江铃Ｂ(200550)2008年年度报告（英文版）

Jiangling Motors Corporation, Ltd. 2008 Annual Report 1 Important Note The Board of Directors and its members, the Supervisory Board and its members, and the senior executives are jointly and severally liable for the truthfulness, accuracy and completeness of the information disclosed in the report and undertake that the information disclosed herein does not contain false statements, misrepresentations or major omissions. Chairman Wang Xigao, President Yuan-Ching Chen, CFO Joseph Verga and Chief of Finance Department, Wu Jiehong, ensure that the Financial Report in this Annual Report is truthful and complete. All financial data in this report are prepared under International Financial Reporting Standards (‘IFRS’) unless otherwise specify. The Annual Report is prepared in Chinese and English. In case of discrepancy, the Chinese version will prevail. Abbreviations: EVP Executive Vice President CFO Chief Financial Officer VP Vice President 2 Contents Chapter I Brief Introduction ...................................................................... 4 Chapter II Operating Highlight ................................................................... 5 Chapter III Share Capital Changes & Shareholders..................................... 8 Chapter IV Directors, Supervisors, Senior Management and Employees . 12 Chapter V Corporate Governance ............................................................. 20 Chapter VI Shareholders’ Meeting ............................................................. 24 Chapter VII Report of the Board of Directors ............................................. 25 Chapter VIII Report of the Supervisory Board ............................................. 38 Chapter IX Major Events............................................................................ 39 Chapter X Financial Statements ................................................................49 Chapter XI Catalog on Documents for Reference....................................107 3 Chapter I Brief Introduction Company’s Chinese name: 江铃汽车股份有限公司 English name: Jiangling Motors Corporation, Ltd. Abbreviation: JMC Company legal representative: Mr. Wang Xigao JMC’s Board secretary: Mr. Wan Hong (Tel: 86-791-5235675) Person for financial information disclosure: Mr. Joseph Verga (Tel: 86-791-5266503) JMC’s securities affairs representative: Mr. Quan Shi (Tel: 86-791-5266178) Contact address: No. 509, Northern Yingbin Avenue, Nanchang City, Jiangxi Province, P.R.C Switchboard: 86-791-5266000 Fax: 86-791-5232839 E-mail: relations@jmc.com.cn Company registered address & headquarters address: No. 509, Northern Yingbin Avenue, Nanchang City, Jiangxi Province, P.R.C Postal Code: 330001 JMC’s website: http://www.jmc.com.cn Newspapers for information disclosure: China Securities, Securities Times, Hong Kong Commercial Daily Website designated by CSRC for publication of JMC’s Annual Report: http://www.cninfo.com.cn Place for archiving Annual Report: Securities Department, Jiangling Motors Corporation, Ltd. Place of listing: Shenzhen Stock Exchange Share’s name: Jiangling Motors Jiangling B Share’s code: 000550 200550 Other Information: 1. JMC was registered with Nanchang Municipal Bureau of Industrial & Commercial 4 Administration on November 28, 1993. The company registration was changed with Jiangxi Provincial Bureau of Industrial & Commercial Administration on January 8, 1997, on October 25, 2003, on September 23, 2004, on January 11, 2006 and on June 21, 2007. 2. Business License Registration Number: 002473. 3. Taxation Registration Number: (State Administration of Taxation) 360108612446943 (Nanchang Local Taxation) 360104612446943 4. Organization Code: 61244694-3. 5. Accounting Firm appointed by JMC for audit under both China General Acceptable Accounting Principles (‘China GAAP’) and International Financial Reporting Standards (‘IFRS’): Name: PricewaterhouseCoopers Zhong Tian CPAs Limited Company (‘PwC Zhong Tian’) Headquarters address: 11th Floor, PricewaterhouseCoopers Center, 202 Hu Bin Road, Shanghai City, P.R.C. Chapter II Operating Highlight I. Certain Financial Indexes of the Reporting Year Unit: RMB ‘000 Operating Profit 837,923 Profit Before Income Tax 899,784 Profit Attributable to the Equity Holders of the Company 782,356 Net Cash Generated From Operating Activities 179,611 Impact of IFRS adjustments on the net profit: Unit: RMB ‘000 Net Assets Net profit December 31, 2008 2008 As Prepared under the China GAAP* 4,151,090 797,378 Adjustment per IFRS: Staff Bonus and Welfare Fund appropriated - -2,613 from Net Profit of a Subsidiary As Restated in Conformity with IFRS 4,151,090 794,765 * Based on the financial statements audited by PwC Zhong Tian per the China GAAP. 5 II. Main accounting data and financial ratios of the past three years. 1. Main accounting data of the past three years Unit: RMB ‘000 2007 Change (%) 2006 2008 After Before After After Before Adjustment* Adjustment Adjustment* Adjustment* Adjustment Revenue 8,587,034 8,455,549 8,455,549 1.56 7,654,741 7,654,741 Profit Before 899,784 857,198* 860,878 4.97 744,153* 747,550 Income Tax Profit Attributable to the Equity 782,356 756,713* 753,445 3.39 625,039* 623,197 Holders of the Company Net Cash Generated From 179,611 837,905 837,905 -78.56 1,150,212 1,150,212 Operating Activities End of End of Year 2007 Change (%) End of Year 2006 Year After Before After After Before 2008 Adjustment* Adjustment Adjustment* Adjustment* Adjustment Total Assets 5,963,778 6,125,140 6,125,140 -2.63 5,312,494 5,312,494 Shareholders’ Equity Attributable to the 4,050,382 3,526,990* 3,496,128 14.84 3,029,241* 3,001,647 Equity Holders of the Company 2. Main financial ratios of the past three years 2007 Change (%) 2006 2008 After Before After After Before Adjustment* Adjustment Adjustment* Adjustment* Adjustment Basic Earnings Per 0.91 0.88* 0.87 3.39 0.72* 0.72 Share (RMB) Diluted Earnings Per 0.91 0.88* 0.87 3.39 0.72* 0.72 Share (RMB) Down 2.13 Fully Diluted Return 19.32% 21.45%* 21.55% points in 20.63%* 20.76% on Net Asset Ratio percentage Weighted Average Down 2.43 Return on Net Asset 20.65% 23.08%* 23.19% points in 22.32%* 22.47% Ratio percentage Net Cash Per Share Generated From 0.21 0.97 0.97 -78.56 1.33 1.33 Operating Activities (RMB) End of Year 2007 End of Year 2006 6 End of Change (%) After Before After Before Year 2008 After Adjustment* Adjustment Adjustment* Adjustment Adjustment* Net Assets Per Share Attributable to the 4.69 4.09 4.05 14.84 3.51 3.48 Equity Holders of the Company (RMB) Note: The Return on Net Asset Ratio and Earnings Per Share were calculated in accordance with the No. 9 Rule about Information Disclosure of Companies Making Public Offering of Securities (revised in 2007) issued by China Securities Regulatory Commission (‘CSRC’). * Starting from 2008, JMC has changed the accounting policy to recognize the FEIT reduction in relation to the purchase of domestically produced equipment with the income tax liabilities upon the receipt of the notices from tax bureau for approval of income tax reduction under IFRS, and has no longer recognized it as deferred income. So the three financial indexes, profit before income tax, profit attributable to the equity holders of the Company and shareholders' equity attributable to the equity holders of the Company, will be retrospectively adjusted due to the effect on above-mentioned change in accounting policy. 7 Chapter III Share Capital Changes & Shareholders I. Table of the changes of shareholding structure Before the change Change (+, -) After the change Reserve- Proportion New Bonus Proportion Shares of total converted Others Subtotal Shares of total shares (%) shares Shares shares (%) shares I. Limited tradable 316,692,845 36.69% -45,320,700 -45,320,700 271,372,145 31.44% A shares 1.State-owned - - - - - - shares 2. State-owned legal 311,015,300 36.03% -43,160,700 -43,160,700 267,854,600 31.03% person shares 3. Other domestic 5,673,000 0.66% -2,160,000 -2,160,000 3,513,000 0.41% shares Including: Domestic legal 5,553,000 0.64% -2,040,000 -2,040,000 3,513,000 0.41% person shares Domestic natural 120,000 0.02% -120,000 -120,000 0 - person shares 4. Management 4,545 - - - 4,545 - Shares II. Unlimited 546,521,155 63.31% 45,320,700 45,320,700 591,841,855 68.56% tradable shares 1. A shares 202,521,155 23.46% 45,320,700 45,320,700 247,841,855 28.71% 2. B shares 344,000,000 39.85% - - 344,000,000 39.85% III. Total 863,214,000 100% - - 863,214,000 100% JMC did not issue shares or derivative securities during the past three years as of December 31, 2008. JMC’s total shares remained the same in 2008, and the trading restriction on parts of the limited tradable A shares was relieved on April 7, 2008 thereby causing the changes in shareholding structure. Change Table of Shares with Trading Restriction by December 31, 2008 Quantity of Increase of Quantity of Decrease of Shares with Shares Shares with Shares with Reason for Trading with Trading Listing Shareholder Name Trading Trading Restriction at Trading Restriction Date Restriction in restriction the Beginning Restriction at the End of the Year of Year in the Year Year Jiangling Motor Holding Co., 311,015,300 43,160,700 - 267,854,600 Share Reform 2008.4.7 Ltd. Guangdong Machinery & 1,200,000 1,200,000 - 0 Share Reform 2008.4.7 Electronic Company China Huamao Investment 720,000 720,000 - 0 Share Reform 2008.4.7 Co., Ltd. Guangdong (Zhongshan) 120,000 120,000 - 0 Share Reform 2008.4.7 Auto Trading Company 8 Peng Zuohao 120,000 120,000 0 Share Reform 2008.4.7 3,645 - 3,645 Management Wu Yong 2009.1.5 shares 900 - 900 Management Xiong Chunying 2009.1.5 shares Total 313,179,845 45,320,700 267,859,145 II. Shareholders 1. Total shareholders, top ten shareholders, and top ten shareholders holding unlimited tradable shares JMC had 29,178 shareholders, including 18,659 A-share holders and 10,519 B-share Total shareholders holders, as of December 31, 2008. Top ten shareholders Shareholding Shares with Shares due to Shareholder Shares at the Shareholder Name Percentage Trading mortgage or Type End of Year (%) Restriction frozen Jiangling Motor Holding State-owned 41.03 354,176,000 267,854,600 0 Co., Ltd. legal person Foreign legal Ford Motor Company 30 258,964,200 0 0 person Shanghai Automotive Co., State-owned 2.05 17,692,500 0 0 Ltd. Legal person Bosera Thematic Sector Domestic Equity Securities non-state-owned 1.88 16,254,404 0 0 Investment Fund legal person Dragon Billion China Foreign legal 1.19 10,235,176 0 0 Master Fund person Bosera Emerging Growth Domestic Securities Investment non-state-owned 1.05 9,045,151 0 0 Fund legal person Domestic Lion Wealth Increase non-state-owned 0.85 7,366,834 0 0 Stock Investment Fund legal person Everbright & Pramerica Domestic Quantification Investment non-state-owned 0.81 6,993,273 0 0 Fund legal person Domestic Everbright & Pramerica non-state-owned 0.78 6,701,323 0 0 Stock Investment Fund legal person China Merchant Pioneer Domestic Securities Investment non-state-owned 0.59 5,086,470 0 0 Fund legal person Top ten shareholders holding unlimited tradable shares Shareholder Name Shares without Trading Share Type Restriction Ford Motor Company 258,964,200 B share Jiangling Motor Holding Co., Ltd. 86,321,400 A share Shanghai Automotive Co., Ltd. 17,692,500 A share Bosera Thematic Sector Equity Securities 16,254,404 A share Investment Fund Dragon Billion China Master Fund 10,235,176 B share 9 Bosera Emerging Growth Securities 9,045,151 A share Investment Fund Lion Wealth Increase Stock Investment Fund 7,366,834 A share Everbright & Pramerica Quantification 6,993,273 A share Investment Fund Everbright & Pramerica Stock Investment 6,701,323 A share Fund China Merchant Pioneer Securities 5,086,470 A share Investment Fund Notes on association among above-mentioned Bosera Thematic Sector Equity Securities Investment Fund and shareholders Bosera Emerging Growth Securities Investment Fund are related funds; Everbright & Pramerica Quantification Investment Fund and Everbright & Pramerica Stock Investment Fund are related funds. 2. Controlling Shareholders The controlling shareholders of JMC are Jiangling Motor Holding Co., Ltd. (‘JMH’) and Ford Motor Company (‘Ford’). JMH was founded on November 1, 2004 and its registered capital is RMB 2 billion. Jiangling Motors Company (Group) (‘JMCG’) and Chongqing Changan Automobile Corporation Ltd. held 50% of total equity of JMH respectively. And its legal representative is Mr. Yin Jiaxu. Main scope of business: manufacturing of automobiles, engines, chassis, and automotive components and parts, sales of self-produced products, as well as related after-sales services; industrial investment; management & agent for merchandise and technology export & import; property management; sales of household articles, mechanical & electronic equipment, artistic handicrafts, agricultural by-products and steel; consulting business in enterprise management. Ford, founded in 1903, is a US-based listed company. Chairman: William Clay Ford, Jr. Main scope of business: design, manufacturing, assembly and sales of cars, trucks, parts and components, financing, leasing of vehicles and equipment, and insurance business. 3. Actual Controlling Parties The actual controlling party of JMH is China South Industries Group. China South Industries Group was founded on June 29, 1999 with its registered capital of RMB 12,645,210,000 and was subordinate to the State-owned Assets Supervision and Administration Committee of the State Council (‘SASAC’). Its legal representative is Mr. Xu Bin. Business scope and major products: investment and management of state-owned assets, manufacturing of armaments, engineering prospecting, designing, contracting, construction supervision, equipment installation, etc. 10 Ownership and control relations between the Company and the actual controlling parties is shown as follows: SASAC 100% China South Industries Group 100% China South Automobile Co., Ltd. Nanchang Municipal Government 45.55% 100% Chongqing Changan Automobile Co., Ltd. JMCG 50% 50% JMH Ford 41.03% 30% JMC III. Trading of JMC’s share 1. Jiangling A shares Total First Highest Price Closing Price Total Lowest Price of Volume Total Amount Year Transaction of the Year at the Year Transaction the Year (date) (million (RMB million) Price (RMB) (date) End (RMB) Days shares) 2006 5.13 12.87(12/28) 4.68(03/08) 12.40 218 844 6776 2007 12.52 26.20(09/20) 11.36(02/02) 20.93 239 1225 20021 2008 20.92 23.99(01/10) 6.50(10/30) 8.4 245 358 4879 2. Jiangling B shares First Highest Price Closing Price Total Total Volume Lowest Price of Total Amount Year Transaction of the Year at the Year Transaction (million the Year (date) (HK$ million) Price (HK$) (date) End (HK$) Days shares) 2006 3.33 9.30(12/28) 3.31(01/04) 9.02 239 243.96 1427 2007 9.05 13.20(05/15) 8.36(02/01) 10.90 239 225.05 2437 2008 10.90 11.45(01/14) 3.20(10/31) 4.02 245 67.30 470 11 Chapter IV Directors, Supervisors, Senior Management and Employees I. Directors, Supervisors and Senior Management 1. Basic Information Position Name Gender Age Term of Office Shares Shares Share Cause of as of as of Change in Share Dec. 31, Dec. 31, Year 2008 Change 2007 2008 Directors： Chairman Wang Xigao Male 59 2008.6～2011.6 0 0 0 Vice Chairman Mei Wei Cheng Male 59 2008.6～2011.6 0 0 0 Director Robert J. Graziano Male 49 2008.6～2011.6 0 0 0 Director Howard D. Welsh Male 51 2008.6～2011.6 0 0 0 Director Cui Yunjiang Male 46 2008.6～2011.6 0 0 0 Director & EVP Tu Hongfeng Male 61 2008.6～2011.6 0 0 0 Independent Director Zhang Zongyi Male 45 2008.6～2011.6 0 0 0 Independent Director Shi Jiansan Male 54 2008.6～2011.6 0 0 0 Vincent Pun-Fong 2008.6～2011.6 0 0 0 Independent Director Male 58 KWAN Supervisors： Chief supervisor Wu Yong Male 59 2008.6～2011.6 4,860 4,860 0 Supervisor Alvin Qing Liu Male 52 2008.6～2011.6 0 0 0 Supervisor Zhu Yi Male 39 2008.6～2011.6 0 0 0 Supervisor Jin Wenhui Male 42 2008.6～2011.6 0 0 0 Supervisor Xu Lanfeng Female 40 2008.6～2011.6 0 0 0 Senior Management: President Yuan-Ching Chen Male 57 2008.6～2011.6 0 0 0 EVP Xiong Chunying Female 45 2008.6～2011.6 1,200 1,200 0 EVP Liu Nianfeng Female 48 2008.6～2011.6 0 0 0 CFO Joseph Verga Male 49 2008.6～2011.6 0 0 0 VP & Board Secretary Wan Hong Male 48 2008.6～2011.6 0 0 0 VP Zhong Wanli Male 46 2008.6～2011.6 0 0 0 VP Zhou Yazhuo Male 46 2008.6～2011.6 0 0 0 VP Mustafa Menkü Male 39 2008.6～2011.6 0 0 0 VP Li Qing Male 44 2008.6～2011.6 0 0 0 2. Positions at the shareholder entities held by the JMC directors and the supervisors: Name Shareholder Title Term of Compensation Paid Entity Office by Shareholder Entity (Y/N) Wang Xigao JMH Vice Chairman 2004.11— N Mei Wei Cheng Ford Group Vice President 2008.4— Y 12 Robert. J. Graziano Ford Vice President 2006.9－ N Cui Yunjiang JMH Director 2004.11— N Wu Yong JMH Chief supervisor 2004.11— N Zhu Yi JMH Board member 2004.11— N 3. Particulars about working experience of directors, supervisors and senior management in the past five years Directors: Mr. Wang Xigao, born in 1950, is a senior engineer equivalent to professor, and holds a Bachelor’s Degree in Thermodynamics from Tsinghua University and a Bachelor’s Degree in Economic Management from Fudan University. In the past five years, Mr. Wang Xigao held various positions including Vice-Chairman, Chairman of JMCG, Chairman of Jiangling-Isuzu Motors Company Limited, and Vice-Chairman of JMH. Since March 2004, Mr. Wang Xigao assumed the post of the chairman of JMC. Mr. Mei Wei Cheng, born in 1950, holds a Bachelor’s Degree in industrial engineering/operations research from Cornell University. He has a MBA Degree from Rutgers University and is a graduate of Dartmouth’s Amos Tuck Executive Program and MIT’s Program for Senior Executives. In the past five years, Mr. Mei Wei Cheng held various positions including Vice President, Group Vice President of Ford, CEO, Chairman, and Executive Chairman of Ford Motor (China) Ltd., and Vice Chairman of Changan Ford Mazda Automobile Corporation Limited. Since June 1999, Mr. Mei Wei Cheng assumed the post of Vice Chairman of JMC. Mr. Robert. J. Graziano, born in 1959, holds a Bachelor’s Degree in Business-Marketing from Drake University, U.S.A. In the past five years, Mr. Graziano held various positions including product strategy and planning director of Ford North America, President and CEO of Ford Southern Africa, Executive Vice President and Representative Director of Mazda Motor Corporation, Vice President of Ford and President and CEO of Ford Motor (China) Ltd. Mr. Robert. J. Graziano was appointed as Director of JMC in June 2008. Mr. Howard D. Welsh, born in 1957, holds a Bachelor’s Degree in Engineering from Pennsylvania State University and a MBA from University of Pittsburgh. In the past five years, Mr. Howard Welsh held various positions including North America Business Strategy Manager of Ford, and Vice President and CFO of Ford Motor (China) Ltd. Since December 2004, Mr. Howard Welsh assumed the post of Director of JMC. Mr. Cui Yunjiang, born in 1963, senior accountant, holds a Master Degree. In the past five years, Mr. Cui Yunjiang held various positions including Director, Senior Deputy General Manager, Board Secretary and Controller of Finance Department of Chongqing Changan Automobile Company Limited. Mr. Cui Yunjiang was appointed as Director of JMC in June 2008. 13 Mr. Tu Hongfeng, born in 1948, senior engineer, holds a College Degree. In the past five years, Mr. Tu Hongfeng held various positions including Director of JMCG, Director, EVP of JMC, and Director, General Manager of Jiangling-Isuzu Motors Company Limited. Since June 2005, Mr. Tu Hongfeng assumed the post of Director of JMC. Mr. Zhang Zongyi, born in 1964, is a professor, professor of doctorate program and holds a Doctor Degree in Engineering from Chongqing University as well as a Doctor Degree in Economics from University of Portsmouth, U.K. In the past five years, Mr. Zhang Zongyi held various positions including Dean of the Economic and Business Administration School of Chongqing University, Vice President of Chongqing University and Dean of the Graduate School of Chongqing University, and an Independent Director of Southwest Securities Co., Ltd. Mr. Zhang Zongyi has been an Independent Director of JMC since June 2005. Mr. Shi Jiansan, born in 1955, lawyer, holds a Jurisprudence Master Degree from East China University of Political Science and Law, and a Ph.D in Economics from Shanghai Academy of Social Sciences. In the past five years, Mr. Shi Jiansan held various positions including a partner of All Bright Law Office, an Independent Director of Sino-chem International Co., Ltd., a research fellow of Shanghai Academy of Social Sciences, a law advisor of Standing Committee of Shanghai Municipal People Congress, arbitrator of China International Economic and Trade Arbitration Commission and Shanghai Arbitration Commission. Mr. Shi Jiansan was appointed as Independent Director of JMC in June 2008. Mr. Vincent Pun-Fong KWAN, born in 1951, professor, holds a Bachelor’s Degree in Social Sciences from Hong Kong University, a Master Degree in Commerce from Hitotsubashi University, and a Doctor Degree in Business Administration from University of Western Sydney and is a certified Practicing Account (Australia). In the past five years, Mr. Vincent Pun-Fong KWAN held various positions including Chief Financial Officer of Yew Chung Education Foundation Limited and Director of Finet Holdings Limited. Mr. Vincent Pun-Fong KWAN was appointed as Independent Director of JMC in June 2008. Supervisors: Mr. Wu Yong, born in 1951, is a senior counselor for political work, and holds a Bachelor’s Degree in Business Management. In the past five years, Mr. Wu Yong held various positions including Director, Vice Secretary of the Party Committee, Secretary of Discipline Inspection Committee of the Communist Party, Chairman of the Labor Union of JMCG, and Chairman of the Supervisory Committee of JMH. Mr. Wu Yong has been the Chief Supervisor of JMC since 1993. Mr. Alvin Qing Liu, born in 1957, has a Jurisprudence Doctor Degree and a Master Degree in International Economics from Marquette University, U.S.A. and is a member of American Bar Association and was admitted to practice in the U.S. Federal Court for the Eastern District of Wisconsin. In the past five years, Mr. Alvin Qing Liu held positions including Vice President, General Counsel of Ford Motor (China) Ltd. Mr. Alvin Qing Liu 14 has been a Supervisor of JMC since June 2002. Mr. Zhu Yi, born in 1970, is an accountant, and holds a Bachelor’s Degree in Business Management and a MBA from Jiangxi University of Finance & Economics. In the past five years, Mr. Zhu Yi used to be the Chief of JMCG Asset & Finance Department, Assistant to General Manager, Vice General Manager of JMCG, and Director of JMH. Mr. Zhu Yi has been a Supervisor of JMC since June 2002. Mr. Jin Wenhui, born in 1967, is a senior engineer, and holds a Bachelor’s Degree in Mechanical Manufacturing from Huazhong University of Science and Technology. In the past five years, he has held the positions of Chief of Manufacturing Department and Assistant to the President for JMC. Mr. Jin Wenhui has been a Supervisor of JMC since June 2002. Ms. Xu Lanfeng, born in 1969, senior engineer, holds a Bachelor’s Degree in Forging Technology and Equipment from Nanchang University and a MBA from University of International Business and Economics. In the past five years, Ms. Xu Lanfeng held various positions including Deputy Plant Manager of JMC Framing Plant, Deputy Chief of Manufacturing Department. Ms. Xu Lanfeng held the post of Supervisor of JMC in June 2008. Senior management: Mr. Yuan-Ching Chen, born in 1952, holds mechanical engineering Degree from National Cheng Kung University of China Taiwan. In the past five years, Mr. Yuan-Ching Chen held various positions including Chief Marketing & Sales Officer of Ford Lio Ho Motor Company, Vice President of Ford (China) in charge of business operating & planning, and the President of JMC. Ms. Xiong Chunying, born in 1964, a senior engineer, graduated from Jiangsu Engineering College, and holds a Bachelor’s Degree in Automotive Engineering. In the past five years, Mrs. Xiong has held the position of Executive Vice President of JMC. Ms. Liu Nianfeng, born in 1961, holds a Bachelor of Science Degree in Engineering from ZheJiang University and a MBA from the University of Texas at Arlington. In the past five years, Ms. Liu has held the position of Executive Vice President of JMC. Mr. Joseph Verga, born in 1960, holds a Master’s Degree in Engineering from the University of the Witwatersrand, South Africa and a MBA from the University of Michigan, U.S.A. In the past five years, Mr. Joseph Verga held various positions including China Product Develop Controller for Changan Ford Mazda Automobile Corporation Limited, and Chief Financial Officer of JMC. Mr. Wan Hong, born in 1961, is an engineer, and