1.1 The Board of Directors, the Supervisory Board, directors, supervisors and other senior management personnel of Wuhan Boiler Company Limited (hereinafter referred to as “the Company”) hereby confirm that this report contains no false information, misleading statements or material omission, and accept, individually and collectively, the responsibilities for the authenticity, accuracy and completeness of the contents of this report. 1.2 All other directors attended in person the board meeting where this quarterly report was reviewed except for the director mentioned below. Name Position Reason for not attending the meeting in person Name of proxy Jean-Michel AUBERTIN ( Ou Botian ) Director He was absent from the Board Meeting due to business trip overseas, and he authorized Mr. YEUNG Kwok Wei Richard (Yang Guo Wei) in written to vote on his behalf. YEUNG Kwok Wei Richard (Yang Guowei) 1.3 The First Quarterly Financial Report has not been audited by a CPA firm. 1.4 Mr. YEUNG Kwok Wei Richard (Yang Guowei), the Chairman of the Board of Directors, Mr. Philippe VERGNE (Chinese Name: Wu Zhonghan), Chief Financial Officer, and Mr. Zhang Yansi in Charge of Accounting, hereby insure that the Financial Report enclosed in this Report is true and complete.. §2 Company Profile 2.1 Main accounting data and financial indicators Unit: (RMB) Yuan 31 Mar. 2009 31 Dec. 2008 Increase/decrease (%) Total assets 2,824,170,701.93 2,867,879,261.58 -1.52% Equity attributable to the owner of the parent company -307,652,290.36 -218,289,082.18 -40.94% Equity capital 297,000,000.00 297,000,000.00 0.00% Net assets per share attributable to the owner of the parent company -1.04 -0.73 -42.47% Jan.-Mar. 2009 Jan.-Mar. 2008 Increase/decrease (%) Total operation income 188,636,412.86 266,952,821.72 -29.34%2 Net profit attributable to the owner of the parent company -89,363,211.65 -51,891,543.66 -72.21% Net cash flow generated from operating activities -232,322,103.65 -265,004,281.96 12.33% Net cash flow per share generated from operating activities -0.78 -0.89 12.36% Basic earnings per share -0.30 -0.17 -76.47% Diluted earnings per share -0.30 -0.17 -76.47% Rate of return on net assets -61.81% Rate of return on net assets after deducting non-recurring gains and losses -62.66% Items of non-recurring gains and losses Jan. –Mar. 2009 Other non-operating gains or losses other than above (net) -192,576.15 Effect of deducting minority interest -5.00 Total -192,581.15 Statements on the items of non-recurring gains and losses: The non-recurring gains and losses refer to the incomes and expenses that are not directly related to the Company’s production and operation, or that are related to the Company’s production and operation but may affect the factual and fair assessment of the Company’s operating results and profitability in the current period due to their nature, amounts and frequency. 2.2 Total number of shareholders at period-end, as well as shares held by the top ten tradable shareholders Unit: Share Total number of shareholders at period-end 12,133 Shares held by the top ten tradable shareholders Name of shareholder (full name) Number of tradable shares held at period-end Type of share WANG JIA YI 1,713,699 Domestically listed foreign shares CHENG CHU YUN 1,372,450 Domestically listed foreign shares HSBC BROKING SECURITIES (ASIA) LIMITED-CLIENTS A/C 1,108,914 Domestically listed foreign shares SEUNG YEOL PARK 1,041,671 Domestically listed foreign shares ZHUANG CHANG XIONG 1,035,000 Domestically listed foreign shares TANG JUAN 887,236 Domestically listed foreign shares GUOTAI JUNAN SECURITIES(HONGKONG) LIMITED 872,448 Domestically listed foreign shares WU FANG HUI 846,103 Domestically listed foreign shares3 ZHUANG YAO HUA 821,150 Domestically listed foreign shares HUANG JIAN WEN 736,440 Domestically listed