holds a College Degree in Management Engineering. In the past five years, Mr. Wan Hong has held the positions of Vice President and Board Secretary of JMC. 15 Mr. Zhong Wanli, born in 1963, holds a Bachelor’s Degree from Nanchang Aeronautical Institute and a Master’s Degree from Jiangxi University of Finance & Economics. In the past five years, Mr. Zhong Wanli has held the positions of President of Zhongtian Hi-tech Special Vehicle Co., Ltd., Deputy Director of China Sourcing Office for Ford (China), and Vice President of JMC. Mr. Zhou Yazhuo, born in 1963, is a senior engineer, and holds a Bachelor’s Degree in Forging from the Central China Engineering College. In the past five years, Mr. Zhou Yazhuo has held the position of Vice President of JMC. Mr. Mustafa Menkü, born in 1970, holds a Bachelor’s Degree in Mechanical Engineering from Middle East Technical University and a MBA from Koc University in Turkey. In the past five years, Mr. Mustafa Menkü has held the positions of Manager of Truck Area of the Inonu Plant for Ford Otosan, and Vice President of JMC. Mr. Li Qing, born in 1965, holds a Bachelor’s Degree in Marketing from Wuhan University of Technology and a MBA from University of South Australia and Jiangxi University of Finance & Economics. In the past five years, Mr. Li Qing has held the positions of Vice General Manager and General Manager of the former Jiangling Motors Sales General Company, General Manager of JMC Sales & Services Branch, and Vice President of JMC. 4. Particulars about positions and concurrent positions in other entities other than shareholder entities: Relationship with the Name/Title in the Company Entity Title Company The Chairman of JMCG JMCG also takes the post of the Chairman Wang Xigao/Chairman Company’s Chairman Jiangling-Isuzu Motors Shareholding Subsidiary Chairman Company Limited Ford wholly-owned Ford Motor (China) Ltd. Executive Chairman subsidiary Subsidiary jointly Mei Wei Cheng/ invested by Chongqing Changan Ford Mazda Vice Chairman Changan Automobile Automobile Corporation Vice Chairman Corporation Ltd., Ford Limited and Mazda Motor Corporation Ford wholly-owned Ford Motor (China) Ltd. President & CEO Robert. J. subsidiary Graziano/Director Mazda Motor Ford subsidiary Director Corporation Ford wholly-owned Howard D. Welsh/Director Ford Motor (China) Ltd. Vice President & CFO subsidiary 16 Director, Senior Deputy General Chongqing Changan See the figure in Manager, Board Cui Yunjiang /Director Automobile Co., Ltd. Chapter III Secretary and Controller of Finance Department Vice President of Chongqing University Chongqing University No relationship Zhang Zongyi/ and Dean of the Independent director Graduate School Southwest Securities No relationship Independent Director Co., Ltd. Sino-chem International No relationship Independent Director Shi Jiansan/ Co., Ltd. Independent director Shanghai Academy of No relationship Research Fellow Social Sciences Yew Chung Education Vincent Pun-Fong KWAN / CFO Foundation Limited and No relationship Independent Director Finet Holdings Limited Director The Chairman of JMCG Wu Yong/Chief Supervisor JMCG also takes the post of the Director Company’s Chairman Ford wholly-owned Alvin Qing Liu/Supervisor Ford Motor (China) Ltd. General Counsel subsidiary The Chairman of JMCG Zhu Yi/Supervisor JMCG also takes the post of the Vice General Manager Company’s Chairman Yuan-Ching Chen/ Jiangling-Isuzu Motors Shareholding Subsidiary Director President Company Limited The Chairman of JMCG JMCG also takes the post of the Director Tu Hongfeng/EVP Company’s Chairman Jiangling-Isuzu Motors Director & Shareholding Subsidiary Company Limited General Manager The Chairman of JMCG JMCG also takes the post of the Director Xiong Chunying/EVP Company’s Chairman Jiangling-Isuzu Motors Shareholding Subsidiary Director Company Limited The Chairman of JMCG Liu Nianfeng/EVP JMCG also takes the post of the Director Company’s Chairman Jiangling-Isuzu Motors Joseph Verga/CFO Shareholding Subsidiary Director Company Limited 5. Annual Compensation Directors and supervisors who did not concurrently hold other management positions in JMC were not paid by JMC. Director Wang Xigao, Supervisors Wu Yong and Zhu Yi were paid by JMCG. Directors Mei Wei Cheng, Robert J. Graziano, Howard D. Welsh and 17 Supervisor Alvin Qing Liu were paid by Ford. Director Cui Yunjiang was paid by Chongqing Changan Automobile Co., Ltd. (1) In accordance with the Senior Executive Compensation & Incentive Plan of JMC approved by the Board of Directors and the Senior Executive Base Salary Plan of JMC agreed by the Compensation Committee, the compensation for the Chinese-side senior management consists of base salary, short-term incentive and long-term incentive, and the long-term incentive would be paid equally in a deferred period of three yeas. In 2008, the Company paid annual compensation before tax of approximately RMB 1290 thousand to Mr. Tu Hongfeng, Director & EVP of JMC, paid Ms. Xiong Chunying and Ms. Liu Nianfeng, EVPs of JMC, approximately RMB 930 thousand per person, paid VP & Board Secretary Wan Hong and VP Zhou Yazhuo approximately RMB 730 thousand per person, paid VP Li Qing approximately RMB 560 thousand. Two employee-representative supervisors, Mr. Jin Wenhui and Ms Xu Lanfeng, were paid about RMB 270 thousand and RMB 180 thousand respectively. The total compensation before tax paid by JMC for the aforesaid persons was about RMB 5.62 million in the reporting period, including the long-term incentive of RMB 940 thousand deferred from the previous years. (2) JMC pays annual compensation for Ford-seconded senior management personnel to Ford and Ford Otosan respectively in accordance with the revised Personnel Secondment Agreement signed between JMC and Ford and Ford Affiliates. In 2008, JMC should pay US$ 320 thousand to Ford for President Yuan-Ching Chen, US$ 320 thousand for CFO Joseph Verga, and RMB 750 thousand for VP Zhong Wanli. In 2008, JMC should pay US$ 320 thousand to Ford Otosan for VP Mustafa Menkü. These payments made by JMC to Ford or Ford Otosan do not reflect the actual salaries earned by Ford-seconded senior management. (Ford Otosan is a subsidiary of Ford.) (3) Pursuant to the resolutions of JMC 2003 Annual Shareholder’s Meeting, the annual compensation for the JMC independent directors is RMB 80 thousand per person, and JMC bears their travel-related expenses associated with JMC’s business. 6. Changes of Directors, Supervisors and Senior Management Directors Changes: Given the three-year term for the fifth Board expired, the Board was re-elected pursuant to the provisions of the Articles of Association of JMC. Upon the approval of JMC 2007 Annual Shareholders’ Meeting, Mr. Wang Xigao, Mr. Mei Wei Cheng, Mr. Robert J. Graziano, Mr. Howard D. Welsh, Mr. Cui Yunjiang and Mr. Tu Hongfeng were elected as directors of JMC, and Mr. Zhang Zongyi, Mr. Shi Jiansan and Mr. Vincent Pun Fong KWAN were appointed as independent directors. Mr. Yin Jiaxu and Mr. Philip Spender did not hold the post of directors of JMC, and Mr. Pan Yuexin and Mr. Lok Kim Chai did not hold the post of independent directors of JMC. Supervisors Changes: 18 Given the three-year term for the fifth Supervisory Board expired, the Supervisory Board was re-elected pursuant to the provisions of the Articles of Association of JMC. Upon the approval of JMC 2007 Annual Shareholders’ Meeting, Mr. Wu Yong, Mr. Alvin Qing Liu and Mr. Zhu Yi were elected as supervisors of JMC. Mr. Jin Wenhui and Ms. Xu Lanfeng were elected in the meeting of employee representatives as members of the new Supervisory Board of JMC. Senior Management changes: Due to re-election of the Board of Directors, the first session of the new Board held on June 23, 2008 approved the following resolutions: appointed Mr. Yuan-Ching Chen as the President of the Company; based on the Chairman’s nomination, appointed Mr. Wan Hong as the Board Secretary; based on the President’s nomination, appointed Mr. Tu Hongfeng, Ms. Xiong Chunying and Ms. Liu Nianfeng as EVPs, Mr. Joseph Verga as CFO, Mr. Wan Hong, Mr. Zhong Wanli, Mr. Zhou Yazhuo, Mr. Mustafa Menkü and Mr. Li Qing as VPs. 7. Particulars about the directors’ attendance to the Board meeting The Board held 10 meetings during the reporting period, four in form of on-the-spot meeting and six in form of paper meeting.. Not to present in Presence Required Presence person in in Form Presence Name Position Board in Absence two of Paper by Proxy Attendance Person consecutive Meeting meetings (Y/N) Wang Xigao Chairman 10 10 6 0 0 N Vice 10 8 6 2 0 Y Mei Wei Cheng Chairman Robert J. Graziano Director 6 5 3 1 0 N Howard D. Welsh Director 10 10 6 0 0 N Cui Yunjiang Director 6 5 3 0 1 N Tu Hongfeng Director 10 10 6 0 0 N Independent 10 9 6 1 0 N Zhang Zongyi Director Independent 6 5 3 1 0 N Shi Jiansan Director Vincent Pun-Fong Independent 6 6 3 0 0 N KWAN Director Explanation on Director not to present in person in two consecutive meetings: Vice Chairman Mei Wei Cheng did not attend the Board meetings in person due to his overseas business trips. He authorized another Director to exercise his voting power. II. Employees 19 At the end of 2008, JMC had a total of 8,346 employees, of which 5,712 were production workers, 335 sales personnel, 1,398 technical personnel, 111 finance personnel, 790 administrative staff. The employees with polytechnic school degrees or above accounted for 36% of the total. There were 947 persons with junior technical titles, 699 with intermediate technical titles and 129 with senior technical titles, altogether accounting for 21% of the total. There were 735 early-retired employees and 38 on sick leave. JMC had a total of 1,053 retired employees with Company funded retirement benefits. Chapter V Corporate Governance Structure 1. Status of the Corporate Governance in JMC During the reporting period, the Company continued to improve its corporate governance in compliance with the Company law, the Code of Corporate Governance for Listed Companies in China, the Rules Governing Listing of Stock on Shenzhen Stock Exchange, the Guidance for the Articles of Association of Listed Companies, the Notice on Further Developing Jiangxi Listed Company’s Corporate Governance Review Special Program, as well as relevant laws and regulations. The measures included the following items: (1) amended the Articles of Association, Working Rules for JMC Audit Committee and the Meeting Rules of Strategy Committee of JMC; (2) developed a corporate governance review special program positively, intensified the implementation subject to the Rules Concerning Administration of Information Disclosure of JMC and completed the improvement of the related items. 2. Independent Directors’ Performance of Duty JMC has appointed three independent directors so far. The independent directors exercised their fiduciary duties regarding routine work and major decision-making of the Board of Directors. They studied every proposal reviewed by the Board of Directors thoroughly and raised their opinions, inquired about major events which required opinions from the independent directors and issued their written opinions, and actively engaged in the affairs of Compensation Committee and Audit Committee in the reporting period, to protect the interests of the Company and all shareholders. The independent directors of the Company did not object to any proposal and issue of the Company reviewed at Board meetings in the reporting period. 3. Separation between JMC and the Controlling Shareholders in respect of Personnel, Assets and Finance, and Independence concerning Organization and Business: (1) With respect to personnel matters, the positions of chairman and president are held by different individuals; JMC’s senior management do not hold positions other than director positions with its controlling shareholders; JMC senior management personnel are paid by JMC; labor, personnel matters and compensation management of JMC are completely independent. (2) With respect to assets, JMC assets are complete. The assets utilized by JMC, including production system, supporting production system and peripheral facilities, and non-patent 20 technology, are owned and/or controlled by JMC. (3) With respect to finance, JMC has an independent finance department and independent accounting system, and has a uniform and independent accounting system and financial control system for its branches and subsidiaries. JMC has its own bank accounts, and there are no bank accounts jointly owned by JMC and its controlling shareholders. JMC pays taxes independently in accordance with relevant laws. (4) With respect to organization, JMC’s organization is independent, complete and scientifically established with a sound and efficient operating mechanism. The establishment and the operation of JMC’s corporate governance are strictly carried out per the Articles of Association of JMC. Production and administrative management are independent from the controlling shareholders. JMC has established an organization structure that meets the need for ongoing development. (5) With respect to business, JMC has independent purchasing, production and sales systems. The purchasing, production and sales of main materials and products are carried out through its own purchasing, production & sales functions. JMC is independent from the controlling shareholders in respect to its business, and has independent and complete business and self-sufficient operating capability. In principle, controlling shareholders did not engage in production or sales of similar products in competition with JMC. 4. Internal Control Self-assessment Report of JMC (1) Briefing JMC attaches great importance to internal control management and the establishment of internal control policies. Per the request of Internal Control Guidance for Listed Companies published by Shenzhen Stock Exchange, JMC’s internal control policies have been established and optimized. Additionally, per the request of Listed Company Governance Review Special Program, improvements and associated implementation and effect on internal control policies have been reviewed. 21 i. Internal Control Organizational Framework Shareholders’ Meeting Supervisory Board Board of Directors Strategy Committee Compensation Committee Audit Committee President Internal Audit Office All Functional Department All Plants ii. Internal Audit JMC established an Internal Audit Office in 2001, which is staffed with 9 people. As defined in the Internal Audit Work Manual, the Internal Audit Office is responsible for supervising and reviewing the implementation of the internal control policies, for assessing the effectiveness of the internal control, for forecasting and identifying risk the company may or will encounter, for providing recommendations on corrective actions for issues identified by internal and external auditors, and for tracking the corrective actions. The Internal Audit Office reports to the Audit Committee regarding the annual Internal Control Work Plan, audit findings, and corrective actions at least twice each year. iii. 2008 JMC internal Control Status 1) Some areas for improvement which had been identified by a Jiangxi Security Supervision Branch of China Security Supervision Committee on-site review have been addressed (see details in the notice published in China Securities, Securities Times, Hong Kong Commercial Daily and www.cninfo.com.cn on July 10, 2008). 2) Internal Audit Office conducted a sample review of the implementation of Internal Control Policies. The results indicate that the company management procedures have been executed strictly and there is no major management vulnerability or fraudulent behavior. 22 (2) Key Internal Control Activities i. Internal Control Status of Subsidiary Joint Venture Company JMC at present owns a subsidiary joint venture company (Jiangling-Isuzu Motors Company Limited) holding 75% equity interest. The Subsidiary Joint Venture Company has established and optimized its internal control policies. JMC performs an effective management and control on the subsidiary by assigning board directors, management personnel and an external auditor to review these appropriate controls, and this has been proved to be effective. ii. Internal Control Status over Related Party Transaction JMC complies with the Related Party Transaction Procedure for related party transaction approval and transaction disclosure. iii. Internal Control Status of External Guarantee With the exception of a Board approved guarantee to Ford Automotive Finance (China) Ltd. to cover a vehicle pledge for the dealers in 2007, the Company has no other outside guarantee this year. iv. Internal Control Status of External Equity Capital Fund Usage There is no funding plan involving external equity this year. v. Internal Control Status of Company Major Investment The approval of major company investment is conservative and adheres to the requirements of the Company Charter and Authorization Delegation. There are no unusual events. vi. Internal Control Status of Company Information Disclosure The Information Disclosure Management Policy has been established and improved, to define the scope, contents and responsibilities associated with major information disclosure. JMC is adhering to this policy for disclosure of information on a timely basis. (3) The Issues in Key Internal Control Activities and Action Plan JMC is developing steadily and its management governance is improving. Per the requests of regulation and Internal Control Guidance, the internal control policies are established and optimized continuously. No issues associated with key internal control activities were found in the report period. (4) General Assessment of the Internal Control Status Internal Audit Office conducted reviews on the implementation of company internal control policies and the conclusions are as follows: 1) The company internal control policies are complete and effective; 2) The company operates according to its policies; 3) For minor issues identified, the operating departments implement corrective actions according to the plan. (5) Supervisory Board’s Opinions on Company Internal Control Self-assessment Report of 23 JMC Per the request of Internal Control Guidance for Listed Companies published by Shenzhen Stock Exchange as well as other related regulations, the Supervisory Board expressed its opinions on the Internal Control Self-assessment Report as follows: i. The Company has established an integrated and complete internal control system in accordance with relevant requirements of Shenzhen Stock Exchange and considering the Company’s actual situation. The control of operation is effective. ii. Internal control organization of the Company is complete. An internal audit department has been set up and is sufficiently provided with professional staffs. It ensures the effective implementation of internal control policies and internal control supervision. iii. The issues in internal control are addressed objectively and accurately, and corrective action plans are made appropriately. (6) Independent Directors' Opinions on Company Internal Control Self-assessment of JMC The independent directors reviewed the Company’s Internal Control Self-assessment Report and its related material. The following opinions are expressed: 1) The company’s internal control policies are comprehensive and conform with the requirements of government laws, regulations and supervisory agencies. 2) The key internal control initiatives follow the requirements of the company’s internal control policies. The internal control is considered strict, sufficient and effective, thereby ensuring appropriate conduction of business operation by management. 3) Appropriate corrective action plans have been established to address issues in internal control and the internal control system is being improved continuously. We believe that the company’s internal control policies are integral and complete. The Internal Control Self-assessment Report generally reflects the company’s reality and actual circumstances. 5. Compensation & Incentive Mechanism for Senior Management in the Reporting Period In accordance with the Senior Executive Compensation & Incentive Plan of JMC approved by the Board of Directors on December 18, 2006 and the Senior Executive Base Salary Plan of JMC agreed by the Compensation Committee on March 2007, the compensation for senior management consists of base salary, short-term incentive and long-term incentive. The base salary grade of senior management is in line with his/her position, and the funding of the short-term incentives and long-term incentives are all derived from an incentive fund based on the pre-tax profit. The short-term incentives will be paid in that year, and the long-term incentives will be paid equally in a deferred period of three years. These plans are applicable only to the Chinese-side senior management. Chapter VI Introduction to Shareholders’ Meetings The 2007 annual shareholders’ meeting of JMC was held in the conference room on the fourth floor of the Administration Building of JMC on June 26, 2008. Resolutions passed at the 2007 annual shareholders’ meeting are as follows: 1. approved the 2007 Work Report of Board of Directors; 2. approved the 2007 Work Report of the Supervisory Board; 24 3. approved the 2007 Financial Report; 4. approved the Proposal on the Profit Distribution for Year 2007; 5. approved the Related Party Transaction with Nanchang Bao-jiang Steel Processing Distribution Co., Ltd.; 6. approved the Proposal on Continuing to appoint PricewaterhouseCoopers Zhong Tian CPAs Limited Company as JMC’s A & B Share Auditor for Year 2008; 7. approved the Amendment to the Articles of Association of JMC; 8. approved the Proposal on electing Mr. Wang Xigao as a director of the sixth Board of Directors; 9. approved the Proposal on electing Mr. Mei Wei Cheng as a director of the sixth Board of Directors; 10. approved the Proposal on electing Mr. Robert J. Graziano as a director of the sixth Board of Directors; 11. approved the Proposal on electing Mr. Howard D. Welsh as a director of the sixth Board of Directors; 12. approved the Proposal on electing Mr. Cui Yunjiang as a director of the sixth Board of Directors; 13. approved the Proposal on electing Mr. Tu Hongfeng as a director of the sixth Board of Directors; 14. approved the Proposal on electing Mr. Zhang Zongyi as an independent director of the sixth Board of Directors; 15. approved the Proposal on electing Mr. Shi Jiansan as an independent director of the sixth Board of Directors; 16. approved the Proposal on electing Mr. Vincent Pun-Fong KWAN as an independent director of the sixth Board of Directors; 17. approved the Proposal on electing Mr. Wu Yong as a supervisor of the sixth Supervisory Board; 18. approved the Proposal on electing Mr. Alvin Qing Liu as a supervisor of the sixth Supervisory Board, and 19. approved the Proposal on electing Mr. Zhu Yi as a supervisor of the sixth Supervisory Board. Public announcement on the resolutions of the annual shareholders’ meeting was published in China Securities, Securities Times and Hong Kong Commercial Daily on June 27, 2008. Chapter VII Report of the Board of Directors I. Management Discussion and Analysis 1. Operating Results JMC’s core business is production and sales of light vehicles and related components. Its major products include JMC series light truck and pickup, and Transit series commercial bus. The Company also produces engine, casting and other components. Despite the severe impact of the global financial crisis on sales volume in the Fourth Quarter 2008, JMC achieved record annual sales volume of 95,171 units in 2008 compared with 95,059 units in 2007, including 38,290 light trucks, 571 Yunba microbuses, 26,073 25 pickups, 2,765 Baowei SUV and 27,472 Ford Transit commercial vehicles. Total sales volume was up 0.1% from a year ago. Total production volume was 94,340 units, including 37,736 light trucks, 603 Yunba microbuses, 26,379 pickups, 2,621 Baowei SUV, and 27,001 Transits. The Company’s sales volume change is explained primarily by industry change and new model introduction. Compared with 2007, Transit sales volume increased 3%, Pickup sales volume increased 9%, Yunba sales volume decreased 38%, Baowei sales volume decreased 43%, and Light Truck sales volume decreased 1%. In 2008, the Company achieved a share of about 1.0% of China’s automotive market, decreasing by 0.1 percentage point from last year’s level. (In 2008, the Company achieved a share of about 2.6% of the Chinese commercial automotive market, decreasing by 0.1 percentage points from last year’s level.) JMC light trucks (including pickup) accounted for 5.5% of the light truck market, decreasing by about 0.2 percentage points from last year's level. Transit, along with the JMC brand Yunba microbus, achieved about 12.9% of the light bus market, about 1.0 percentage points higher than last year. (Data source for above analysis: China Association of Automobile Manufacturers and the Company sales records) The table summarizes Revenue & Cost of Goods Sold from Core Business. Unit: RMB’000 Y-O-Y Y-O-Y gross Y-O-Y Cost in core Gross Change in margin Product Turnover turnover business Margin costs of core change change (%) business (%) (points) I. Vehicle 7,756,617 6,005,974 22.6% 4.5 8.6 -2.9 II. Components 628,471 491,438 21.8% -12.0 -10.6 -1.2 Total 8,385,088 6,497,412 22.5% 3 6.9 -2.8 Including: Related party 797,029 652,466 18.1% -14.6 -13.7 -0.9 transaction Details pertaining to core business classified according to region: Unit: RMB’000 Region Turnover Y-O-Y turnover change (%) North-east China 421,525 9.4 North China 1,015,965 17.3 East China 4,204,415 -3.7 26 South China 1,207,655 -6.3 Central China 607,696 30.9 North-west China 349,875 22.9 South-west China 577,957 19.3 2. Operating Results of Subsidiaries Name of Business Main Products Registered Assets Turnover Operating Net Profit Subsidiaries Capital (RMB’000) (RMB’000) Profit (RMB’000) (RMB’000) Jiangling-Isuzu N series Light Manufacturing $ 30 million 1,095,841 4,517,330 57,411 49,637 Motors Truck, T series Company, Ltd. Pickup, Microbus, SUV 3. Main Suppliers and Customers The total value of purchases from the top 5 suppliers was RMB 1,254 million, accounting for 20% of JMC’s total annual buy. The total sales value to the top 5 customers was RMB 1,644 million, accounting for 20% of JMC’s total turnover. 4. Operational Challenges and Resolutions The company faced serious challenges generated from the external factors in 2008. The company’s operation was negatively affectedly by the severe snow disaster in first quarter of 2008, the Wen Chuan Earthquake in May and global financial crisis in the second half of 2008. Apart from ongoing competitive challenges, the company's supply chain exerted intensifying component cost pressures driven by raw material and energy cost increases. The Company continued to experience market share pressure from lower priced competitors in all of its segments. In response, the Company introduced new models including 2008 Kairui, 2008 Kaiyun, 2008 Shunda, a wide-body series of Kairui in the Second Quarter, and a 2008 new style Pickup in the Fourth Quarter. Additionally, we lowered prices for Transit short wheelbase Logistic Models in the First Quarter and for the 2007 model Euro II Pickup in the Fourth Quarter. The Company also accelerated launch of Transit brand-specific stores to provide sales focus and enhance our customer purchase experience. The global financial crisis affected the company negatively and impacted our Market, Dealer System and our Supply Chain. Decreased demand for China Commercial Vehicles in the fourth quarter of 2008 resulted in excess dealer inventory and a short supply of dealer funds, which in turn reduced the company's vehicle orders and hence created difficulties with production scheduling and plant operating systems. A new income tax regulation was implemented in January, 2008. Enterprises, like JMC, which are presently subject to a favorable tax policy, are required to transition to a higher 27 income tax rate over the next five years. Management effectively adjusted the Company’s operating tactics to minimize the profit impact of the 2008 external factors. Actions included rapid response to changing market conditions by coordinating all operation functions to reduce operating cost and rationalize production and inventory. The company remains focused on (1) ensuring steady cash flow, (2) defending market share and accelerating sales promotion to support both present and new products, (3) fully leveraging the latest developments associated with reduced cost of global primary commodity prices to reduce component prices, (4) balancing management of controllable expenses, including operating, capacity-related, and new product development-related spending, while ensuring that the company’s long term development remains consistent with company objectives, (5) leveraging the government market stimulus plan, and (6) strengthening corporate governance and application of appropriate risk assessment and control mechanisms. The company anticipates continued market pressures including competitive pricing reduction, new vehicle entries in selected market segments, government policy revision and more stringent regulatory requirements. The company continues to leverage previously established processes and work groups to reduce existing production cost and eliminate operating waste throughout the enterprise. Additionally, we are providing emphasized focus on maximizing part sourcing localization and cost reduction for the new products we are introducing in 2009. The Company's management remains focused on (1) leveraging existing product platforms to generate new revenue streams, (2) introducing new products, and 3) expanding production capacity as appropriate and consistent with changing market forecasts. The Company continues to execute several approved major projects with the support of our technology partners. These programs include the N900 project (the next generation truck product which is developed independently), the N350 project (the next generation pickup and SUV vehicle product which is developed independently), the N800 project (the next generation truck product which is developed independently), the A4 Press Line and the JX4D24 engine manufacturing project which support our vehicles with locally produced sheet metal stampings and engines to meet future regulatory requirements. These actions will introduce competitive and profitable products into the light commercial vehicle market as soon as possible and effectively upgrade manufacturing capability. Furthermore, the company is continuing efforts to ensure sustainable growth, including studying project opportunities for adding incremental products and expanding export and OEM sales. 5. Investment in the reporting period (1) In 2008, JMC did not raise equity funding, nor did it use equity funding raised in previous years. (2) Self funded major projects: 28 Total Investment Investment Investment To Be Project Name Committed Planned Job#1 Date Approval Committed (RMB Mils) (RMB Mils) (RMB Mils) V348 909 855 - Completed in 2008 N800 725 29 696 Second Half, 2012 N350 598 242 356 Second Half, 2010 A4 Press Line 384 24 360 Second Half, 2009 JX4D24 Engine 350 313 37 Second Half, 2009 JX4D24 Engine Phase II 315 - 315 First Half, 2011 N900 250 158 42 Second Half, 2009 C3 Press Line 64 42 - Completed in 2008 Frame Press Line 53 42 11 First Half, 2009 V348 Petrol Euro IV 35.3 32 - Completed in 2008 Engine Vehicle storage and 35 2.4 32.6 Second Half, 2009 delivery facility Phase I JX4D24 Engine for 30 11 19 Second Half, 2009 N350 V348 Heavy Duty Euro 22 18 4 First Half, 2009 IV High Speed Milling 11.7 0.7 11 First Half, 2010 Machine 4-Poster Road Testing 11 7 - Completed in 2008 Machine JX4D30 Long Lead 11 - 11 Second Half, 2009 Funding PDM Program 10.5 4.1 6.4 Second Half, 2010 Transit Petrol Euro IV 8 6 - Completed in 2008 Total 3,822.5 1,766.2 1,921.0 The spending will be funded from cash reserves. 6. Product Development As a result of intensified efforts to develop and implement new vehicle programs, product development efforts are focused on responding to market needs as well as regulatory compliance. The new V348 Transit development was executed by utilizing the latest engineering tools (CAE analysis, Mathematical Modeling), integrated with modern quality methods (including supplier selection, part durability and quality testing), and proprietary manufacturing processes, to deliver a new benchmark for Light Bus quality and 29 functionally. Powertrain performance, emissions compliance, ride and handling, safety, and the overall driver and passenger environment have been improved substantially to deliver a commercial vehicle that drives like car. Similarly, the N900, N350 and N800 programs will reflect market driven improvements including increased payloads, new styling, improved powertrains, while continuing to deliver the premium standards expected by our customers. The JX4D24 project will expand company engine manufacturing capacity and capability by machining major PUMA engine components in-house and delivering an engine that can achieve future emissions regulations. 7. Financial Results Revenue in 2008 was RMB 8,587 Million, up 2% from last year. This increase primarily reflects higher vehicle sales volume and optimized sales structure, partially offset by price reduction. Under IFRS, net profit was RMB 782 Million, up 3% from last year. Other income was RMB167 million, up 1816% from last year, primarily reflecting a one-time gain from a government grant for the Xiaolan Site. Cash flow from operations was positive RMB 180 million, reflecting profitability and operating-related changes. Cash flow from investing activities was negative RMB 515 million, primarily reflecting spending for capital goods such as facilities, equipment and tooling. Financing cash flow was negative RMB 260 million, primarily reflecting dividend payment, bank loan pay down and interest expenses. At the end of 2008, the Company held a total of RMB 1,512 million cash and cash equivalents, down RMB 595 million from the end of 2007. The balance of bank borrowing was RMB 47 million, decreasing RMB 2 million from 2007 year end. Total assets were RMB 5,964 million, down 3% from RMB 6,124 million at year-end 2007, primarily reflecting lower receivables. Receivables decreases were driven by lower sales volume at year-end. The asset structure remains unchanged from 2007. Total liabilities, excluding minority interest, were RMB 1,813 million, down 28% from RMB 2,510 million at year-end 2007, primarily reflecting lower accounts payable generated by lower production volume at year-end. Shareholder equity was RMB 4,151 million at December 31, 2008, up RMB 536 million from year-end 2007. This increase is explained by net profit earned in the reporting period. Dividend payments partially offset the equity increase. 8. 2009 Year Plan The Company is projecting revenue about RMB 10,000 million for 2009. Intensified competition resulting from new market entries and the launch of news models will require increased levels of marketing expense to support expanded market share and respond to financial crisis. Additionally, R&D and capital expenditures are projected to be higher as we progress with new product programs and capacity expansion actions. 30 In 2009, the Company continues to focus on generating cash and profits, enhance formulation of new product development strategies, and execute plans for future growth. Specific actions include: i. Accelerate efforts to strengthen our brands by enhancing the Company's distribution network, including brand-specific dealer expansion and JMC Cares service strategy deployment. ii. Work with our technology partners to execute the N900, JX4D24, N350, N800 and A4 Press Line projects. iii. Increase cost reduction efforts by focusing on customer value and eliminating waste. iv. Develop product plans to add new products for introduction in the Chinese market. v. Expand the export and OEM component sales business. II. Routine Work of the Board of Directors 1. Board Meetings and Resolutions in the Reporting Period The Board of Directors approved in form of paper meeting the following resolutions on March 13, 2008: i. approved the proposal on 2007 profit distribution plan; and ii. approved 2007 Annual Report of the Company and the extracts from the Annual Report. Public announcement on the resolutions of the Board Meeting was published in China Securities, Securities Times and Hong Kong Commercial Daily on March 15, 2008. The twelfth session of the fifth Board of Directors was held in the conference center on the second floor of the Administration Building of JMC on April 10, 2008. The following resolutions were passed at the meeting: i. approved N800 Program Long Lead Funding; ii. re-approved JMC Xiaolan Land Purchase; iii. relocated and re-approved A4 Stamping Line Program; iv. approved the Vehicles Storage and Delivery Facility Phase I construction; v. approved JMC Die Storage Facility Plan; vi. approved the matters relating to Fuchang Company; vii. approved the amendment to the Articles of Association of JMC; viii. approved the JMC Audit Committee Working Rules (2008 Amendment). Public announcement on the resolutions of the Board Meeting was published in China Securities, Securities Times and Hong Kong Commercial Daily on April 15, 2008. The Board of Directors approved in form of paper meeting the following resolution on April 22, 2008: approved JMC 2008 First Quarter Report The Board of Directors approved in form of paper meeting the following resolutions on 31 May 30, 2008: i. Given the three-year term of the Fifth Board of Directors of JMC will soon expire pursuant to the provision of the Articles of Association of JMC, the Board of Directors approved submitting to the Shareholders’ Meeting the nomination of the following personnel as candidates for the new Board of Directors: Mr. Wang Xigao, Mr. Cui Yunjiang, Mr. Tu Hongfeng and Mr. Zhang Zongyi are nominated by Jiangling Holdings Limited as director candidates for the Sixth Board of Directors of JMC and Mr. Zhang Zongyi is an independent director candidate; Mr. Mei Wei Cheng, Mr. Robert J. Graziano, Mr. Howard D. Welsh and Mr. Shi Jiansan are nominated by Ford Motor Company as director candidates for the Sixth Board of Directors of JMC and Mr. Shi Jiansan is an independent director candidate; and Mr. Vincent Pun Fong KWAN is jointly nominated by Jiangling Holdings Limited and Ford Motor Company, as an independent director candidate for the Sixth Board of Directors of JMC. ii. approved the agreement to supplement and amend the V348 Transit Vehicles Series Technology Licensing Contract; and further authorized Executive Vice President Xiong Chunying to enter into the corresponding Supplemental Agreement on behalf of the Company. iii. approved the Notice on Holding 2007 Annual Shareholders’ Meeting of JMC. Public announcement on the resolutions of the Board Meeting was published in China Securities, Securities Times and Hong Kong Commercial Daily on June 3, 2008. The first session of the sixth Board of Directors was held in the conference center on the second floor of the Administration Building of JMC on June 23, 2008. The following resolutions were passed at the meeting: i. elected Mr. Wang Xigao as the Chairman of JMC and Mr. Mei Wei Cheng as the Vice Chairman; ii. approved the composition of the special committees under the Board; iii. appointed Mr. Yuan-Ching Chen as the President of the Company. Based on the Chairman’s nomination, the Board appointed Mr. Wan Hong as the Board Secretary. Based on the President’s nomination, the Board of Directors appointed the following senior executives: Mr. Tu Hongfeng, Ms. Xiong Chunying and Ms. Liu Nianfeng as EVPs; Mr. Joseph Verga as the CFO; Mr. Wan Hong, Mr. Zhong Wanli, Mr. Zhou Yazhuo, Mr. Mustafa Menkü and Mr. Li Qing as VPs. iv. approved the Executive Committee shall be comprised of Mr. Yuan-Ching Chen, Mr. Tu Hongfeng, Ms. Xiong Chunying, Ms. Liu Nianfeng, Mr. Joseph Verga, Mr. Wan Hong and Mr. Zhong Wanli. Mr. Yuan-Ching Chen, President of the Company, shall be the Chairman of the Executive Committee, and v. approved an increased Sales Credit Line Limit from RMB 400 million to RMB 600 million on temporary basis, and the newly increased RMB 200 million credit line shall be valid till September 30, 2008. Public announcement on the resolutions of the Board Meeting was published in China Securities, Securities Times and Hong Kong Commercial Daily on June 27, 2008. 32 The second session of the sixth Board of Directors was held in the conference center on the second floor of the Administration Building of JMC on July 8, 2008. The following resolutions were passed at the meeting: i. approved the JX4D24 Engine Phase II Program; ii. approved the Product Data Management (PDM) Project; iii. appointed the V348 China Stage IV Heavy Duty Truck Program Long Lead Funding; iv. approved 2008 July Eight Accounting Provisions & Write-off proposal; v. approved the Supply Contract to be entered into between Ford and JMC, and authorized EVP Xiong Chunying to execute this Contract correspondingly, and vi. approved the Statements on Improvement of JMC Corporate Governance; approved to amend the Meeting Rules of Strategy Committee. Public announcement on the resolutions of the Board Meeting was published in China Securities, Securities Times and Hong Kong Commercial Daily on July 10, 2008. The Board of Directors approved in form of paper meeting the following resolution on August 27, 2008: approved JMC 2008 Half-year Report. The Board of Directors approved in form of paper meeting the following resolution on October 21, 2008: approved JMC 2008 Third Quarter Report. The third session of the sixth Board of Directors was held in the conference center on the second floor of the Administration Building of JMC on December 11, 2008. The following resolutions were passed at the meeting: i. approved the N800 Program, and to submit it to the Shareholders’ Meeting for approval; ii. approved the revised Personnel Secondment Agreement and Short-term Technical & Management Assistance Contract between JMC and Ford and Ford Affiliates, and authorized the Executive Committee to execute these agreements correspondingly; iii. approved the renewal of the Exclusive Import Agency Agreement between JMIE and JMC, authorized the Company President York Chen to sign the Agreement on behalf of the Company, and authorized the Executive Committee to execute this agreement correspondingly; iv. approved the routine framework proposal for 2009 type A related party transactions and authorized the Execute Committee to finalize detailed contracts with the individual related parties and to submit them to the Shareholders’ Meeting for approval; approved the routine framework proposal for 2009 type B related party transactions and authorized the Execute Committee to sign detailed contracts with the individual related parties. v. approved to continue appointing PricewaterhouseCoopers Zhong Tian CPAs Company Limited as JMC’s A & B share auditor for year 2009 & year 2010 with annual audit fee of RMB 1.32 million, and to submit this appointment to the Shareholders’ Meeting for approval; vi. approved 2008 Year-end Eight Accounting Provisions & Write-off proposal, and vii. agreed to authorize CFO Joseph Verga with full power to handle the loan & financing matters between JMC and financial institutions. The duration of the authorization is one 33 year, i.e., from January 1, 2009 to December 31, 2009. Public announcement on the resolutions of the Board Meeting was published in China Securities, Securities Times and Hong Kong Commercial Daily on December 13, 2008. The Board of Directors approved in form of paper meeting the following resolution on December 25, 2008: approved JX4D30 engine program kick-off with associated long lead funding of RMB 11 million. Public announcement on the resolutions of the Board Meeting was published in China Securities, Securities Times and Hong Kong Commercial Daily on December 27, 2008. 2. Board of Directors’ implementation of the Resolutions of the Shareholders’ Meetings According to the 2007 year profit distribution plan approved by the 2007 shareholders’ meeting, the announcement on the implementation of the 2007 year dividend distribution was published in China Securities, Securities Times and Hong Kong Commercial Daily on July 12, 2008, and it has been put into effect. The 2007 year dividend distribution plan was as follows: Based on the total share capital of 863,214,000 shares, cash dividend of RMB 3 (before tax) per 10 shares is to be distributed to shareholders. Individual shareholders and investment funds holding the Company’s A shares will receive after-tax cash dividend of RMB 2.7 per 10 shares, and the cash dividend for B-share holders shall be exempted from tax. Equity record date and ex-dividend date for A shares were July 18 and July 21, 2008 respectively; Last transaction date, ex-dividend date and equity record date for B shares were July 18, July 21, and July 23, 2008 respectively. The cash dividend for B-share holders was paid in Hong Kong Dollars based on the middle exchange rate between HK dollar and RMB quoted by the People’s Bank of China on the first business day (June 27, 2008) after the resolution of the Shareholders’ Meeting. The exchange rate was HKD 1.00 / RMB 0.8794. JMC did not convert capital reserve into share capital in the reporting period. 3. Audit Committee’s Works A. Work Summary Report of the Audit Committee According to Audit Committee Work Rules, the Audit Committee diligently executed its duties and delivered guiding opinions. The primary tasks during the reporting period were as follows: i. The Audit Committee reviewed the company’s internal control work plan and internal control implementation results regularly. ii. The Audit Committee reviewed the Eight Accounting Provisions and Write-off proposal, Major Related Party Transactions, and agreed to submit these to the Board for approval. iii. The Audit Committee reviewed the external auditor audit plan, letter of engagement, risks and controls, etc. iv. The Audit Committee has supervised the external auditor, so that the audit and 34 associated financial report can be submitted within the appointed period. v. Before the external auditor on-site audit and after receiving the external auditor's initial opinion on 2008 financial reports, the Audit Committee reviewed the company's financial reports. It met with the external auditors at a face-to-face meeting to communicate important items, potential items which may affect accounting estimation, audit adjustment items and important accounting policies, and it believes that these are truthful, accurate and fully reflect the company’s actual status. vi. The Audit Committee has submitted the 2008 External Auditor Summary Report to Board of Directors for review. vii. The Audit Committee has recommended PWC to be the external auditor for the 2009 and 2010 Financial Report audits. viii. The Audit Committee reviewed the internal control self-assessment report and agreed to submit this to the Board for approval. B. Written opinions on JMC financial statements The Audit Committee reviewed the unaudited financial statements prepared by the Company and issued its written opinions on January 20, 2009 as follows: The Audit Committee reviewed the Financial Statements compiled by JMC and believes that the Financial Statements have in all material respects reflected the actual company status. The Audit Committee will continue to keep in close contact with auditor. After receiving the auditor’s initial audit comments, Audit Committee will review Company Financial Statements a second time. The Audit Committee reviewed the financial statements prepared by JMC after the external auditor issued its initial audit opinions, and issued its written opinions on February 26, 2009 as follows: i. Financial statements have been prepared according to China New GAAP and the company’s financial policies. ii. The financial status reported for December 31, 2007 including Balance Sheet, Income Statement and Cash Flow is accurate and truthful. The Audit Committee made resolutions on the audited 2008 financial statements on March 5, 2009 as follows: The Audit Committee reviewed the 2008 Financial Statements which is audited by PWC and believes that in all material respects, the financial status reported for December 31, 2008 including Balance Sheet, Income Statement and Cash Flow is accurate and truthful. The Audit Committee agrees to submit it to BOD for approval. C. 2008 External Auditor Work Summary Report The Audit Committee reviewed the 2008 Annual Audit Work Plan submitted by PWC via a communication with the PWC lead auditor. Agreement was achieved regarding timing and content, and both parties believe that the plan ensures a comprehensive completion of the 2008 audit. The external auditor thoroughly communicated with operating management and the Audit Committee Members regarding the financial report consolidation, accounting adjustments, 35 implementation of accounting policies and accounting issues that were found in the audit that should be improved. As a result, all parties have a more in-depth understanding of the business status, finance treatment and the implementation of China New GAAP. Therefore, a solid foundation was laid for a fair audit conclusion by the external certified public auditor. The Audit Committee believes that the external certified auditor has executed the audit work consistent with the requirements of China Certified Auditor Independent Audit Principles. The audit period is adequate and the allocation of personnel resources is sufficient to deliver an audit report which reflects the finance status on December 31, 2008, the operating results, and 2008 cash flow. The audit conclusions conform to the company’s actual status. 