foreign shares § 3 Significant Events 3.1 Particulars about major changes of main accounting statement items and financial indicators, as well as reasons for the changes √Applicable □Inapplicable 1. The monetary capital decreased by 52.64% compared with the beginning of the year, mainly due to the Company’s strengthened capital management; 2. Other receivables decreased by 34.80% compared with the beginning of the year , mainly due to the decrease of construction in progress; 3. The inventory decreased by 33.26% compared with the beginning of the year, mainly due to the decrease of ongoing projects. 4. The notes payable decreased by 69.38%, mainly due to the settlement of the mature notes; 5. The interest payable increased by 28.85% compared with the beginning of the year, mainly due to the increase of loans; 6. The operation income and cost decreased respectively by 29.34% and 28.98% over the same period of last year, mainly due to the decrease of the orders on hand and the construction in progress; 7. The business taxes and surcharges decreased by 47.49% over the same period of last year, mainly due to the decrease of the operation income; 8. The financial expenses increased by 67.17% over the same period of last year, mainly due to the increase of loans; 9. The asset impairment loss increased by 219.12%, mainly due to the increase of the withdrawn allowance for doubtful accounts caused by the changes of the accounts’ aging schedules. 3.2 Progress and influence of significant events, as well as the analysis on solutions □Applicable √Inapplicable 3.3 Fulfillment of commitments made by the Company, shareholders and the actual controller □Applicable √Inapplicable 3.4 Warnings of possible losses or major changes of the accumulative net profit achieved during the period from the beginning of the year to the end of the next reporting period compared with the same period of last year according to prediction, as well as the reasons √Applicable □Inapplicable Performance estimates From January 1, 2009 to June 30, 2009 From January 1, 2008 to June 30, 2008 Increase/decrease (%)4 Estimate of accumulative net profit (RMB, Ten Thousand Yuan) - RMB190 millions - RMB98.086 millions --- --- Basic earnings per share (Yuan/share) - 0.64 - 0.33 --- ---- Remarks on performance estimates The main reasons for the loss are a decrease of gross margin resulted from low manufacturing activities during the relocation, an increase of Administration expenses and an increase of financial expenses caused by the increase of bank loan 3.5 Other significant events 3.5.1 Stock investment □Applicable √Inapplicable 3.5.2 Visits and interviews received in the reporting period Date of reception Location of reception Way of reception Visitor Contents discussed and materials provided 3 Feb. 2009 Wuhan By telephone One tradable shareholder Construction of the new plant 4 Feb. 2009 Wuhan By telephone One tradable shareholder Construction of the new plant and the orders in 2009 11 Feb. 2009 Wuhan By telephone One tradable shareholder Estimated date for the operation of the new plant 14 Feb. 2009 Wuhan Field research One tradable shareholder The shareholder asked for a visit to the new plant. 16 Feb. 2009 Wuhan By telephone One tradable shareholder Construction of the new plant and the Company’s performance in 2009 17 Feb. 2009 Wuhan By telephone Two tradable shareholders Construction progress of the new plant and the date of operation 25 Feb. 2009 Wuhan By telephone One tradable shareholder Construction of the new plant, date of relocation, and the orders in 2009 27 Feb. 2009 Wuhan By telephone Two tradable shareholders Construction of the new plant, business performance in 2009 and whether the tension between China and France has an impact on the told orders 2 Mar. 2009 Wuhan By telephone One tradable shareholder