4. 2008 Diligence Report of the Compensation Committee In the reporting period, the Compensation Committee exercised its duties as follows: i. reviewed and approved the Proposal on 2007 Year-end Bonus for Senior Executives; ii. reviewed and approved the KPI of JMC Senior Executives in 2008; iii. reviewed and approved 2007 Diligence Report of the Compensation Committee. The Compensation Committee’s opinions on the annual compensation of the directors, supervisors and senior management disclosed in this Report are as follows: The 2008 annual compensation for the Chinese-side senior management was paid upon the principles promulgated in the Senior Executive Compensation & Incentive Plan of JMC and the Senior Executive Base Salary Plan of JMC. The 2008 annual compensation for Ford-seconded senior management personnel was paid in accordance with revised Personnel Secondment Agreement signed between JMC and Ford and Ford Affiliates. The annual compensation for the director and supervisor that the Company paid abided by JMC salary management system. In the reporting period, the annual compensation of the directors, supervisors and senior executives disclosed in this Report was complied with JMC salary management system, and there was neither breach nor inconsistency of this system. 5. Proposal on 2008 Year Profit Distribution Plan Details on the profit available for appropriation of the Company in 2008 prepared in accordance with the China GAAP and International Financial Reporting Standard (‘IFRS’) are as follows: Unit: RMB’000 China GAAP IFRS Retained earning at Dec. 31, 2007 1,408,046 1,404,836 2008 net profit 784,315 782,356 Reserve -15,319 -15,319 Allocation of dividend for 2007 -258,964 -258,964 Staff bonus and welfare fund -1,959 - Retained earning at Dec. 31, 2008 1,916,118 1,912,909 36 The upper limit of profit available for distribution was based on the lower of the un-appropriated profit calculated in accordance with the China GAAP and that calculated in accordance with IFRS. Therefore, the Company’s retained earnings available for distribution as of December 31, 2008 was RMB 1,912,909 thousand. The Board approved to submit to the 2008 Annual Shareholders’ Meeting the following proposal on year 2008 profit distribution: (1). to appropriate RMB 15,319 thousand from 2008 net profit as the statutory surplus reserve. The accumulated balance of the statutory surplus reserve will reach 50% of the registered capital of the Company upon the appropriation and the Company will stop making allocation to the statutory surplus reserve; (2). to appropriate for the dividend distribution from the profit available for distribution, which shall be equal to RMB 0.3 per share and shall apply to the Company’s total share capital; and (3). to carry forward the un-appropriated portion to the following fiscal year. Profit distribution proposal: A cash dividend of RMB 3 (including tax) will be distributed for every 10 shares held. Based on the total share capital of 863,214,000 shares as of December 31, 2008, total cash dividend distribution amounts shall be RMB 258,964,200. B share dividend shall be paid in Hong Kong Dollars and converted based on the HKD-to-RMB standard exchange rate published by the People’s Bank of China on the first working day following the approval on the profit distribution proposal by the Shareholders’ Meeting of the Company. The Board decided not to convert capital reserve to share capital this time. 6. The independent directors’ explanation and independent opinions on the Company’s outside guarantee and implementation of relevant regulations The Company Board of Directors approved on December 13, 2007 to provide guarantee to Ford Automotive Finance (China) Ltd. (‘FAFC’) with vehicle pledge for Suzhou Hejun Auto Trading Limited, Shanghai Jiuha Auto Industrial Limited, Wuxi Jiangling Auto Sales Limited and Shenzhen Shuncheng Jiangling Auto Trading Limited with a total credit line no more than RMB 55.5 million. Please see details in the announcement published in China Securities, Securities Times and Hong Kong Commercial Daily on December 18, 2007. The total guarantee the Company provided for the aforesaid four dealers was RMB 26,510 thousand, accounting 0.7% of the Company net assets, as of December 31, 2008. (total guarantee of RMB 32,830 thousand on December 31, 2007, accounting 0.9% of the Company net assets) We believed that the risk derived from the vehicle pledge provided for such credit facilities is offset because the Company has received the cash payment of the vehicles from FAFC 37 on behalf of the dealers. The Company has no other outside guarantee except the aforesaid guarantee provided for the dealers in the reporting period. 7. Others JMC continues to designate China Securities, Securities Times and Hong Kong Commercial Daily as the newspapers for information disclosure. Chapter VIII Report of the Supervisory Board I. Work of the Supervisory Board Pursuant to the relevant regulations in the Company Law, Securities Law and JMC Articles of Association as well as consistent with the spirit of being responsible to the shareholders, the Supervisory Board earnestly fulfilled its duties stipulated by the laws and regulations and energetically worked to perform its functions fully in 2008. The Chief Supervisor attended all the board meetings as a non-voting attendee, and all the supervisors attended the annual Shareholders’ Meeting. The committee held 8 meetings during the reporting period. The following is the information in regard to the meetings and the subjects at the meetings: 1. The Supervisory Board reviewed and passed in form of paper meeting the following resolutions on March 13, 2008: i. reviewed and passed the 2007 annual work report of the Supervisory Board; ii. reviewed the Internal Control Self-assessment Report and expressed its opinions on this Report, and iii. reviewed and passed the 2007 Annual Report of JMC and the extracts from the Annual Report 2. The Supervisory Board reviewed and passed the following resolution in form of paper meeting on April 22, 2008: reviewed and passed 2008 First Quarter Report of JMC. 3. The Supervisory Board reviewed and passed the following resolutions in form of paper meeting on May 30, 2008: Given the three-year term of the Fifth Supervisory Board of JMC will soon expire pursuant to the provision of the Articles of Association of JMC, the Supervisory Board approved submitting to the Shareholders' Meeting the nomination of the following personnel as candidates for the new Supervisory Board. Mr. Wu Yong and Mr. Zhu Yi are nominated by Jiangling Holdings Limited as supervisor candidates for the Sixth Supervisory Board; and Mr. Alvin Qing Liu is nominated by Ford Motor Company as a supervisor candidate for the Sixth Supervisory Board. 4. The Supervisory Board meeting was held in the VIP room on the second floor of the Administration Building of JMC on June 26, 2008. The following resolution was passed at the meeting: the Supervisory Board elected Mr. Wu Yong as the Chief Supervisor of JMC. 38 5. The Supervisory Board meeting was held in the Administration Building of JMC on July 8, 2008. The following resolution was passed at the meeting: regarding 2008 July Eight Accounting Provisions & Write-off proposal approved by the Board of Directors of the Company, the Supervisory Board believed that it complied with the Company’s actual needs and situation. 6. The Supervisory Board reviewed and passed the following resolution in form of paper meeting on August 27, 2008: reviewed and passed 2008 Half-year Report of JMC. 7. The Supervisory Board reviewed and passed the following resolution in form of paper meeting on October 21, 2008: reviewed and passed 2008 Third Quarter Report of JMC. 8. The Supervisory Board meeting was held in the Administration Building of JMC on December 11, 2008: regarding 2008 Year-end Eight Accounting Provisions & Write-off proposal approved by the Board of Directors of the Company, the Supervisory Board believed that it is consistent with the Company’s actual needs and situation. II. Supervisory Board’s independent opinion on the following matters during the reporting period: 1. JMC’s operation in conformity with laws JMC operated in conformity with the laws and regulations, such as the Company Law, the Securities Law and the Articles of Association in 2008. The decision-making procedure was standardized and legal, and a relatively complete internal control system was established. No behaviors violating laws, regulations and the Articles of Association or harming JMC’s interest by the Directors, President and other senior management in carrying out their duties were found. 2. JMC’s financial status PwC Zhong Tian audited JMC’s 2008 financial statements and issued unqualified audit reports. We believe the reports reflect JMC’s financial status, operating results and asset changes objectively and accurately. 3. In 2008, JMC’s procedure for asset sales was legal and the sales prices were reasonable. There were no insider trading, deals, or situations harmful to shareholders’ interest or will lead to a JMC’s asset loss. 4. JMC’s related transactions: negotiated arm-length prices applied in imported component purchasing. The pricing for localized components was determined through the process of inviting public bidding, discussion and business negotiation. The prices were adjusted periodically, were fair and reasonable. 5. Please see the Article 4, Chapter V for the independent opinions from the Supervisory Board on the Self-assessment Report on Internal Control System of JMC. Chapter IX Major Events 1. JMC had no major litigation or arbitration issue in 2008. 39 2. JMC had no securities investment in 2008. There was neither the equity in other listed companies nor the equity in non-listed finance companies and companies applying to be listed in the reporting period. 3. Purchase or Sale of Assets The Board of Directors approved the transfer of the Company’s land use right for 218 Mu land, located in Majiashan, Nanchang city, as well as affixtures thereto for RMB 33 million, and acquisition of the land use right for a 2000 Mu Greenfield, located in Xiaolan Economic Development Zone, Nanchang city, P.R.C. (hereinafter referred to as “Xiaolan Zone”), for RMB 33 million on July 10, 2006. Due to the changes of state regulations for land transactions, the Board of Directors re-approved acquisition of the land use right for the 2000 Mu Greenfield, located in Xiaolan Zone, for no more than RMB 160 million on April 10, 2008. The Administrative Committee of Xiaolan Zone and the Company signed an Investment Agreement for acquiring the above-mentioned land use right on April 10, 2008, and the Company has obtained the land use right certificate of the 2000 Mu Greenfield on June 23, 2008. Nanchang County Land Reserves & Transaction Center and the Company signed an Agreement for the transfer of the Company’s land use right for 218 Mu land, located in Majiashan, Nanchang city, as well as affixtures thereto on July 3, 2008. The Company received the payment for the aforesaid land use right on September 4, 2008. 4. Major Related Transactions (1) Routine related party transactions A. JMC purchased certain raw materials, auxiliary materials and components from related parties. Transactions with annual value over RMB 30 million are listed as below: Pricing Settlement Amount As % of Total Transaction Parties Principle Method (RMB’000) Purchases Jiangxi Jiangling Chassis Contracted 60 days after 288,446 4.62 Company price delivery Nanchang Bao-jiang Steel Contracted Processing & Distribution Prepayment 247,365 3.96 price Co., Ltd. Ford Contracted L/C 245,410 3.93 price JMCG Interior Trim Factory Contracted 60 days after 244,471 3.92 price delivery GETRAG (Jiangxi) Contracted 60 days after 218,678 3.50 Transmission Company price delivery Jiangling-Lear Interior Trim Contracted 60 days after 151,146 2.42 Factory price delivery JMCG Contracted 60 days after 140,501 2.25 40 price delivery Ford Trading Company Contracted Telegraphic price Transfer 30 days 116,844 1.87 after shipping date Visteon Climate Control Contracted 60 days after 106,672 1.71 (Nanchang) Co., Ltd. price delivery Jiangxi JMCG Industrial Contracted 60 days after 98,707 1.58 Company price delivery Jiangxi Specialty Vehicles Contracted 60 days after Jiangling Motors Group Co., price delivery 82,243 1.32 Ltd. Nanchang Jiangling Contracted 60 days after Huaxiang Auto Components price delivery 68,723 1.10 Company Nanchang JMCG Liancheng Contracted 60 days after 56,995 0.91 Auto Component Co. price delivery Jiangling Material Company Contracted Pay on delivery 35,277 0.57 price Necessity and continuity: the purchase of the imported components will immediately stop when the respective localization is achieved, and these components will be substituted by localized ones; some components from other related parties were unique parts for JMC’s Transit series, N series and T series, and other general components were purchased through open bidding. B. The sales of products by JMC to related parties with annual value over RMB 30 million: Pricing Settlement Amount As % of Total Transaction Parties Principle Method (RMB’000) Revenue JMCG Import and Export Co., Contracted 30 days after 608,329 7.08 Ltd. price delivery Jiangxi Specialty Vehicles Contracted Monthly Jiangling Motors Group Co., price Netting off Ltd. payment of 90,334 1.05 purchased goods Jiangxi JMCG Industrial Contracted Monthly Company price Netting off payment of 57,559 0.67 purchased goods JMH Market 30 days after 51,277 0.60 price invoicing Jiangxi Jiangling Material Market Monthly price settlement 41,724 0.49 Utilization Co., Ltd. GETRAG (Jiangxi) Contracted Monthly Transmission Company price Netting off 36,140 0.42 payment of 41 purchased goods JMCG Interior Trim Factory Contracted Prepayment 36,041 0.42 price Necessity and continuity: JMCG Import and Export Co., Ltd. has a mature network and human resources to support import & export trade. JMC will continue to use its sales network to sell products to overseas markets. JMC will also continue supplying relevant components to JMH as long as an attractive margin is secured. In the above mentioned pricing principle, market price means that it is based on the market price of similar products, and contracted price means that for unique products or services for which comparable market data is difficult to obtain, prices are determined through the process of supplier quotes, cost assessment and negotiations. C. Management Compensations Pursuant to revised Personnel Secondment Agreement signed between JMC and Ford and Ford Affiliates, in 2008, the Company should pay approximately US$ 3,328 thousand and RMB 1,753 thousand to Ford as service fee for expatriate secondees and Chinese secondees assigned by Ford, and should pay approximately US$ 827 thousand to Ford Otosan as service fee for expatriated secondees assigned by Ford Otosan. Pursuant to an agreement between the Company and JMH on January 1, in 2008, the Company should pay approximately RMB 619 thousand to JMH as service fee for the employees assigned by JMH. D. General Service JMCG bears the middle school and primary school educational fees and retired employees expenses for JMC and its subsidiaries, and provides services such as cable television. The related costs were shared by JMC and its subsidiaries according to agreed percentages based on headcount ratio. In 2008, RMB 2.20 million of the above-mentioned costs was shared by JMC and its subsidiaries. E. Purchasing Agency JMCG Import & Export Co., Ltd. was the import agent of JMC for acquiring import materials, equipment and technology services. In 2008, JMC paid JMCG Import & Export Co., Ltd. commission of RMB 5.92 million pursuant to Supplemental Contract to Exclusive Import Agency Agreement signed by them. (2) The Company had no related party transaction concerning transfer of assets or equity in 2008. (3) Creditor’s rights, liabilities and guarantees between JMC and related parties. A. Balance of accounts due to or due from major related parties with value over RMB 30 million: Ratio to the Amount Item Related Parties Balance of the (RMB ‘000) Item 42 Nanchang Bao-jiang Prepayment Steel Processing & 119,121 81.77 Distribution Co., Ltd. Accounts and bills Jiangxi Jiangling Chassis 49,252 4.81 payable Company Accounts and bills Jiangxi Specialty payable Vehicles Jiangling 48,894 4.77 Motors Group Co., Ltd. Accounts and bills JMCG Interior Trim 48,027 4.69 payable Factory Accounts and bills Jiangling-Lear Interior 40,518 3.96 payable Trim Factory Accounts and bills GETRAG (Jiangxi) 37,711 3.68 payable Transmission Company Other payables Ford 83,804 17.25 B. Deposit At the end of year 2008, JMC had a deposit of RMB 75.24 million in JMCG Finance Company and charged interest according to same period bank deposit interest rate (RMB at 0.36%-1.71%, US$ at 0.05%-1.15%). JMC received a total of RMB 1.87 million in interest from JMCG Financial Company in 2008. C. Guarantee JMCG Finance Company provided a guarantee for portions of JMC’s bank loans, of which the maximum was US$ 2.28 million. As of December 31, 2008, JMCG Finance Company provided a guarantee for JMC’s bank loans of US$ 1.24 million. (4) Other major related party transactions in 2008 According to the Joint Development Agreement and the 2nd Amendment Contract to the Joint Development Agreement signed by JMC and Ford, JMC is to pay technology development fee totaling US$ 40 million to Ford. JMC bore a technology development fee of US$ 5.66 million (equal to RMB 39.03 million) in 2008 reflecting 1.8% of VE83Transit sales revenue. According to the V348 Transit Vehicles Series Technology Licensing Contract (“V348 TLC”) signed by JMC and Ford as well as Supplemental Agreement to V348 TLC jointly signed by Ford, Ford Global Technologies, LLC., Ford Otosan and JMC, JMC is to pay licensing fee annually reflecting 2.6% of V348 Transit net sales revenue. Ford Global Technologies, LLC. shall receive 67.31% of the licensing fee and Ford Otosan shall receive the reminder 32.69%. JMC bore a licensing fee of US$ 2.31 million (equal to RMB 15.92 million) in 2008. 5. Major Contracts and Execution (1) There was neither entrustment, contract or lease of assets from other companies, nor entrustment, contract or lease of JMC’s assets to other companies from which profit was generated to exceed 10% of 2008 total profit in the reporting period. (2) The Company Board of Directors approved on December 13, 2007 to provide guarantee to Ford Automotive Finance (China) Ltd. (“FAFC”) with vehicle pledge for Suzhou Hejun 43 Auto Trading Limited, Shanghai Jiuha Auto Industrial Limited, Wuxi Jiangling Auto Sales Limited and Shenzhen Shuncheng Jiangling Auto Trading Limited with a total credit line of no more than RMB 55.5 million. The table below summarizes JMC outside guarantees in 2008. Outside Guarantees (excluding the guarantees to the subsidiaries of the Company) Name Date Amount Type of Term of Whether Has Whether For A （Signature (RMB) Guarantee Guarantee Been Related Entity Date of the Executed (Y/N) Agreement） Completely (Y/N) Suzhou Hejun Auto December 24, 9,986,000 Pledge 12 months N N Trading Limited 2007 Shanghai Jiuha Auto December 24, 977,100 Pledge 12 months N N Industrial Limited 2007 Wuxi Jiangling Auto December 24, 6,272,300 Pledge 12 months N N Sales Limited 2007 Shenzhen Shuncheng December 24, 9,272,345 Pledge 12 months N N Jiangling Auto 2007 Trading Limited Total amount of the guarantees in the reporting period 376,126,177.00 Balance of the guarantees as of the end of the reporting 26,507,745.00 period Guarantees to the subsidiaries of the Company Total amount of the guarantees to the subsidiaries of the 0 Company in the reporting period Balance of the guarantees to the subsidiaries of the 0 Company as of the end of the reporting period Total Guarantees (including the guarantees to the subsidiaries of the Company) Total Amount 26,507,745.00 As % of the Company’s net assets 0.7% Including: Guarantees offered to shareholders, actual controlling 0 parties and its related parties Guarantees directly or indirectly offered to guaranteed 0 parties whose ratio of liabilities to assets exceed 70% Amount of the guarantees exceeding 50% of the 0 Company’s net assets Subtotal of the aforesaid three items 0 (3) JMC did not entrust other people with cash asset management in the reporting period. 6. Commitments of the Company or the shareholder holding 5% or more of the Company shares JMH, holding 41.03% of JMC total shares, issued letters of commitment, and declared and 44 promised the following: (1) according to the requirements of Rules on Implementing the Full Tradable Share Reform of the Listed Companies, legal commitments will be fulfilled in accordance with provisions of the stock exchange laws and regulations; (2) the promisees ensure that they will compensate for losses to other shareholders resulting from partial or complete non-fulfillment of his promises; and (3) the promisees will fulfill their commitments faithfully and undertake relevant legal responsibility, and they will not transfer their shares unless the transferee agrees and accepts liability to undertake the responsibility of the promise. JMH promises specifically to pay the consideration on behalf of the unlisted-share holders who oppose the Share Reform or did not express their opinions. The above-mentioned unlisted-share holders should repay the consideration paid by JMH and the interest, or obtain written consent from JMH, if they want to list their shares. In the reporting period, JMH exercised its commitments sincerely and did not breach the promise. 7. Appointment or Dismissal of Accounting Firms The Board of Directors approved to appoint PwC Zhong Tian as JMC’s year 2009-2010 A & B share auditor, and to submit this proposal to the Shareholders’ Meeting for approval. The firm has offered JMC audit services for eight consecutive years. The compensation paid to the accounting firm is as follows: Accountant Firm Year 2008 Out of Pocket Expense RMB 1.32 million Included in audit fee. PwC ZhongTian (Both A & B share) 8. Neither JMC nor its Directors or senior management were punished by regulatory authorities in 2008. 9. External research and media interview to the Company In the reporting period, JMC welcomed institutional investors including 58 persons and discussed operating highlights, development strategy and other matters with them. The Company does not disclose, reveal or divulge major information not yet disclosed to special person or entities. Table of external research, communication and media interviews with the Company is as follows: Date Place Communication Object Information Discussed and Method Materials offered January 3, In the Oral An analyst from China JMC Operating highlights and 2008 Company Communication Asset Management development strategy Co., Ltd. January 13, In the Oral An analyst from Great JMC Operating highlights and 2008 Company Communication Wall Fund development strategy Management Co., Ltd. January 17, In the Oral Five analysts from JMC Operating highlights and 2008 Company Communication Great Wall Securities development strategy 45 Co., Ltd., Lord Abbett China Asset Management Co., Ltd., China Southern Fund Management Co., Ltd., China Merchants Securities Co., Ltd. January 23, In the Oral An analyst from Nikko JMC Operating highlights and 2008 Company Communication Asset Management development strategy Co., Ltd. March 4, In the Oral Two analysts from JMC Operating highlights and 2008 Company Communication China International development strategy Capital Corporation Limited. April 2, In the Oral Two analysts from JMC Operating highlights and 2008 Company Communication BOC International development strategy (China) Limited, China Galaxy Securities Company Limited April 11, In the Oral Ten analysts from JMC Operating highlights and 2008 Company Communication CITIC Securities Co., development strategy Ltd., AXA SPDB Investment Managers Co., Ltd., Fortis Haitong Investment Management Co., Ltd., Waijia Asset Management Co., Ltd., HSBC Jintrust Fund Management Company Limited, Fortune SGAM Fund Management Co., LTD., Lombarda China Fund Management Co., Ltd., Tianhong Asset Management Co., Ltd., Chang Xin Asset Management Co., Ltd., Golden Eagle Asset Management Co., Ltd. April 16, In the Oral Two analysts from JMC Operating highlights and 2008 Company Communication Sinolink Securities Co., development strategy Ltd. April 19, In the Oral Four analysts from JMC Operating highlights and 2008 Company Communication Golden Sun Securities development strategy Co., Ltd., Changjiang Securities Co., Ltd, Zhonghai Fund Management Co., Ltd. April 26, Wuhan Oral Ten analysts from JMC Operating highlights and 2008 Communication AXA SPDB development strategy Investment Managers Co., Ltd., Huaan Fund Management Co., Ltd. Lord Abbett China Asset Management 46 Co., Ltd., Soochow Asset Management Co., Ltd., Fortis Haitong Investment Management Co., Ltd., Aegon-Industrial Fund Management Co., Ltd., Changjiang Securities Co., Ltd, Guoyuan Securities Co., Ltd., Everbright & Pramerica Fund Management Co., Ltd., Bank Of China Investment Management Co., Ltd. May 13, In the Oral An analyst from Midea JMC Operating highlights and 2008 Company Communication Investment development strategy Management Co., Ltd. June 6, 2008 In the Oral Two analysts form JMC Operating highlights and Company Communication Harvest Fund development strategy Management Co., Ltd., JPMorgan Chase & Co. August 15, In the Oral An analyst from JMC Operating highlights and 2008 Company Communication Everbright & development strategy Pramerica Fund Management Co., Ltd. August 20, In the Oral Five analysts from JMC Operating highlights and 2008 Company Communication Invesco Great Wall development strategy Fund Management Co., Ltd., Bosera Fund Management Co., Ltd., Da Cheng Fund Management Co., Ltd., UBS SDIC Fund Management Co., Ltd. August 21, In the Oral An analyst from JMC Operating highlights and 2008 Company Communication Everbright Securities development strategy Co., Ltd. October 21, In the Oral An analyst from Bosera JMC Operating highlights and 2008 Company Communication Fund Management Co., development strategy Ltd. October 22, In the Oral An analyst from Hebei JMC Operating highlights and 2008 Company Communication Aulion Heavy development strategy Industries Co., Ltd. October 23, In the Oral An analyst from JMC Operating highlights and 2008 Company Communication Northeast Securities development strategy Co., Ltd. November 5, In the Oral Four analysts from JMC Operating highlights and 2008 Company Communication China International development strategy Capital Corporation Limited, Lion Fund Management Co., Ltd., UBS SDIC Fund Management Co., Ltd. and Hunan Yongjin Group 47 November In the Oral An analyst from China JMC Operating highlights and 13, 2008 Company Communication Merchants Fund development strategy Management Co., Ltd. November In the Oral Two analysts from JMC Operating highlights and 18, 2008 Company Communication Aegon-Industrial Fund development strategy Management Co., Ltd 48 Chapter X Financial Statements 49 Jiangling Motors Corporation, Ltd. Consolidated Financial Statements 31 December 2008 50 普华永道中天会计师事务所有限公司 11th Floor PricewaterhouseCoopers Center 202 Hu Bin Road Shanghai 200021, P.R.C. Telephone +86 (21) 6123 8888 Facsimile +86 (21) 6123 8800 www.pwccn.com Independent Auditor's Report 2009/SH-067/BMC/LLF To the shareholders of Jiangling Motors Corporation, Ltd. Report on the financial statements We have audited the accompanying consolidated financial statements of Jiangling Motors Corporation, Ltd. (the “Company”) and its subsidiary (together the “Group”) which comprise the consolidated balance sheet as at 31 December 2008, and the consolidated income statement, consolidated statement of changes in equity and consolidated cash flow statement for the year then ended and a summary of significant accounting policies and other related notes. Management’s responsibility for the financial statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor’s responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 51 Opinion In our opinion, the accompanying consolidated financial statements give a true and fair view of the financial position of the Group as at 31 December 2008, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards. PricewaterhouseCoopers Zhong Tian CPAs Limited Company Shanghai, the People’s Republic of China 16 March 2009 52 Jiangling Motors Corporation, Ltd. CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2008 (All amounts in RMB unless otherwise stated) As at 31 December Note 2008 2007 RMB’000 RMB’000 (restated) ASSETS Non-current assets Property, plant and equipment 6 2,362,871 2,208,056 Lease prepayment 7 290,916 139,813 Intangible assets 8 35,680 35,987 Investments in associates 9 16,136 17,764 Other non-current assets 300 - Deferred income tax assets 10 105,233 107,902 2,811,136 2,509,522 Current assets Inventories 11 1,057,873 866,076 Trade and other receivables 12 583,161 642,630 Cash and cash equivalents 13 1,511,608 2,106,912 3,152,642 3,615,618 Total assets 5,963,778 6,125,140 EQUITY Capital and reserves attributable to the Company’s equity holders Share capital 14 863,214 863,214 Share premium 816,609 816,609 Other reserves 15 457,650 442,331 Retained earnings 1,912,909 1,404,836 4,050,382 3,526,990 Minority interest in equity 100,708 88,299 Total equity 4,151,090 3,615,289 LIABILITIES Non-current liabilities Borrowings 16 8,056 9,088 Retirement benefit obligations 17 72,602 69,701 Warranty provisions 18 99,079 106,910 179,737 185,699 Current liabilities Trade and other payables 19 1,580,530 2,268,798 Current income tax liabilities - 276 Borrowings 16 39,117 40,088 Retirement benefit obligations 17 13,304 14,990 1,632,951 2,324,152 Total liabilities 1,812,688 2,509,851 Total equity and liabilities 5,963,778 6,125,140 The notes on pages 7 to 56 are an integral part of these consolidated financial statements. 53 JIANGLING MOTORS CORPORATION, LTD. CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2008 (All amounts in RMB unless otherwise stated) Year ended 31 December Note 2008 2007 RMB’000 RMB’000 (restated) Revenue 20 8,587,034 8,455,549 Sales tax (145,542) (145,208) Cost of sales (6,645,062) (6,359,446) Gross profit 1,796,430 1,950,895 Distribution costs (526,315) (618,713) Administrative expenses (599,519) (541,944) Other income 23 167,327 8,732 Operating profit 837,923 798,970 Finance income 24 59,943 56,339 Finance costs 24 (3,398) (5,368) Finance income-net 24 56,545 50,971 Share of profit of associates 5,316 7,257 Profit before income tax 899,784 857,198 Income tax expense 25 (105,019) (84,998) Profit for the year 794,765 772,200 Attributable to: Equity holders of the Company 782,356 756,713 Minority interest 12,409 15,487 794,765 772,200 Earnings per share for profit attributable to the equity holders of the Company (expressed in RMB per share) - Basic and diluted 26 0.91 0.88 The notes on pages 7 to 56 are an integral part of these consolidated financial statements. 54 Jiangling Motors Corporation, Ltd. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2008 (All amounts in RMB unless otherwise stated) Attributable to equity holders of the Company Share Share Other Retained Minority Total Note Capital Premium Reserves Earnings Interest Equity RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Balance at 31 December 2006, as previously reported 863,214 816,609 366,415 955,409 126,012 3,127,659 Change in accounting policy 5 - - - 27,594 1,050 28,644 Balance at 1 January 2007, as restated 863,214 816,609 366,415 983,003 127,062 3,156,303 Profit for the year - - - 756,713 15,487 772,200 Transfer to statutory reserve 15 - - 75,916 (75,916) - - Dividend relating to 2006 - - - (258,964) - (258,964) Dividend appropriated to minority shareholders of a subsidiary - - - - (54,250) (54,250) Balance at 31 December 2007 863,214 816,609 442,331 1,404,836 88,299 3,615,289 Balance at 1 January 2008 863,214 816,609 442,331 1,404,836 88,299 3,615,289 Profit for the year - - - 782,356 12,409 794,765 Dividend relating to 2007 27 - - - (258,964) - (258,964) Transfer to statutory reserve 15 - - 15,319 (15,319) - - Balance at 31 December 2008 863,214 816,609 457,650 1,912,909 100,708 4,151,090 The notes on pages 7 to 56 are an integral part of these consolidated financial statements. 55 Jiangling Motors Corporation, Ltd. CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2008 (All amounts in RMB unless otherwise stated) Year ended 31 December Note 2008 2007 RMB’000 RMB’000 Cash flows from operating activities Cash generated from operations 28 315,394 971,318 Interest paid (2,467) (4,737) Income tax paid (133,316) (128,676) Net cash generated from operating activities 179,611 837,905 Cash flows from investing activities Purchase of held-to-maturity investments (239,409) (541,673) Purchase of property, plant and equipment (“PPE”) (615,870) (589,582) Proceeds from disposal of PPE 28 35,834 5,951 Interest received 64,348 56,418 Dividends received - 5,613 Proceed from repayment of held-to-maturity investments 240,009 563,024 Net cash used in investing activities (515,088) (500,249) Cash flows from financing activities Proceeds from borrowings 79,107 45,429 Repayments of borrowings (79,560) (125,562) Dividends paid to the Company’s shareholders (258,647) (263,833) Dividends paid to minority shareholders of a subsidiary - (54,250) Other cash paid relating to financing activities (459) (372) Net cash used in financing activities (259,559) (398,588) Net decrease in cash and cash equivalents (595,036) (60,932) Cash and cash equivalents at beginning of year 2,106,912 2,168,225 Effects of exchange rate changes (268) (381) Cash and cash equivalents at end of year 1,511,608 2,106,912 The notes on pages 7 to 54 are an integral part of these consolidated financial statements. 56 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 1 General information Jiangling Motors Corporation, Ltd. (the “Company”) was established in the People’s Republic of China (the “PRC”) under the Company Law of the PRC and according to the approval of Hongban (1992) No. 005 of Nangchang Revolution and Authorization Group of Company’s Joint Stock as a joint stock limited company to hold certain operational assets and liabilities of the automotive manufacturing business of Jiangxi Motors Manufacturing Factory, which was owned by Jiangling Motors Corporation Group (“JMCG”). The legal representative’s operating license of the Company is No.002473. The address of the Company’s registered office is No.509, Northern Yingbin Avenue, Nanchang, Jiangxi Province, the PRC. In December 1993, the Company issued 494,000,000 domestic ordinary shares (“A share”). In addition, the Company issued 25,214,000 A shares as bonus shares to the existing shareholders in 1994. The bonus shares were issued by utilisation of the Company’s retained earnings. In 1995, the Company issued 174,000,000 domestically listed foreign shares (“B share”) and the Company issued 170,000,000 additional B shares in 1998. As at 31 December 2008, the total issued shares of the Company are 863,214,000 shares, which are all listed on the Shenzhen Stock Exchange, the PRC. The Company and its subsidiary (the “Group”) are principally engaged in the development, manufacturing and selling of automobiles, engines and automobile related parts, dies and tools. These group consolidated financial statements were authorised for issue by the Board of Directors on 16 March 2009. 2 Summary of significant accounting policies The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. A Basis of preparation The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (“IFRS”). They have been prepared under the historical cost convention except as disclosed in the accounting policies below. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimations are significant to the consolidated financial statements are disclosed in Note 4. 57 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) A Basis of preparation (continued) (a) Interpretations effective in 2008 • The IAS 39, ‘Financial instruments: Recognition and measurement’, amendment on reclassification of financial assets permits reclassification of certain financial assets out of the held-for-trading and available-for-sale categories if specified conditions are met. The related amendment to IFRS 7, ‘Financial instruments: Disclosures’, introduces disclosure requirements with respect to financial assets reclassified out of the held-for-trading and available-for-sale categories. The amendment is effective prospectively from 1 July 2008. This amendment does not have any impact on the Group’s financial statements, as the Group has not reclassified any financial assets. • IFRIC 14, 'IAS 19 – The limit on a defined benefit asset, minimum funding requirements and their interaction', provides guidance on assessing the limit in IAS 19 on the amount of the surplus that can be recognised as an asset. It also explains how the pension asset or liability may be affected by a statutory or contractual minimum funding requirement. This interpretation does not have any impact on the Group’s financial statements. • IFRIC 11, 'IFRS 2 – Group and treasury share transactions’, provides guidance on whether share-based transactions involving treasury shares or involving group entities (for example, options over a parent's shares) should be accounted for as equity-settled or cash-settled share-based payment transactions in the stand-alone accounts of the parent and group companies. This interpretation does not have an impact on the Group’s financial statements. (b) Interpretations effective in 2008 but not relevant The following interpretation to published standards is mandatory for accounting periods beginning on or after 1 January 2008 but is not relevant to the Group’s operations: • IFRIC 12, “Service concession arrangements”. (c) Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Group The following standards, amendments and interpretations to existing standards have been published and are mandatory for the Group’s accounting periods beginning on or after 1 January 2009 or later periods, but the Group has not early adopted them: • IAS 23 (Amendment), ‘Borrowing costs’ (effective from 1 January 2009). The amendment requires an entity to capitalise borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset (one that takes a substantial period of time to get ready for use or sale) as part of the cost of that asset. The option of immediately expensing those borrowing costs will be removed. The Group will apply IAS 23 (Amendment) prospectively from 1 January 2009 but is not expected to have a material impact on the Group’s financial statements. 58 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) A Basis of preparation (continued) (c) Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Group (continued) • IAS 1 (Revised), 'Presentation of financial statements' (effective from 1 January 2009). The revised standard will prohibit the presentation of items of income and expenses (that is, 'non-owner changes in equity') in the statement of changes in equity, requiring 'non-owner changes in equity' to be presented separately from owner changes in equity. All non-owner changes in equity will be required to be shown in a performance statement, but entities can choose whether to present one performance statement (the statement of comprehensive income) or two statements (the income statement and statement of comprehensive income). Where entities restate or reclassify comparative information, they will be required to present a restated balance sheet as at the beginning comparative period in addition to the current requirement to present balance sheets at the end of the current period and comparative period. The Group will apply IAS 1 (Revised) from 1 January 2009 and present a statement of comprehensive income. • IFRS 2 (Amendment), ‘Share-based payment’ (effective from 1 January 2009). The amended standard deals with vesting conditions and cancellations. It clarifies that vesting conditions are service conditions and performance conditions only. Other features of a share-based payment are not vesting conditions. These features would need to be included in the grant date fair value for transactions with employees and others providing similar services; they would not impact the number of awards expected to vest or valuation thereof subsequent to grant date. All cancellations, whether by the entity or by other parties, should receive the same accounting treatment. The Group will apply IFRS 2 (Amendment) from 1 January 2009. It is not expected to have a material impact on the Group’s financial statements. • IAS 27 (Revised), ‘Consolidated and separate financial statements’, (effective from 1 July 2009). The revised standard requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to fair value, and a gain or loss is recognised in profit or loss. The Group will apply IAS 27 (Revised) prospectively to transactions with non-controlling interests from 1 January 2010. • IFRS 3 (Revised), ‘Business combinations’ (effective from 1 July 2009). The revised standard continues to apply the acquisition method to business combinations, with some significant changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the income statement. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair vale or at the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition-related costs should be expensed. The Group will apply IFRS 3 (Revised) prospectively to all business combinations from 1 January 2010. • IAS 23 (Amendment), ‘Borrowing costs’ (effective from 1 January 2009). The amendment is part of the IASB’s annual improvements project published in May 2008. The definition of borrowing costs has been amended so that interest expense is calculated using the effective interest method defined in IAS 39 ‘Financial instruments: Recognition and measurement’. This eliminates the inconsistency of terms between IAS 39 and IAS 23. The Group will apply the IAS 23 (Amendment) prospectively to the capitalisation of borrowing costs on qualifying assets from 1 January 2009. 59 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) A Basis of preparation (continued) (c) Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Group (continued) • IFRS 5 (Amendment), ‘Non-current assets held-for-sale and discontinued operations’ (and consequential amendment to IFRS 1, ‘First-time adoption’) (effective from 1 July 2009). The amendment is part of the IASB’s annual improvements project published in May 2008. The amendment clarifies that all of a subsidiary’s assets and liabilities are classified as held for sale if a partial disposal sale plan results in loss of control. Relevant disclosure should be made for this subsidiary if the definition of a discontinued operation is met. A consequential amendment to IFRS 1 states that these amendments are applied prospectively from the date of transition to IFRSs. The Group will apply the IFRS 5 (Amendment) prospectively to all partial disposals of subsidiaries from 1 January 2010. • IAS 28 (Amendment), ‘Investments in associates’ (and consequential amendments to IAS 32, ‘Financial Instruments: Presentation’, and IFRS 7, ‘Financial instruments: Disclosures’) (effective from 1 January 2009). The amendment is part of the IASB’s annual improvements project published in May 2008. An investment in associate is treated as a single asset for the purposes of impairment testing. Any impairment loss is not allocated to specific assets included within the investment, for example, goodwill. Reversals of impairment are recorded as an adjustment to the investment balance to the extent that the recoverable amount of the associate increases. The Group will apply the IAS 28 (Amendment) to impairment tests related to investments in subsidiaries and any related impairment losses from 1 January 2009. • IAS 36 (Amendment), ‘Impairment of assets’ (effective from 1 January 2009). The amendment is part of the IASB’s annual improvements project published in May 2008. Where fair value less costs to sell is calculated on the basis of discounted cash flows, disclosures equivalent to those for value-in-use calculation should be made. The Group will apply the IAS 36 (Amendment) and provide the required disclosure where applicable for impairment tests from 1 January 2009. • IAS 38 (Amendment), ‘Intangible assets’ (effective from 1 January 2009). The amendment is part of the IASB’s annual improvements project published in May 2008. A prepayment may only be recognised in the event that payment has been made in advance of obtaining right of access to goods or receipt of services. The Group will apply the IAS 38 (Amendment) from 1 January 2009. • IAS 1 (Amendment), ‘Presentation of financial statements’ (effective from 1 January 2009). The amendment is part of the IASB’s annual improvements project published in May 2008. The amendment clarifies that some rather than all financial assets and liabilities classified as held for trading in accordance with IAS 39, ‘Financial instruments: Recognition and measurement’ are examples of current assets and liabilities respectively. The Group will apply the IAS 39 (Amendment) from 1 January 2009. It is not expected to have an impact on the Group’s financial statements. 60 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) A Basis of preparation (continued) (c) Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Group (continued) • There are a number of minor amendments to IFRS 7, ‘Financial instruments: Disclosures’, IAS 8, ‘Accounting policies, changes in accounting estimates and errors’, IAS 10, ‘Events after the reporting period’, IAS 18, ‘Revenue’ and IAS 34, ‘Interim financial reporting’, which are part of the IASB’s annual improvements project published in May 2008 (not addressed above). These amendments are unlikely to have an impact on the Group’s accounts and have therefore not been analysed in detail. • IAS 19 (Amendment), ‘Employee benefits’ (effective from 1 January 2009). The amendment is part of the IASB’s annual improvements project published in May 2008. – The amendment clarifies that a plan amendment that results in a change in the extent to which benefit promises are affected by future salary increases is a curtailment, while an amendment that changes benefits attributable to past service gives rise to a negative past service cost if it results in a reduction in the present value of the defined benefit obligation. – The definition of return on plan assets has been amended to state that plan administration costs are deducted in the calculation of return on plan assets only to the extent that such costs have been excluded from measurement of the defined benefit obligation. – The distinction between short term and long term employee benefits will be based on whether benefits are due to be settled within or after 12 months of employee service being rendered. – IAS 37, ‘Provisions, contingent liabilities and contingent assets, requires contingent liabilities to be disclosed, not recognised. IAS 19 has been amended to be consistent. The Group will apply the IAS 19 (Amendment) from 1 January 2009. • IFRS 1 (Amendment) ‘First time adoption of IFRS’, and IAS 27 ‘Consolidated and separate financial statements’ (effective from 1 July 2009). The amended standard allows first-time adopters to use a deemed cost of either fair value or the carrying amount under previous accounting practice to measure the initial cost of investments in subsidiaries, jointly controlled entities and associates in the separate financial statements. The amendment also removes the definition of the cost method from IAS 27 and replaces it with a requirement to present dividends as income in the separate financial statements of the investor. The Group will apply IFRS 1 (Amendment) from 1 January 2010 and the amendment will not have any impact on the Group’s financial statements. 61 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) A Basis of preparation (continued) (c) Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Group (continued) • IAS 39 (Amendment), ‘Financial instruments: Recognition and measurement’ (effective from 1 January 2009). The amendment is part of the IASB’s annual improvements project published in May 2008. – This amendment clarifies that it is possible for there to be movements into and out of the fair value through profit or loss category where a derivative commences or ceases to qualify as a hedging instrument in cash flow or net investment hedge. – The definition of financial asset or financial liability at fair value through profit or loss as it relates to items that are held for trading is also amended. This clarifies that a financial asset or liability that is part of a portfolio of financial instruments managed together with evidence of an actual recent pattern of short-term profit-taking is included in such a portfolio on initial recognition. – The current guidance on designating and documenting hedges states that a hedging instrument needs to involve a party external to the reporting entity and cites a segment as an example of a reporting entity. This means that in order for hedge accounting to be applied at segment level, the requirements for hedge accounting are currently required to be met by the applicable segment. The amendment removes the example of a segment so that the guidance is consistent with IFRS 8, ‘Operating segments’, which requires disclosure for segments to be based on information reported to the chief operating decision-maker. – When remeasuring the carrying amount of a debt instrument on cessation of fair value hedge accounting, the amendment clarifies that a revised effective interest rate (calculated at the date fair value hedge accounting ceases) are used. The Group will apply the IAS 39 (Amendment) from 1 January 2009. It is not expected to have an impact on the Group’s income statement. (d) Amendments and interpretations to existing standards that are not yet effective and not relevant for the Group’s operations The following amendments and interpretations to existing standards have been published and are mandatory for the Group’s accounting periods beginning on or after 1 January 2009 or later periods but are not relevant for the Group’s operations: • IFRIC 13, ‘Customer loyalty programmes’ (effective from1 July 2008). IFRIC 13 clarifies that where goods or services are sold together with a customer loyalty incentive (for example, loyalty points or free products), the arrangement is a multiple-element arrangement, and the consideration receivable from the customer is allocated between the components of the arrangement using fair values. IFRIC 13 is not relevant to the Group’s operations because none of the Group’s companies operate any loyalty programmes. 