Construction of the new plant, date of its operation, the Company’s performance in 2009 and whether the Company is considering reducing the staff 3 Mar. 2009 Wuhan By telephone One tradable shareholder Construction of the new plant, date of its operation and the Company’s orders in 2009 3.5.3 Other significant events5 □Applicable √Inapplicable § 4 Attachments 4.1 Balance sheet Prepared by Wuhan Boiler Company Limited Unit: (RMB) Yuan As at 31 Mar. 2009 Balance at period-end Balance at year-begin Items Consolidation Parent company Consolidation Parent company CURRENT ASSETS: Monetary capital 22,669,133.14 19,966,820.56 47,867,354.63 31,599,034.00 Settlement funds Landings to banks or other financial institutions Transaction monetary assets Notes receivables 33,020,000.00 32,960,000.00 380,000.00 Accounts receivables 1,167,499,263.10 1,155,943,271.99 953,598,124.44 942,918,219.40 prepayments 136,105,384.39 187,725,326.89 141,863,705.37 141,118,425.37 Premium receivables Receivables from reinsures Reinsurance contract reserve receivables Interest receivables Dividend receivables Other receivables 86,664,809.58 86,649,168.12 132,916,376.39 132,785,791.48 Financial assets purchased under agreements to resell Inventories 613,053,506.01 604,298,649.64 918,505,849.66 905,820,307.66 Non-current assets due within 1 year Other current assets TOTAL CURRENT ASSETS 2,059,012,096.22 2,087,543,237.20 2,195,131,410.49 2,154,241,777.91 NON-CURRENT ASSETS: Loans and advances Available-for-sale financial assets Investments held to maturity Long-term receivables Long-term equity investments 39,234,287.13 39,234,287.13 Investment properties Fixed assets 117,484,930.69 114,169,825.37 121,851,170.82 118,360,293.74 Construction in progress 503,791,416.24 452,171,473.74 406,345,860.06 406,345,860.06 Construction materials6 Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 64,719,651.89 64,719,651.89 64,344,904.52 64,344,904.52 Development expenditures goodwill Long-term deferred expenses 62,500.00 62,500.00 100,000.00 100,000.00 Deferred tax assets 73,930,972.26 73,797,278.51 73,930,972.26 73,797,278.51 Other non-current assets 5,169,134.63 5,169,134.63 6,174,943.43 6,174,943.43 TOTAL NON-CURRENT ASSETS 765,158,605.71 749,324,151.27 672,747,851.09 708,357,567.39 TOTAL ASSETS 2,824,170,701.93 2,836,867,388.47 2,867,879,261.58 2,862,599,345.30 CURRENT LIABILITIES: Short-term borrowings 2,243,000,000.00 2,243,000,000.00 1,924,000,000.00 1,924,000,000.00 Borrowings from central bank Deposits received and held for others Borrowings from banks and other financial institutions Held-for-trading financial liabilities Notes payable 132,795,508.30 132,795,508.30 433,649,225.98 433,649,225.98 Accounts payable 543,401,437.49 544,101,011.59 532,731,198.18 529,612,333.97 Advances from customers 10,342,136.73 10,342,136.73 10,442,136.73 10,342,136.73 Financial assets sold under agreements to repurchase Fees and commissions payables Payroll payables 45,612,843.52 45,314,092.99 44,989,865.76 44,680,505.04 Taxes payable -89,322,213.51 -89,857,270.47 -102,911,718.25 -103,411,510.50 Interest payables 3,925,394.00 3,925,394.00 3,046,367.05 3,046,367.05 Dividend payables 562,000.00 562,000.00 Other payables 38,465,239.04 69,480,703.17 25,258,271.32 44,276,690.75 Accounts due to reinsurance Insurance contract reserves Receiving from vicariously traded securities Receiving from vicariously sold securities Non-current liabilities due within 1 year 90,000,000.00 90,000,000.00 90,000,000.00 90,000,000.00 Other current liabilities TOTAL CURRENT LIABILITIES 3,018,782,345.57 3,049,101,576.31 2,961,767,346.77 2,976,195,749.027 NON-CURRENT LIABILITIES Long-term borrowings 90,000,000.00 90,000,000.00 100,000,000.00 100,000,000.00 Bonds payable Long-term payables Special payables Estimated liabilities Deferred tax liabilities 