62 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) A Basis of preparation (continued) (d) Amendments and interpretations to existing standards that are not yet effective and not relevant for the Group’s operations (continued) • IAS 27 (Amendment), ‘Consolidated and separate financial statements’ (effective from 1 January 2009). The amendment is part of the IASB’s annual improvements project published in May 2008. Where an investment in a subsidiary that is accounted for under IAS 39, ‘Financial instruments: recognition and measurement’, is classified as held for sale under IFRS 5, ‘Non-current assets held-for-sale and discontinued operations’, IAS 39 would continue to be applied. The amendment will not have an impact on the Group’s operations because it is the Group’s policy for an investment in subsidiary to be recorded at cost in the standalone accounts of each entity. • IAS 28 (Amendment), ‘Investments in associates’ (and consequential amendments to IAS 32, ‘Financial Instruments: Presentation’ and IFRS 7, ‘Financial instruments: Disclosures’) (effective from 1 January 2009). The amendment is part of the IASB’s annual improvements project published in May 2008. Where an investment in associate is accounted for in accordance with IAS 39 ‘Financial instruments: recognition and measurement’, only certain rather than all disclosure requirements in IAS 28 need to be made in addition to disclosures required by IAS 32, ‘Financial Instruments: Presentation’ and IFRS 7 ‘Financial Instruments: Disclosures’. The amendment will not have an impact on the Group’s operations because it is the Group’s policy for an investment in an associate to be equity accounted in the Group’s consolidated accounts. • IAS 29 (Amendment), ‘Financial reporting in hyperinflationary economies’ (effective from 1 January 2009). The amendment is part of the IASB’s annual improvements project published in May 2008. The guidance has been amended to reflect the fact that a number of assets and liabilities are measured at fair value rather than historical cost. The amendment will not have an impact on the Group’s operations, as none of the Group’s subsidiaries or associates operate in hyperinflationary economies. • IAS 31 (Amendment), ‘Interests in joint ventures’ (and consequential amendments to IAS 32 and IFRS 7) (effective from 1 January 2009). The amendment is part of the IASB’s annual improvements project published in May 2008. Where an investment in joint venture is accounted for in accordance with IAS 39, only certain rather than all disclosure requirements in IAS 31 need to be made in addition to disclosures required by IAS 32, ‘Financial instruments: Presentation’, and IFRS 7 ‘Financial instruments: Disclosures’. The amendment will not have an impact on the Group’s operations as there are no interests held in joint ventures. • IAS 38 (Amendment), ‘Intangible assets’ (effective from 1 January 2009). The amendment is part of the IASB’s annual improvements project published in May 2008. The amendment deletes the wording that states that there is ‘rarely, if ever’ support for use of a method that results in a lower rate of amortisation than the straight-line method. The amendment will not have an impact on the Group’s operations, as all intangible assets are amortised using the straight-line method. • IAS 41 (Amendment), ‘Agriculture’ (effective from 1 January 2009). The amendment is part of the IASB’s annual improvements project published in May 2008. It requires the use of a market-based discount rate where fair value calculations are based on discounted cash flows and the removal of the prohibition on taking into account biological transformation when calculating fair value. The amendment will not have an impact on the Group’s operations as no agricultural activities are undertaken. 63 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) A Basis of preparation (continued) (d) Amendments and interpretations to existing standards that are not yet effective and not relevant for the Group’s operations (continued) • IAS 40 (Amendment), ‘Investment property’ (and consequential amendments to IAS 16) (effective from 1 January 2009). The amendment is part of the IASB’s annual improvements project published in May 2008. Property that is under construction or development for future use as investment property is within the scope of IAS 40. Where the fair value model is applied, such property is, therefore, measured at fair value. However, where fair value of investment property under construction is not reliably measurable, the property is measured at cost until the earlier of the date construction is completed and the date at which fair value becomes reliably measurable. The amendment will not have an impact on the Group’s operations, as there are no investment properties are held by the Group. • IAS 20 (Amendment), ‘Accounting for government grants and disclosure of government assistance’ (effective from 1 January 2009). The benefit of a below-market rate government loan is measured as the difference between the carrying amount in accordance with IAS 39, ‘Financial instruments: Recognition and measurement’, and the proceeds received with the benefit accounted for in accordance with IAS 20. The amendment will not have an impact on the Group’s operations as there are no loans received from the government. • The minor amendments to IAS 20 ‘Accounting for government grants and disclosure of government assistance’, and IAS 29, ‘Financial reporting in hyperinflationary economies’, IAS 40, ‘Investment property’, and IAS 41, ‘Agriculture’, which are part of the IASB’s annual improvements project published in May 2008 (not addressed above). These amendments will not have an impact on the Group’s operations as described above. • IFRIC 15, ‘Agreements for construction of real estates’ (effective from 1 January 2009). The interpretation clarifies whether IAS 18, ‘Revenue’, or IAS 11, ‘Construction contracts’, should be applied to particular transactions. It is likely to result in IAS 18 being applied to a wider range of transactions. IFRIC 15 is not relevant to the Group’s operations as all revenue transactions are accounted for under IAS 18 and not IAS 11. • IFRIC - Int 17 - 'Distributions of non-cash assets to owners’ (effective from 1 July 2009). This interpretation applies to non-reciprocal distributions of non-cash assets (or with a cash alternative) except for common control transactions and clarifies that: – a dividend payable shall be recognised when the dividend is appropriately authorised and is no longer at the discretion of the entity. – the dividend payable shall be measured at the fair value of the assets to be distributed. – the difference between the dividend paid and the carrying amount of the assets distributed shall be recognised in profit or loss. IFRIC 17 is not relevant to the Group's operations because none of the Group's companies have distributed non-cash assets to owners. 64 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) A Basis of preparation (continued) (d) Amendments and interpretations to existing standards that are not yet effective and not relevant for the Group’s operations (continued) • IFRS 8, ‘Operating segments’, (effective from 1 January 2009). IFRS 8 replaces IAS 14, ‘Segment reporting’, and aligns segment reporting with the requirements of the US standard SFAS 131, ‘Disclosures about segments of an enterprise and related information’. The new standard requires a ‘management approach’, under which segment information is presented on the same basis as that used for internal reporting purposes. The Group will apply IFRS 8 from 1 January 2009 and it appears likely that it does not have any impact on the Group’s accounts. • IAS 16 (Amendment), ‘Property, plant and equipment’ (and consequential amendment to IAS 7, ‘Statement of cash flows’) (effective from 1 January 2009). The amendment is part of the IASB’s annual improvements project published in May 2008. Entities whose ordinary activities comprise renting and subsequently selling assets present proceeds from the sale of those assets as revenue and should transfer the carrying amount of the asset to inventories when the asset becomes held for sale. A consequential amendment to IAS 7 states that cash flows arising from purchase, rental and sale of those assets are classified as cash flows from operating activities. The amendment will not have an impact on the Group’s operations because none of the Group’s companies’ ordinary activities comprise renting and subsequently selling assets. • IFRIC 16, ‘Hedges of a net investment in a foreign operation’ (effective from 1 October 2008). IFRIC 16 clarifies the accounting treatment in respect of net investment hedging. This includes the fact that net investment hedging relates to differences in functional currency not presentation currency, and hedging instruments may be held anywhere in the group. The requirements of IAS 21, ‘The effects of changes in foreign exchange rates’, do apply to the hedged item. The Group will apply IFRIC 16 from 1 January 2009. It is not expected to have a material impact on the Group’s financial statements. • IAS 32 (Amendment), ‘Financial instruments: Presentation’, and IAS 1 (Amendment), ‘Presentation of financial statements’ – ‘Puttable financial instruments and obligations arising on liquidation’ (effective from 1 January 2009). The amended standards require entities to classify puttable financial instruments and instruments, or components of instruments that impose on the entity an obligation to deliver to another party a pro rata share of the net assets of the entity only on liquidation as equity, provided the financial instruments have particular features and meet specific conditions. The Group will apply the IAS 32 and IAS 1(Amendment) from 1 January 2009. It is not expected to have any impact on the Group’s financial statements. • IFRIC 18, 'Transfers of Assets from Customers' (effective for transfers on or after 1 July 2009). It clarifies that an asset received from a customer should be recognised initially at fair value, and the related income should be recognised immediately or if there is a future service obligation, over the relevant service period. This Interpretation also applies to cash received from a customer for the acquisition or construction of an asset. IFRIC 18 is not relevant to the Group's operations because none of the Group's companies have received any assets nor cash from customers. 65 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) B Consolidation (1) Subsidiaries Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement. Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. (2) Transactions with minority interests The Group applies a policy of treating transactions with minority interests as transactions with equity owners of the Group. For purchases from minority interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to minority interests are also recorded in equity. (3) Associates Associates are all entities over which the Group has significant influence but not control. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost. The Group’s investment in associates includes goodwill identified on acquisition, net of any accumulated impairment loss. See Note 2 H for the impairment of non-financial assets including goodwill. The Group’s share of its associates’ post-acquisition profits or losses is recognised in the income statement, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. 66 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) B Consolidation (continued) (3) Associates (continued) Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group. Dilution gains and losses arising in investment in associates are recognised in the income statement. C Segment Reporting The Group’s turnover and profit for the year ended 31 December 2008 were mainly derived from the manufacture and domestic sale of automobiles, related spare parts and components, and the principal assets employed by the Group are located in the PRC. Therefore, no additional business segment or geographical segment data is presented. D Foreign currency translation (1) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in Renminbi (“RMB”), which is the Company’s functional and the Group’s presentation currency. (2) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges. Foreign exchange gains and losses are presented in the income statement within ‘other income/(expenses)’. Changes in the fair value of monetary securities denominated in foreign currency classified as available for sale are analysed between translation differences resulting from changes in the amortised cost of the security and other changes in the carrying amount of the security. Translation differences related to changes in the amortised cost are recognised in profit or loss, and other changes in carrying amount are recognised in equity. Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets such as equities classified as available-for-sale are included in the available-for-sale reserve in equity. 67 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) E Property, plant and equipment Property, plant and equipment are stated at historical cost less accumulated depreciation and any impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition or construction of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Depreciation is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows: Buildings 35-40 years Plant and machinery 10-15 years Motor vehicles 6-10 years Moulds 5 years Others 5-7 years The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (Note 2 H). Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within ‘other income/(expenses) – net’ in the income statement. Assets under construction represent buildings under construction and plant and equipment pending installation, and are stated at cost. Costs include construction and acquisition costs. No provision for depreciation is made on assets under construction until such time as the relevant assets are completed and ready for intended use. When the assets concerned are brought into use, the costs are transferred to property, plant and equipment and depreciated in accordance with the policy as stated above. F Lease prepayment Lease prepayments represent upfront prepayments made for the land use rights, and are expensed in the income statement on a straight line basis over the period of the lease or when there is impairment; the impairment is expensed in the income statement. 68 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) G Intangible assets (1) Research and development Research expenditure is recognised as an expense as incurred. Costs incurred on development projects (relating to the design and testing of new or improved products) are recognised as intangible assets when the following criteria are fulfilled: (a) it is technically feasible to complete the intangible asset so that it will be available for use or sale; (b) management intends to complete the intangible asset and use or sell it; (c) there is an ability to use or sell the intangible asset; (d) it can be demonstrated how the intangible asset will generate probable future economic benefits; (e) adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are available; and (f) the expenditure attributable to the intangible asset during its development can be reliably measured. Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use on a straight-line basis over its useful life. No development costs were capitalised by the Group during the year ended 31 December 2008. (2) Technical know-how Technical know-how referred to after-sale management model are initially recorded at costs incurred to acquire and are amortised over the estimated useful lives of 6 years. H Impairment of non-financial assets Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. I Non-current assets held for sale Non-current assets are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell if their carrying amount is to be recovered principally through a sale transaction rather than through continuing use. 69 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) J Financial assets (1) Classification The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, held-to-maturity financial assets and available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. (a) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are classified as held for trading unless they are designated as hedges. Assets in this category are classified as current assets. (b) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. The group’s loans and receivables comprise ‘trade and other receivables’ and cash and cash equivalents in the balance sheet (Notes 2 M and 2 N ). (c) Held-to-maturity financial assets Held-to-maturity financial assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group’s management has the positive intention and ability to hold to maturity. If the Group were to sell other than an insignificant amount of held-to-maturity financial assets, the whole category would be tainted and reclassified as available for sale. Held-to-maturity financial assets are included in non-current assets, except for those with maturities less than 12 months from the balance sheet date, these are classified as current assets. (d) Available-for-sale financial assets Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date. (2) Recognition and measurement Regular purchases and sales of financial assets are recognised on the trade-date – the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in the income statement. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables and held-to-maturity financial assets are carried at amortised cost using the effective interest method. 70 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) J Financial assets (continued) (2) Recognition and measurement (continued) Gains or losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ category are presented in the income statement within ‘other income/(expenses) – net’ in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is recognised in the income statement as part of other income when the Group’s right to receive payments is established. Changes in the fair value of monetary securities denominated in a foreign currency and classified as available for sale are analysed between translation differences resulting from changes in amortised cost of the security and other changes in the carrying amount of the security. The translation differences on monetary securities are recognised in profit or loss, while translation differences on non-monetary securities are recognised in equity. Changes in the fair value of monetary and non-monetary securities classified as available for sale are recognised in equity. When securities classified as available for sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included in the income statement as ‘gains and losses from investment securities’. Interest on available for sale securities calculated using the effective interest method is recognised in the income statement as part of other income. Dividends on available for sale equity instruments are recognised in the income statement as part of other income when the Group’s right to receive payments is established. The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis and option pricing models, making maximum use of market inputs and relying as little as possible on entity-specific inputs. The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on equity instruments are not reversed through the income statement. Impairment testing of trade receivables is described in Note 2 M. K Derivative financial instruments and hedging activities Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group has no derivative instruments that qualifying for hedge accounting. Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are recognised immediately in the income statement. 71 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) L Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average cost method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity). It excludes borrowing costs. Net realisable value is the estimated selling prices in the ordinary course of business, less applicable variable costs of completion and distribution costs. M Trade and other receivables Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision made for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the income statement within “administrative expenses”. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against “administrative expenses” in the income statement. N Cash and cash equivalents Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet. O Share capital Share capital consists of “A” and “B” ordinary shares. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. P Trade payables Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Q Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. 72 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) R Current and deferred income tax The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised directly in equity. In this case, the tax is also recognised in equity. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred income tax is provided on temporary differences arising from investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. S Employee benefits (1) Pension obligations The Group contributes on a monthly basis to a defined contribution retirement scheme managed by the PRC government. The contribution to the scheme is charged to the income statement as and when incurred. The Group’s obligations are determined at a certain percentage of the salaries of the employees. In addition, the Group provides supplementary pension subsidies to certain qualified employees. Such supplementary pension subsidies are considered as under defined benefit plans. The liability recognised in the balance sheet in respect of these defined benefit plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, together with adjustments for unrecognised actuarial gains or losses and past service cost. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows according to the terms of the related pension liability. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to the income statement in the period in which they arise. 73 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) S Employee benefits (continued) (2) Housing fund and other benefits The Group’s full-time employees are entitled to participate in a state-sponsored housing fund. The fund can be used by the employees for the purchase of apartment accommodation, or may be withdrawn upon their retirement. The Group is required to make annual contributions to the state-sponsored housing fund equivalent to a certain percentage of the employees’ salaries. (3) Profit sharing and bonus plan The Group recognises a liability and expense for bonus plans based on a formula that takes into consideration the profit attributable to the Company’s shareholders. The Group recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation. T Provisions Provisions, mainly warranty costs, are recognised when: the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense. U Revenue recognition Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group’s activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after elimination sales within the Group. The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the Group’s activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. (1) Sales of goods Revenue from the sale of goods is recognised when significant risks and rewards of ownership of the goods are transferred to the customer, and the customer has accepted the products and collectability of the related receivables is reasonably assured. 74 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 2 Summary of significant accounting policies (continued) U Revenue recognition (continued) (2) Interest income Interest income is recognised on a time-proportion basis, taking account of the principal outstanding and the effective rate over the period to maturity, when it is determined that such income will accrue to the Group. (3) Rental income Rental income is recognised on an accruals basis in accordance with the substance of the relevant agreements. V Leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease. The Group leases certain property, plant and equipment. Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease’s commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset and the lease term. W Dividend distribution Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s financial statements in the period in which the dividends are approved by the Company’s shareholders. X Government grants Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants relating to costs are deferred and recognised in the income statement over the period necessary to match them with the costs they are intended to compensate. Government grants not relating to future costs are recognised on receipt basis. Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to the income statement on a straight line basis over the expected lives of the related assets. 75 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 3 Financial risk management 3.1 Financial risk factors The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. Risk management is carried out by Finance Department under policies approved by the Board of Directors. (1) Market risk (a) Currency risk The Group is not significantly exposed to foreign exchange risk as all of its assets and liabilities are denominated in RMB except for an insignificant amount of bank deposits and borrowings which are denominated in U.S. dollar, UK pound and Japanese Yen. (b) Cash flow and fair value interest rate risk The Group’s income and operating cash flows are substantially independent of changes in market interest rates. As at 31 December 2008, substantially all of its bank deposits and borrowings were at fixed rate. The Group has not used any interest rate swaps to hedge its exposure to interest rate risk. As at 31 December 2008, if the interest rate of the Group’s bank deposits had been increased/decreased by 10% and all other variables were held constant, the Group’s net profit and owners’ equity would increase/decrease by RMB3,694,000 for the year ended 31 December 2008. As at 31 December 2008, if the interest rate of the Group’s bank borrowings had been increased/decreased by 10% and all other variables were held constant, the Group’s net profit and owners’ equity would decrease/increase by RMB201,000 for the year ended 31 December 2008. (2) Credit risk The Group does not have a significant exposure to any individual customer or counterparty. As at 31 December 2008, the Group had cash deposits of approximately RMB75,238,000 (2007: RMB85,770,000) placed with Jiangling Motor Group Finance Company (“JMCF”), which is a non-bank financial institution and a subsidiary of JMCG (Note 13). The Group’s other bank deposits are deposited in major banks which are state-owned entities incorporated in the PRC. Management believes all these financial institutions have high credit quality without significant credit risk. As at 31 December 2008, notes receivable were all bank acceptance notes issued by reputable banks in the PRC, which is considered by management without significant credit risk. 76 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 3 Financial risk management (continued) 3.1 Financial risk factors (continued) (2) Credit risk (continued) All the Group’s trade and other receivables have no collateral. However, the Group has policies in place to ensure that sales are made to customers with appropriate credit history and the Group performs periodic credit evaluations of its customers. The Group assesses the credit quality of each customer by taking into account its financial position, past experience and other factors. Credit limit and terms are reviewed on periodic basis, and the financial department is responsible for such monitoring procedures. In determining whether allowance for bad and doubtful debts is required, the Group takes into consideration the aging status and the likelihood of collection. In this regards, the directors of the Company are satisfied that the risks is minimal as all customers have no default in the past and adequate allowance for doubtful debts, if any, has been made in the financial statements after assessing the collectability of individual debts. Further quantitative disclosures in respect of the impairment of trade and other receivables are set out in Note 12. (3) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, the Group aims to maintain flexibility in funding by keeping committed credit lines available. Management monitors the Group’s undrawn borrowing facility (Note 16) and cash and cash equivalents (Note 13) on the regular basis of expected cash flow. The maturity analysis of borrowings that shows the remaining contractual maturities is disclosed in Note 16. Generally there is no specific credit period granted by the suppliers but the related trade payables are normally expected to be settled within one year after receipt of goods or services. The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances, as the impact of discounting is not significant. Less than 1 Between 1 and Between 2 Over 5 years year 2 years and 5 years RMB ‘000 RMB ‘000 RMB ‘000 RMB ‘000 At 31 December 2008 Bank borrowings - Principals 39,117 448 1,343 6,265 - Interests 906 119 317 681 Trade and other payables 1,580,530 - - - 1,620,553 567 1,660 6,946 At 31 December 2007 Bank borrowings - Principals 40,088 478 1,435 7,175 - Interests 880 135 361 834 Trade and other payables 2,268,798 - - - 2,309,766 613 1,796 8,009 77 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 3 Financial risk management (continued) 3.2 Capital risk management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio. This ratio is calculated as borrowings divided by total capital. Total capital is calculated as equity, as shown in the consolidated balance sheets, plus borrowings. The Group aims to maintain the gearing ratio at a reasonable level. The gearing ratios at 31 December 2008 and 2007 were as follows: 31 December 2008 31 December 2007 RMB’000 RMB’000 Total borrowings 47,173 49,176 Total equity 4,151,090 3,615,289 Total capital 4,198,263 3,664,465 Gearing ratio 1.12% 1.34% 3.3 Fair value estimation The carrying amounts of the Group’s financial assets including cash and cash equivalents, deposits in approved financial institutions, trade and other receivables and financial liabilities including trade and other payables, short-term borrowings, approximate their fair values due to their short maturities. The face values less any estimated credit adjustments for financial assets and liabilities with a maturity of less than one year are assumed to approximate their fair values. In assessing the fair value of non-traded financial instruments, the Group uses a variety of methods and makes assumptions that are based on market conditions existing at the balance sheet date. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate available to the Group for similar financial instruments. 4 Critical accounting estimates and judgements Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 78 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 4 Critical accounting estimates and judgements (continued) 4.1 Critical accounting estimates and assumptions The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. (1) Provisions The Group provides warranties on automobile and undertakes to repair or replace items that fail to perform satisfactorily based on certain pre-determined conditions. Management estimates the related warranty claims based on historical warranty claim information including level of repairs and returns as well as recent trends that might suggest that past cost information may differ from future claims. Factors that could impact the estimated claim information include the success of the Group’s productivity and quality controls, as well as parts and labour costs. Any increase or decrease in the provision would affect profit or loss in future years. (2) Pension benefits The present value of the pension obligations depend on a number of factors that are determined on an actuarial basis using a number of assumptions. Any changes in these assumptions will impact the carrying amount of pension obligations. The Group determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to determine the present value of estimated future cash outflows expected to be required to settle the pension obligations. In determining the appropriate discount rate, the Group considers the interest rates of government bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related pension liability. Other key assumptions for pension obligations are based in part on current market conditions. Additional information is disclosed in Note 17. 79 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 4 Critical accounting estimates and judgements (continued) 4.1 Critical accounting estimates and assumptions (continued) (3) Taxation The Group is subject to various taxes in the PRC, e.g. profit tax, value added tax, consumption tax, etc. Significant judgment is required in determining the provision for these taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from amounts that were initial recorded, such differences will impact the tax provisions in the period such determination is made. Deferred income tax assets relating to certain temporary differences are recognised as management considers it is probable that future taxable profit will be available against which the temporary differences can be utilised. Where the expectation is different from the original estimate, such differences will impact the recognition of deferred tax assets and tax in the periods in which such estimate is changed. As at 31 December 2008, the Group has deferred tax assets in the amount of approximately RMB105,233,000. To the extent that it is probable that taxable profit will be available against which the deductible temporary differences will be utilised, deferred tax assets are recognised for temporary differences arising from impairment provisions taken on inventory and receivables, accrued expenses and retirement benefit obligations. Should the Group be required to increase the tax rate, every 1% increment in tax rate would render a further write up of deferred tax asset in the amount of approximately RMB5,133,000. 5 Change in accounting policy and its effect The Group prepares its statutory accounts according to Accounting Standards for Business Enterprises issued by the Ministry of Finance of the People’s Republic of China on 15 February 2006 (the “CAS (2006)”). The CAS (2006) requires to recognise the Foreign Enterprise Income Tax (“FEIT”) reduction in relation to the purchase of domestically produced equipment with the income tax liabilities upon the receipt of the notices from tax bureau for approval of income tax reduction, while FEIT reduction is recorded as deferred income and recognised as income on straight-line basis over the expected lives of the related assets under IFRS. Financial information prepared under the CAS (2006) was used for the Group’s budget preparation, operation analysis and administrative decision-making. Accordingly, applying the accounting policy under the CAS (2006) can provide reliable and more relevant information about the effects of FEIT reduction in relation to the purchase of domestically produced equipment on the Group's financial position and financial performance. Starting from 2008, the Group has voluntarily changed the accounting policy to recognise the FEIT reduction in relation to the purchase of domestically produced equipment with the income tax liabilities upon the receipt of the notices from tax bureau for approval of income tax reduction. As a result of this new policy, which has been applied retrospectively, the Group’s profit after tax for the year ended 31 December 2008 has increased by Rmb18,244,000 as a result of recognising the deferred income in full and the recognition of FEIT reduction entitled during the year and the Group’s equity as at 31 December 2008 has increased by Rmb50,038,000. 80 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 5 Change in accounting policy and its effect (continued) The effect of the above change in accounting policy on the profit and equity attributable to the equity holders of the Company for 2007 and prior year are summarised as follows: Attributable to the equity holders of the Company Equity as at 31 Equity as at 1 Earnings per Profit for 2007 December 2007 January 2007 share for 2007 Rmb’000 Rmb’000 Rmb’000 Rmb’000 As previously reported 753,445 3,496,128 3,001,647 0.873 Effect on the change in accounting policy in respect of FEIT reduction in relation to the purchase of domestically produced equipment 3,147 31,791 28,644 Less: attributable to minority interests 121 (929) (1,050) As restated 756,713 3,526,990 3,029,241 0.877 The impact on the balance sheet as at 31 December 2007 and income statement for the year then ended in respect of the change in accounting policy is set out as below: As previously reported Adjustment As restated Rmb’000 Rmb’000 Rmb’000 Balance sheet Deferred income 31,791 (31,791) - Income statement Cost of sales (6,355,766) (3,680) (6,359,446) Income tax expense (91,825) 6,827 (84,998) (6,447,591) 3,147 (6,444,444) 81 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 6 Property, plant and equipment Plant and Motor Buildings Machinery Vehicles Moulds Others RMB’000 RMB’000 RMB’000 RMB’000 RMB’00 At 1 January 2007 Cost 626,590 1,696,579 53,667 616,446 749,32 Accumulated depreciation and impairment (138,565) (1,117,914) (29,493) (553,307) (521,188 Net book amount 488,025 578,665 24,174 63,139 228,13 Year ended 31 December 2007 Opening net book amount 488,025 578,665 24,174 63,139 228,13 Additions - - - - 1,40 Transfers 31,538 117,471 7,218 89,713 142,65 Disposals (2,880) (1,142) (86) - (626 Other deduction - - - - Impairment charge - (56) - - (278 Depreciation charge (Note 21,28) (15,114) (98,245) (5,520) (28,420) (72,359 Closing net book amount 501,569 596,693 25,786 124,432 298,92 At 31 December 2007 Cost 654,535 1,806,859 59,923 706,159 886,34 Accumulated depreciation and impairment (152,966) (1,210,166) (34,137) (581,727) (587,415 Net book amount 501,569 596,693 25,786 124,432 298,92 Year ended 31 December 2008 Opening net book amount 501,569 596,693 25,786 124,432 298,92 Additions - - - - 71 Transfers 53,683 264,784 11,911 249,906 193,54 Disposals (18,877) (615) (1,080) - (479 Other deduction - - - (239) Impairment charge - (45) - - (474 Depreciation charge (Note 21,28) (16,102) (63,758) (6,064) (71,360) (74,192 Closing net book amount 520,273 797,059 30,553 302,739 418,03 At 31 December 2008 Cost 682,944 2,056,176 66,936 955,826 1,057,65 Accumulated depreciation and impairment (162,671) (1,259,117) (36,383) (653,087) (639,619 Net book amount 520,273 797,059 30,553 302,739 418,03 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 6 Property, plant and equipment (continued) For the year ended 31 December 2008, depreciation expense of approximately RMB201,700,000 (2007: RMB194,216,000) was charged in cost of sales, RMB1,700,000 (2007: RMB1,845,000) in distribution costs and RMB28,076,000 (2007: RMB23,597,000) in administrative expenses. 7 Lease prepayment Lease prepayments represent the Group’s interests in land which are held on leases of 50 years. The movement is as follows: 31 December 2008 31 December 2007 RMB’000 RMB’000 Opening net book amount 139,813 143,289 Addition 171,324 - Disposals (14,848) - Amortisation charge (Note 21,28) (5,373) (3,476) Closing net book amount 290,916 139,813 Cost 327,889 175,560 Accumulated amortisation (36,973) (35,747) Net book amount 290,916 139,813 All amortisation expense was charged in administrative expenses. 83 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 8 Intangible assets After-sale management model Software Other Total RMB’000 RMB’000 RMB’000 RMB’000 Year ended 31 December 2007 Opening net book amount 35,438 - 1,533 36,971 Addition - 5,632 - 5,632 Amortisation charge (Note 21, 28) (6,164) (185) (267) (6,616) Closing net book amount 29,274 5,447 1,266 35,987 At 31 December 2007 Cost 36,978 5,632 1,600 44,210 Accumulated amortisation (7,704) (185) (334) (8,223) Net book amount 29,274 5,447 1,266 35,987 Year ended 31 December 2008 Opening net book amount 29,274 5,447 1,266 35,987 Addition - 7,891 - 7,891 Amortisation charge (Note 21, 28) (6,162) (1,769) (267) (8,198) Closing net book amount 23,112 11,569 999 35,680 At 31 December 2008 Cost 36,978 13,523 1,600 52,101 Accumulated amortisation (13,866) (1,954) (601) (16,421) Net book amount 23,112 11,569 999 35,680 For the year ended 31 December 2008, amortisation expense of approximately RMB8,027,000 (2007: RMB6,604,000) was charged in administrative expenses and RMB171,000 in distribution costs (2007: 12,000). 84 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 9 Investments in associate (a) Movement of investment in associate is set out as follows: 31 December 2008 31 December 2007 RMB’000 RMB’000 At beginning of the year 17,764 16,120 Share of profit (Note 28) 5,316 7,257 Dividends receivables (6,944) - Dividends received - (5,613) At end of the year 16,136 17,764 In March 1996, the Company entered into a Sino-foreign equity joint venture agreement with Visteon International Holding Co., Ltd. (“Visteon”) to form Jiangxi Fuchang Climate Systems Co., Ltd. (“Jiangxi Fuchang”). The tenure of Jiangxi Fuchang is 30 years, and its principal activities include manufacture and sale of air-conditioners and spare parts for motor vehicles. On 1 June 2008, Visteon transferred its equity interests of Jiangxi Fuchang to Visteon Motor Climate Control Holding (Hong Kong) Co., Ltd. (“Visteon Hong Kong”), a subsidiary of Visteon, and Jiangxi Fuchang was renamed as Visteon Climate Control (Nanchang) Co., Ltd. (“Visteon Climate Control Nanchang”). Visteon Climate Control Nanchang has a registered capital of USD5.6 million, of which Visteon Hong Kong has an 80.85% interest and the Company has the remaining 19.15% interest. As the Company has 2 out of 6 seats in the board, Visteon Climate Control Nanchang is regarded as a 19.15% owned associate of the Company. (b) The Group’s share of assets, liabilities, revenue and results of its associates are as follows: 31 December 2008 31 December 2007 RMB’000 RMB’000 Total assets 22,159 25,864 Total liabilities (6,023) (8,100) Net assets 16,136 17,764 Year ended 31 December 2008 2007 RMB’000 RMB’000 Revenue 33,039 39,034 Profit for the year 5,316 7,257 85 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 10 Deferred income tax assets Deferred income taxes are calculated in full on temporary differences under the liability method using applicable tax rate as stated in the following. In March 2007, the PRC Government passed the China Corporate Income Tax Law (“CIT Law”). Under the CIT Law, the enterprise income tax (“EIT”) for domestic invested enterprises and foreign invested enterprises are combined into one and the new EIT rate is 25%, which has become effective on 1 January 2008. The new EIT rate of 25% is gradually effective in a 5 years period for enterprises. According to the Notice of enterprise income tax rate transition regulation issued by the State Council of the PRC, the Group applied 18% EIT rate in 2008, 20% in 2009, 22% in 2010, 24% in 2011 and 25% in 2012. The movement on the deferred income tax assets account is as follows: 31 December 2008 31 December 2007 RMB’000 RMB’000 At beginning of the year 107,902 74,814 Credit to income statement (Note 25) (2,669) 33,088 At end of the year 105,233 107,902 Depreciation Provision for Retirement of property, impairment of benefits Accrued plant and assets obligation expenses equipment Others Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 At 1 January 2007 4,634 9,446 51,353 6,237 3,144 74,814 Credited/(charged) to the income statement 777 4,517 19,312 3,533 4,949 33,088 At 31 December 2007 5,411 13,963 70,665 9,770 8,093 107,902 Credited/(charged) to the income statement (2,883) 623 1,151 903 (2,463) (2,669) At 31 December 2008 2,528 14,586 71,816 10,673 5,630 105,233 The amounts shown in the balance sheet include the followings: 31 December 2008 31 December 2007 RMB’000 RMB’000 Deferred tax assets to be recovered after more than 12 months 15,083 15,016 As at 31 December 2008, the subsidiary of the Group did not recognise deferred tax assets of RMB3,106,197 in respect of the FEIT reduction in relation to the purchase of domestically produced equipment amounting to RMB17,256,652, among which the amount of RMB2,128,823 will be expired at the end of 2011, the amount of RMB10,782,575 will be expired at the end of 2012 and the remaining RMB4,345,255 will be expired at the end of 2013, as management believes it is more than likely that such FEIT reduction would not be utilised before they expire. 86 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 11 Inventories 31 December 2008 31 December 2007 RMB’000 RMB’000 Raw materials 619,757 516,599 Work in progress 85,652 70,059 Finished goods 352,464 279,418 1,057,873 866,076 For the year ended 31 December 2008, the cost of inventories recognised as expenses and included in cost of sales amounted to approximately RMB6,642,141,000 (2007: RMB6,350,275,000). 12 Trade and other receivables 31 December 2008 31 December 2007 RMB’000 RMB’000 Trade receivables 168,077 260,626 Less: Provision for impairment of trade receivables (841) (1,303) Trade receivables – net 167,236 259,323 Notes receivables 220,609 310,387 Other receivables 42,749 18,206 Less: Provision for impairment of other receivables (60) (455) Other receivables – net 42,689 17,751 Prepayments 145,683 55,169 Dividends receivables 6,944 - 583,161 642,630 Refer to Note 31 for details of receivables from related parties. The carrying amounts of accounts receivable approximate their fair values. As at 31 December 2008, trade and other receivables of approximately RMB901,000 (2007: RMB1,758,000) were impaired and provided for. Movement on the provision for impairment of trade and other receivables is as follows: 31 December 2008 31 December 2007 RMB’000 RMB’000 At beginning of the year (1,758) (1,666) Reversal /( provision) for impairment of receivables 641 (92) Receivables written-off during the year as uncollectible 216 - At end of the year (901) (1,758) 87 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 12 Trade and other receivables (continued) Trade receivables that are past due are not considered impaired except the amount of approximately RMB901,000. As at 31 December 2008, trade receivables of RMB3,113,000 (2007: RMB7,025,000) were past due but not impaired. The aging analysis of these trade receivables is as below: 31 December 2008 31 December 2007 RMB’000 RMB’000 Up to three months 3,113 7,025 The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security. 13 Cash and cash equivalents 31 December 2008 31 December 2007 RMB’000 RMB’000 Cash at bank and in hand 662,474 1,011,923 Short-term bank deposits (a) 849,134 1,094,989 1,511,608 2,106,912 As at 31 December 2008, the Group had cash deposits of approximately RMB75,238,000 (2007: RMB85,770,000) placed with Jiangling Motor Group Finance Company (“JMCF”) (Note 31 (iii)). The interest rates range from 0.05% to 1.71% per annum (2007: 0.72% to 2.61%). JMCF, a non-bank financial institution, is a subsidiary of JMCG. (a) Short-term bank deposits can be withdrawn at the discretion of the Group without any restriction and significant loss. 14 Share capital Number of Tradable shares Total shares “A” shares “B” shares (thousands) Restricted Non-restricted RMB’000 RMB’000 RMB’000 RMB’000 Year ended 31 December 2007 Balance at 1 January 2007 863,214 401,620 117,594 344,000 863,214 Transfer - (84,927) 84,927 - - Balance at 31 December 2007 863,214 316,693 202,521 344,000 863,214 Year ended 31 December 2008 Balance at 1 January 2008 863,214 316,693 202,521 344,000 863,214 Transfer - (45,321) 45,321 - - Balance at 31 December 2008 863,214 271,372 247,842 344,000 863,214 All the “A” and “B” shares are registered, issued and fully paid ordinary shares of RMB1 each. All the “A” and “B” shares rank pari passu in all respects. 