2,696.51 2,696.51 2,696.51 2,696.51 Other non-current liabilities 19,535,464.73 19,535,464.73 20,646,122.33 20,646,122.33 TOTAL NON-CURRENT LIABILITIES 109,538,161.24 109,538,161.24 120,648,818.84 120,648,818.84 TOTAL LIABILITIES 3,128,320,506.81 3,158,639,737.55 3,082,416,165.61 3,096,844,567.86 OWNERS’ EQUITY (OR SHAREHOLDERS’ EQUITY) Paid-in capital (or share capital) 297,000,000.00 297,000,000.00 297,000,000.00 297,000,000.00 Capital surplus 174,659,407.46 174,854,304.12 174,659,407.46 174,854,304.12 Less: treasury stock Surplus reserves 39,418,356.83 39,418,356.83 39,418,356.83 39,418,356.83 General risk provision Retained earnings -818,730,054.65 -833,045,010.03 -729,366,846.47 -745,517,883.51 Foreign exchange difference Total owners’ equity attributable to holding company -307,652,290.36 -321,772,349.08 -218,289,082.18 -234,245,222.56 Minority interest 3,502,485.48 3,752,178.15 TOTAL OWNER’S EQUITY -304,149,804.88 -321,772,349.08 -214,536,904.03 -234,245,222.56 TOTAL LIABILITIES & OWNER’S EQUITY 2,824,170,701.93 2,836,867,388.47 2,867,879,261.58 2,862,599,345.30 4.2 Income Statement Prepared by Wuhan Boiler Company Limited Unit: (RMB) Yuan Jan.-Mar. 2009 This period Same period of last year Items Consolidation Parent company Consolidation Parent company 1. Total operation revenue 188,636,412.86 186,356,412.86 266,952,821.72 253,902,177.26 Including: sales revenue 188,636,412.86 186,356,412.86 266,952,821.72 253,902,177.26 Interests income Premium income Fee and commission income 2. Total operation cost 278,084,284.43 273,718,560.10 318,320,196.66 303,797,146.66 Including: cost of sales 183,686,041.50 181,096,918.73 258,626,844.08 250,582,347.24 Interests expenses Service charges and commission expenses8 Payments on surrenders Claim expenses-net Provision for insurance contract reserve-net Policyholder dividends Reinsurance expenses Business taxes and surcharges 306,019.04 121,487.73 582,826.66 251,146.91 Selling expenses 3,134,188.71 1,686,260.32 2,643,939.34 1,942,401.21 Administrative expenses 37,159,403.38 37,053,611.69 32,063,684.37 27,118,143.75 Financial expenses 26,486,431.76 26,479,492.12 15,844,418.70 15,183,772.28 Impairment loss 27,312,200.04 27,280,789.51 8,558,483.51 8,719,335.27 Add: gain/loss from changes in fair value (“-” for loss) 27,543.41 27,543.41 Gain/loss from investment (“-” for loss) Including: investment gain from associates and joint ventures Gain/loss from foreign exchange difference (“-” for loss) 3. Operation profit (“-” for loss) -89,420,328.16 -87,334,603.83 -51,367,374.94 -49,894,969.40 Add: non-operating incomes 129,546.69 129,546.69 23,316.34 23,316.34 Less: non-operating expenses 322,122.84 322,072.84 965,080.78 953,918.28 Including: loss from disposal of non-current assets 4. Total profit (“-” for total loss) -89,612,904.31 -87,527,129.98 -52,309,139.38 -50,825,571.34 Less: income tax expenses 373,725.90 0.00 5. Net profit (“-” for total loss) -89,612,904.31 -87,527,129.98 -52,682,865.28 -50,825,571.34 Attributable to owners of parent company -89,363,211.65 -51,891,543.66 Minority interest -249,692.66 -791,321.62 6. Earnings per share (1) Basic EPS -0.30 -0.17 (2) Diluted EPS -0.30 -0.17 4.3 Cash flow statement Prepared by Wuhan Boiler Company Limited Unit: (RMB) Yuan Jan.-Mar. 2009 This period Same period of last year Items consolidation Parent company Consolidation Parent company 1. Cash flows from operating activities9 Cash received from sales of goods or rending of services 282,002,331.89 279,209,055.47 206,292,228.41 188,874,663.29 Net increase of deposits received from and held for customers Net increase of borrowings from central bank Net increase of inter-bank loans from other financial institutions Cash received against original insurance contract Net Cash received from reinsurance Net increase of client deposits and investments Net increase in disposal of held-for-trading financial assets Interests, handling charges and commission received Net increase of inter-bank funds received Net increase of cash received under repurchasing Tax and fare refunded 9,645,206.87 9,645,206.87 Other cash received from operating activities 14,238.88 21,701,720.86 5,862,055.72 Sub-total of cash inflow from operating activities 291,661,777.64 288,854,262.34 227,993,949.27 194,736,719.01 Cash paid for goods and services 470,974,848.04 470,266,583.76 433,769,401.32 424,271,277.54 Net increase of loans and advances Net increase of deposits in central bank, banks and other financial institutions Cash paid for original contract claim Cash paid for interests, fees and commissions Cash paid for policy dividends Cash paid to and for employees 34,503,598.72 32,320,991.93 33,463,304.54 25,418,691.9610 Taxes and fares paid 2,311,158.09 1,309,536.05 4,862,132.75 4,910.00 Other cash paid relating to operating activities 16,194,276.44 15,808,688.54 20,903,392.62 11,280,337.83 Sub-total of cash outflows from operating activities 523,983,881.29 519,705,800.28 492,998,231.23 460,975,217.33 Net cash flow from operating activities -232,322,103.65 -230,851,537.94 -265,004,281.96 -266,238,498.32 2. Cash flows from investing activities Cash received from return of investments Cash received from investment income Net cash received from disposal of fixed assets, intangible assets and other long-term assets 317,225.00 312,315.00 Net cash received from disposal of subsidiaries and other operating units Other cash received relating to investing activities 6,157.66 4,714.85 Sub-total of cash inflows of investing activities 6,157.66 0.00 321,939.85 312,315.00 Cash paid for acquiring fixed assets, intangible assets and other long-term assets 83,060,904.60 83,059,304.60 21,287,869.75 21,265,605.56 Cash paid for acquiring investments Net increase of pledge loans Net cash paid for acquisition of subsidiaries and other operating units Other cash paid relating to investing activities Sub-total of cash outflows of investing activities 83,060,904.60 83,059,304.60 21,287,869.75 21,265,605.56 Net cash flow from investing activities -83,054,746.94 -83,059,304.60 -20,965,929.90 -20,953,290.56 3. Cash flows of financing activities Cash received from absorbing investments Including: Cash received11 from minority shareholders of subsidiaries Cash received from borrowings 803,100,000.00 815,200,000.00 545,000,000.00 545,000,000.00 Cash received from bonds issuing Other cash received relating to financing activities 416,729.86 416,729.86 Sub-total of cash inflows of financing activities 803,100,000.00 815,200,000.00 545,416,729.86 545,416,729.86 Cash paid for settling debts 482,000,000.00 482,000,000.00 276,000,000.00 276,000,000.00 Cash paid for distribution of dividends or profits or reimbursing interest 30,721,474.04 30,721,474.04 17,761,125.00 17,761,125.00 Including: dividends or profits paid to minority shareholders by subsidiaries Other cash paid relating to financing activities 96,243.43 96,243.43 Sub-total of cash outflows of financing activities 512,721,474.04 512,721,474.04 293,857,368.43 293,857,368.43 Net cash flows of financing activities 290,378,525.96 302,478,525.96 251,559,361.43 251,559,361.43 4. Effect of foreign exchange rate changes -200,230.61 -200,230.61 -49,444.63 -49,444.63 5. Net increase of cash and cash equivalents -25,198,555.24 -11,632,547.19 -34,460,295.06 -35,681,872.08 Add: cash and cash equivalents at the beginning of this period 37,612,024.12 21,343,703.49 81,449,871.82 68,761,400.73 6. Cash and cash equivalents at period-end 12,413,468.88 9,711,156.30 46,989,576.76 33,079,528.65 4.4 Auditor’s report Audit opinion: Unaudited Wuhan Boiler Co., Ltd. Chairman of Board of Directors: YEUNG Kwok Wei Richard April 28, 2009