88 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 14 Share capital (continued) In January 2006, the Company implemented the share reform scheme (the “Share Reform Scheme”) in accordance with relevant PRC regulations after which the Company’s shares would become tradable in the stock market. With the approval from State-Owned Assets Supervision and Administration Committee of Guozichanquan [2006] No. 36, the shareholders of the Company approved the Share Reform Scheme on 16 January 2006. On 25 January 2006, the change on the nature of the shares relating to the Share Reform Scheme was approved by the Ministry of Commerce of the PRC of Shangzipi [2006] No. 387. According to the Share Reform Scheme, registered tradable A-share shareholders of the Company as at 13 February 2006 received cash consideration of RMB13.40 per 10 shares on 14 February 2006, and subsequently these previously non-tradable A shares became tradable with conditions. 15 Other reserves Statutory surplus reserve fund (a) Reserve fund Others (b) Total RMB’000 RMB’000 RMB’000 RMB’000 At 1 January 2007 340,372 18,627 7,416 366,415 - Profit appropriation 75,916 - - 75,916 At 31 December 2007 416,288 18,627 7,416 442,331 - Profit appropriation 15,319 - - 15,319 At 31 December 2008 431,607 18,627 7,416 457,650 (a) In accordance with the relevant laws and regulations in the PRC and Articles of Association of the Company, it is required to appropriate 10% of its annual net profit, after offsetting any prior years’ losses as determined under the PRC Accounting Standards for Business Enterprises, to the statutory surplus reserve fund before distributing the net profit. When the balance of the statutory surplus reserve fund reaches 50% of the Company’s share capital, any further appropriation is at the discretion of shareholders. The statutory surplus reserve fund can be used to offset prior years’ losses, if any, and may be converted into share capital by issuing new shares to shareholders in proportion to their existing shareholders or by increasing the par value of the shares currently held by them. The fund is non-distributable except for liquidation situation. Pursuant to the Articles of Association of the Company, approximately RMB15,319,000 was appropriated to the statutory surplus reserve fund from the net profit for the year ended 31 December 2008 (2007: RMB75,916,000). As the balance of the statutory surplus reserve fund has reached 50% of the Company’s share capital after the above appropriation, there are no further appropriations to the statutory surplus reserve fund. (b) The Group owned 20% equity interests in Jiangxi Fujiang After-Sales Services Co., Ltd. (“Jiangxi Fujiang”) prior to 30 September 2006 and has been accounted for as an associate of the Group. On 30 September 2006, the Group acquired the remaining 80% equity interests in Jiangxi Fujiang. Thereafter, Jiangxi Fujiang became wholly owned by the Group. In this connection, the difference between the carrying amount of Jiangxi Fujiang and the attributable share of the fair value of Jiangxi Fujiang before this acquisition is recorded as "other reserve" in 2006. 89 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 16 Borrowings 31 December 2008 31 December 2007 RMB’000 RMB’000 Current Bank borrowings - secured (a) 448 478 - unsecured 38,669 39,610 39,117 40,088 Non-current Bank borrowings - secured (a) 8,056 9,088 Total borrowings 47,173 49,176 (a) Bank borrowings of USD1,244,199 (equivalent to approximately RMB8,504,000) (2007: USD1,309,683, equivalent to approximately RMB9,566,000) were guaranteed by JMCF (Note 31 (v)). The interest rate of bank borrowings is ranging from 1.50% to 6.99% per annum (2007: 1.50% to 6.10%). The fair value of borrowings approximates their carrying values. The maturity of non-current borrowings is as follows: 31 December 2008 31 December 2007 RMB’000 RMB’000 Between 1 and 2 years 448 478 Between 2 and 5 years 1,343 1,435 Over 5 years 6,265 7,175 8,056 9,088 The carrying amounts of the Group’s borrowings are denominated in the following currencies: 31 December 2008 31 December 2007 RMB’000 RMB’000 RMB 25,000 25,000 US dollar 22,173 24,176 47,173 49,176 The Group has the following undrawn borrowing facilities: 31 December 2008 31 December 2007 RMB’000 RMB’000 Fixed rate - Expiring within one year 1,156,138 154,774 90 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 17 Retirement benefits obligations The amount of early retirement and supplemental benefit obligations recognised in the balance sheet is as follows: 31 December 2008 31 December 2007 RMB’000 RMB’000 Present value of defined benefits obligations Defined benefit obligations 88,633 85,292 Unrecognised past service cost (2,727) (601) Liability on the balance sheet 85,906 84,691 The movement of early retirement and supplemental benefit obligations for the year ended 31 December 2008 is as follows: 31 December 2008 31 December 2007 RMB’000 RMB’000 At beginning of the year 84,691 85,805 For the year -Current service cost 346 74 -Interest cost 3,501 2,933 -Payment (15,021) (15,547) -Past service cost 2,850 11,760 -Actuarial loss/(gains) 9,539 (334) At end of the year 85,906 84,691 Current 13,304 14,990 Non-current 72,602 69,701 85,906 84,691 The material actuarial assumptions used in valuing these obligations are as follows: (1) Discount rate adopted: 3.25% (2007: 4.5%) (2) The salary and supplemental benefits inflation rate of retiree, early-retiree and employee at post: 0% to 5% (2007: 0% to 5%) (3) Mortality: average life expectancy of residents in the PRC Based on the assessment and IAS 19, the Group estimated that, at 31 December 2008, a provision of RMB85,906,000 is sufficiently to cover all future retirement-related obligations. Obligation in respect of retirement benefits of RMB85,906,000 is the present value of the unfunded obligations, of which the current portion amounting to RMB13,304,000 (2007: RMB14,990,000) has been included under current liabilities. The sensitivity of the overall pension liability to changes in the weighted principal assumptions is: Change in assumption Impact on overall liability Discount rate Increase/decrease by 0.5% Decrease/increase by 3.2% Inflation rate Increase/decrease by 0.5% Increase/decrease by 2.9% Rate of mortality Increase/decrease by 1 year Decrease/increase by 1.1% 91 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 18 Warranty provisions The movement on the warranty provisions is as follows: 31 December 2008 31 December 2007 RMB’000 RMB’000 At beginning of the year 106,910 104,738 Charged for the year 66,101 81,271 Utilised during the year (73,932) (79,099) At end of the year 99,079 106,910 The above represents the warranty costs for repairs and maintenance, which are estimated based on present after-sale service policies and prior years’ experience on the incurrence of such cost. The warranty period is the sooner of two years and fifty thousand kilometres since the motor vehicles are sold to consumer. 19 Trade and other payables 31 December 2008 31 December 2007 RMB’000 RMB’000 Trade payables 1,024,072 1,440,693 Payroll and welfare payable 98,710 125,407 Dividend payables 4,930 4,567 Other payables 396,841 539,799 Provision related to distribution costs 55,977 158,332 1,580,530 2,268,798 During the year ended 31 December 2008, provision related to distribution costs of approximately Rmb117,708,000 have been reversed as the Group has no statutory obligation to pay such expenses. Refer to Note 31 for details of amount due to related parties. 20 Revenue The Group principally derives its turnover from the manufacture, assembly and sale of automobiles, related spare parts and components, and sales are made principally in the PRC. Revenue represents the total invoiced value of goods supplied to customers, net of value-added tax, returns and allowances. Accordingly, no segment information is presented. 92 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 21 Expenses by nature Year ended 31 December 2008 2007 RMB’000 RMB’000 (restated) Raw materials and consumables used 5,978,661 5,751,467 Employee benefit expenses (Note 22) 460,101 418,375 Depreciation on property, plant and equipment (Note 6,28) 231,476 219,658 Impairment charges of property, plant and equipment (Note 6,28) 519 334 Repairs and maintenance expenditure on property, plant and equipment 66,450 79,408 Research and development expenditure 275,368 259,678 Amortisation of lease prepayment (Note 7,28) 5,373 3,476 Amortisation of intangible assets (Note 8,28) 8,198 6,616 Impairment charges for inventory (Note 28) 9,018 2,050 (Reversal) / provision of receivables and other receivables (Note 28) (642) 80 Provision of warranty 66,101 81,271 Others 670,273 697,690 Total cost of sales, distribution costs and administrative expenses 7,770,896 7,520,103 22 Employee benefit expenses Year ended 31 December 2008 2007 RMB’000 RMB’000 Wages and salaries 348,096 323,135 Social security costs 26,875 19,876 Pension costs − defined contribution plans 30,277 27,741 Pension costs − defined benefit plan (Note 17) 16,236 14,433 Others 38,617 33,190 460,101 418,375 The employees of the Group participated in a retirement benefit plan organised by the municipal and provincial governments under which the Group was required to make defined contributions monthly to this plan. In addition, the Group also paid certain pension subsidies to certain retired employees. In accordance with the Group’s early retirement programs, the Group was also committed to make periodic benefit payments to certain early-retired employees until they reach their legal retirement ages. 93 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 23 Other income Year ended 31 December 2008 2007 RMB’000 RMB’000 Government grants (a) 164,417 - Others 2,910 8,732 167,327 8,732 (a) In June 2008, the Group received unconditional grants of approximately RMB164,417,000 from the local government of Xiaolan Economic Development Zone of Nanchang city in compensation of the Group’s expenditures on research and development of new products. Such amounts are considered to be government grants relating to expenses and credited in the consolidated income statements. 24 Finance income and cost Year ended 31 December 2008 2007 RMB’000 RMB’000 (a) Finance income Interest income on bank deposits 45,045 45,325 Interest income on credit sales 14,898 11,014 59,943 56,339 (b) Finance cost Interest expense on bank loans (2,446) (4,617) Bank charges (952) (751) (3,398) (5,368) Net finance income 56,545 50,971 25 Taxation (a) Enterprise income tax (“EIT”) Under the CIT Law passed in March 2007, the EIT for domestic enterprises and foreign invested enterprises are combined into one and the new EIT rate is 25%, which has became effective on 1 January 2008. The new EIT rate of 25% will be gradually effective in a 5 years periods, the Group applicable tax rate was stated in Note 10. For the year ended 31 December 2008, the Group applicable EIT rate is 18%. The amounts of income tax expense charged to the income statements represented: Year ended 31 December 2008 2007 RMB’000 RMB’000 (restated) Current tax (102,350) (118,086) Deferred tax (Note 10) (2,669) 33,088 (105,019) (84,998) 94 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 25 Taxation (continued) (a) Enterprise income tax (“EIT”) (continued) The difference between the actual income tax charge in the income statements and the amounts which result from applying the enacted tax rate to profit before income tax can be reconciled as follows: Year ended 31 December 2008 2007 RMB’000 RMB’000 (restated) Profit before tax 899,784 857,198 Tax calculated at a tax rate of 18% (2007: 15%) (161,961) (128,580) Tax concessions 24,284 13,206 Expense not deductible for tax purposes (2,081) (606) Income not subject to tax 25,090 10,344 Effect of different tax rates applied for the periods in which the temporary differences are expected to reverse 9,649 20,638 Tax charge (105,019) (84,998) (b) Value-added tax (“VAT”) Output VAT is levied at a general rate of 17% on the selling price of goods. Input VAT paid on purchase of goods can be used to offset the output VAT to determine the net VAT payable. (c) Consumption Tax (“CT”) The Group’s automobile sale is subject to CT at 5% on the selling price of goods. 26 Earnings per share Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year. Year ended 31 December 2008 2007 (restated) Profit attributable to equity holders of the Company (RMB ‘000) 782,356 756,713 Weighted average number of ordinary shares in issue (thousands) 863,214 863,214 Basic earnings per share 0.91 0.88 Diluted earnings per share equals to basic earnings per share as there were no dilutive potential ordinary shares outstanding during the year ended 31 December 2008. 95 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 27 Dividends A final dividend for 2007 of RMB258,964,000 (RMB0.3 per share) was paid in 2008. A final dividend for 2008 of RMB 3 per ten shares, amounting to a total dividend of RMB 258,964,200 is to be proposed at the Directors’ Meeting on 16 March 2009, and such dividend is to be approved by the shareholders at the Annual General Meeting. These financial statements do not reflect this dividend payable. 28 Cash generated from operations Year ended 31 December 2008 2007 RMB’000 RMB’000 (restated) Profit before tax 899,784 857,198 Depreciation (Note 6,21) 231,476 219,658 Amortisation of lease prepayment (Note 7,21) 5,373 3,476 Amortisation of intangible assets (Note 8,21) 8,198 6,616 Impairment charge of PPE (Note 6,21) 519 334 (Reversal)/impairment of receivables and other receivables (Note 21) (642) 80 Impairment for write-down of inventory (Note 21) 9,018 2,050 Loss/(gain) on disposals of PPE and lease prepayment 65 (1,217) Interest expense (Note 24) 3,398 5,368 Interest income (Note 24) (59,943) (56,339) Net foreign exchange transaction gain (2,520) (4,369) Share of profit of associates (Note 9) (5,316) (7,257) Invest income of held-to-maturity investment (600) (1,456) Changes in working capital: - Increase in inventories (209,779) (279,403) - Decrease/(increase) in trade and other receivables 96,095 (202,447) - (Decrease)/increase in warranty provisions (7,831) 2,172 - (Decrease)/increase in trade and other payables (653,116) 427,968 - Increase/(decrease) in pensions and other retirement benefits 1,215 (1,114) Cash generated from operations 315,394 971,318 In the cash flow statement, proceeds from disposal of PPE and lease prepayment comprise: Year ended 31 December 2008 2007 RMB’000 RMB’000 Net book amount 35,899 4,734 (Loss)/gain on disposal of PPE and lease prepayment (65) 1,217 Proceeds from disposal of property, plant and equipment 35,834 5,951 96 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 29 Contingencies At 31 December 2008, the Group did not have any significant contingent liabilities. 30 Commitments Capital commitments Capital expenditure contracted for at the balance sheet date but not recognised in the financial statements are as follows: 31 December 2008 31 December 2007 RMB’000 RMB’000 Contracted but not provided for: Purchases of buildings, plant and machinery 430,000 198,900 31 Related party transactions Related parties are those parties that have the ability to control the other party or exercise significant influence in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Jiangling Motor Holdings Company Limited (“Jiangling Holdings”), which owns 41.03% of the Company’s shares, and Ford, which owns 30% of the Company’s shares, are major shareholders of the Company as at 31 December 2008. In addition, Chongqing Changan Automobile Corporation Ltd. (“Changan Auto”) and JMCG hold 50% equity interest of Jiangling Holdings, respectively. The following is a summary of the significant transactions carried out between the Group, its associates, Changan Auto and its subsidiaries, JMCG and its subsidiaries, Ford and its subsidiaries in the ordinary course of business during the year ended 31 December 2008: 97 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 31 Related party transactions (continued) For the year ended 31 December 2008, related parties, other than the subsidiary, and their relationship with the Group are as follow: Name of related Party Relationship JMCG Shareholder of Jiangling Holdings; the same Chairman as the Company’s Ford Motor (China) Co., Ltd. Subsidiary of Ford Ford Trading Company Subsidiary of Ford Ford Motor Research & Engineering (Nanjing) Co., Ltd. Subsidiary of Ford Ford Global Technologies, LLC Subsidiary of Ford Ford Otosan Company Subsidiary of Ford Ford Motor Company of Australia Limited Subsidiary of Ford JMCG Interior Trim Factory Subsidiary of JMCG Jiangxi JMCG Industrial Co. Subsidiary of JMCG JMCG Construction & Development Co. Subsidiary of JMCG JMCG Property Co. Subsidiary of JMCG Jiangxi Jiangling Chassis Company Subsidiary of JMCG Jiangling Material Co. Subsidiary of JMCG Land Wind Sales Company Subsidiary of Jiangling Holdings JMCG Import & Export Co., Ltd. Subsidiary of JMCG Nanchang Gear Co., Ltd. Subsidiary of JMCG Jiangling-Lear Interior Trim Factory Subsidiary of JMCG Nanchang Jiangling Hua Xiang Auto Components Co. Subsidiary of JMCG Jiangxi Specialty Vehicles Jiangling Motors Group Co., Ltd. (formerly as JMCG Modification Factory) Subsidiary of JMCG JMCF Subsidiary of JMCG Jiangling Metal Casting Co. Subsidiary of JMCG JMCG Special Purpose Vehicle Plant Subsidiary of JMCG Jiangling Auto Component Co. Subsidiary of JMCG Jiangxi Jiangling Material Utilization Co., Ltd. Subsidiary of JMCG JMCG Industry Co. Printing Plant Subsidiary of JMCG JMCG Industrial Co. Shangrao Motor parts Plant Subsidiary of JMCG JMCG Jiangxi Engineering Construction Co., Ltd. Subsidiary of JMCG Nanchang JMCG Xinchen Auto Component Co. Subsidiary of JMCG Jiangling New-power Auto manufacturing Co. Subsidiary of JMCG Jiangling Overseas Motors Sales&Service Co., Ltd. Subsidiary of JMCG JMCG Hequn Costume Co., Ltd. Associate of JMCG Nanchang JMCG Liancheng Auto Component Co. The same Chairman as the Company’s Visteon Climate Control Nanchang Associate of the Company GETRAG (Jiangxi) Transmission Company Joint venture of Ford, GETRAG Corporate Group and JMCG GETRAG Ford Transmissions Gmbh Joint venture of Ford and GETRAG Corporate Group Nanchang Baojiang Steel Processing Distribution Joint venture of JMCG and Shanghai Co., Ltd. Baogang International Economic Trade Co., Ltd 98 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 31 Related party transactions (continued) i) Purchases of goods, provision of services Purchase of goods Year ended 31 December 2008 2007 RMB’000 RMB’000 JMCG 140,501 338,418 Ford 245,410 286,991 JMCG Interior Trim Factory 244,471 232,949 Jiangxi Specialty Vehicles Jiangling Motors Group Co., Ltd. 82,243 86,411 Jiangxi JMCG Industrial Co. 98,707 35,650 Jiangling Material Co. 35,277 27,769 Visteon Climate Control Nanchang 106,672 125,667 Jiangxi Jiangling Chassis Company 288,446 283,231 Jiangling-Lear Interior Trim Factory 151,146 156,953 Jiangling Metal Casting Co. 12,836 16,507 Nanchang Gear Co., Ltd. 5,781 6,159 Nanchang Jiangling Hua Xiang Auto Components Co. 68,723 572 Jiangling Auto Component Co. 8,068 7,619 Ford Trading Company 116,844 17,332 JMCG Industrial Co. Shangrao Motor parts Plant 3,567 5,450 JMCG Industry Co. Printing Plant 2,035 2,109 JMCG Special Purpose Vehicle Plant 1,163 968 GETRAG (Jiangxi) Transmission Company 218,678 230,897 Ford Otosan Company 5,292 4,101 Nanchang JMCG Liancheng Auto Component Co. 56,995 32,018 JMCG Hequn Costume Co., Ltd. 4,413 2,502 GETRAG Ford Transmissions Gmbh 3,839 - Nanchang Baojiang Steel Processing Distribution Co., Ltd. 247,365 248 Nanchang JMCG Xinchen Auto Component Co. 5,532 20 Others 717 407 2,154,721 1,900,948 99 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 31 Related party transactions (continued) i) Purchases of goods, provision of services (continued) Provision of services and others Year ended 31 December 2008 2007 RMB’000 RMB’000 JMCG Import & Export Co., Ltd. - commission expenses 5,921 7,332 JMCG Construction & Development Co. - services 1,015 9,406 JMCG - services (a) 2,080 2,390 - rental expense 3,254 2,769 - other 125 128 Ford Otosan Company - services - 2,476 Ford Transmissions Gmbh - services - 2,450 Ford Motor (China) Co., Ltd. - services 1,658 747 Ford - services 22,413 27,896 JMCG Jiangxi Engineering Construction Co., Ltd. - services 31,827 46,423 Jiangling-Lear Interior Trim Factory - services - 2,524 GETRAG (Jiangxi) Transmission Company - services 10,500 11,500 Jiangxi JMCG Industrial Co. - services 11,416 5,657 JMCG Property Co. - services 1,739 1,275 Nanchang JMCG Liancheng Auto Component Co. - services 2,794 - Ford Motor Research & Engineering (Nanjing) Co., Ltd. - services 2,297 - Ford Motor Company of Australia Limited - services 1,448 - Others 2,509 1,855 100,996 124,828 (a) JMCG bears the middle school and primary school educational fees of existing employees and certain retired employees' expenses of the Group, and provides services such as cable television. The related costs were borne by the Group according to agreed percentages as determined by headcount ratio of the Group and JMCG. 100 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 31 Related party transactions (continued) i) Purchases of goods, provision of services (continued) Purchases of property, plant and equipment Year ended 31 December 2008 2007 RMB’000 RMB’000 Jiangling Overseas Motors Sales & Service Co., Ltd. 930 - Jiangxi Specialty Vehicles Jiangling Motors Group Co., Ltd. - 616 Others - 199 930 815 ii) Sales of goods and provision of services Sales of goods Year ended 31 December 2008 2007 RMB’000 RMB’000 JMCG Import & Export Co., Ltd. 608,329 653,717 JMCG Interior Trim Factory 36,041 47,040 JMCG Special Purpose Vehicle Plant 182 4,443 Jiangxi Specialty Vehicles Jiangling Motors Group Co., Ltd. 90,334 75,375 JMCG Property Co. 6,904 6,440 Jiangxi JMCG Industrial Co. 57,559 127,499 Jiangxi Jiangling Chassis Company 15,731 27,776 Nanchang Gear Co., Ltd. - 6,083 Nanchang Jiangling Hua Xiang Auto Components Co. - 4,111 Land Wind Sales Company 2,253 2,845 Jiangxi Jiangling Material Utilization Co., Ltd. 41,724 35,607 Jiangling Holdings 51,277 168,488 GETRAG (Jiangxi) Transmission Company 36,140 66,662 Nanchang JMCG Liancheng Auto Component Co. 11,863 10,767 Jiangling-Lear Interior Trim Factory 1,363 - Jiangling New-power Auto manufacturing Co. 3,598 - Others 1,973 1,858 965,271 1,238,711 Year ended 31 December Rental income 2008 2007 RMB’000 RMB’000 Jiangling Material Co. 132 132 Others 11 63 143 195 101 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 31 Related party transactions (continued) iii) Balances arising from sales/purchases of goods/services Trade receivables from related parties 31 December 2008 31 December 2007 RMB’000 RMB’000 Jiangxi JMCG Industrial Co. - 13,551 Jiangxi Specialty Vehicles Jiangling Motors Group Co., Ltd. 1,812 - Jiangling Holdings 471 24,041 Jiangxi Jiangling Material Utilization Co., Ltd. 2,322 3,148 Nanchang JMCG Liancheng Auto Component Co. 3,199 164 Jiangling New-power Auto manufacturing Co. 1,126 - Others 517 1,710 9,447 42,614 Notes receivables from related parties 31 December 2008 31 December 2007 RMB’000 RMB’000 Jiangxi Specialty Vehicles Jiangling Motors Group Co., Ltd. - 5,000 Other receivables from related parties 31 December 2008 31 December 2007 RMB’000 RMB’000 JMCG Import & Export Co., Ltd. 1,910 1,864 Others 600 6 2,510 1,870 Prepayment for purchasing of goods 31 December 2008 31 December 2007 RMB’000 RMB’000 Nanchang Baojiang Steel Processing Distribution Co., Ltd. 119,121 - JMCG Import & Export Co., Ltd. 10,616 16,262 129,737 16,262 Prepayment for construction in progress 31 December 2008 31 December 2007 RMB’000 RMB’000 JMCG Import & Export Co., Ltd. 3,789 595 JMCG Jiangxi Engineering Construction Co., Ltd. 1,800 3,006 Others - 475 5,589 4,076 102 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 31 Related party transactions (continued) iii) Balances arising from sales/purchases of goods/services (continued) Trade payables to related parties 31 December 2008 31 December 2007 RMB’000 RMB’000 JMCG Interior Trim Factory 48,027 41,598 Jiangxi Specialty Vehicles Jiangling Motors Group Co., Ltd. 48,894 31,764 Jiangling-Lear Interior Trim Factory 40,518 56,922 Visteon Climate Control Nanchang 22,614 34,958 JMCG 19,441 59,524 Jiangxi Jiangling Chassis Company 49,252 78,382 Nanchang Gear Co., Ltd. 1,634 1,525 Nanchang Jiangling Hua Xiang Auto Components Co. 17,217 572 Jiangling Metal Casting Co. 2,632 3,810 Jiangxi JMCG Industrial Co. 12,922 4,426 JMCG Industrial Co. Shangrao Motor parts Plant 587 1,400 Jiangling Auto Component Co. 1,284 2,405 JMCG Import & Export Co., Ltd. 1,984 1,271 Jiangling Material Co. 860 1,024 GETRAG (Jiangxi) Transmission Company 37,711 45,469 Nanchang JMCG Liancheng Auto Component Co. 14,466 10,697 Ford 7,171 81,963 Nanchang JMCG Xinchen Auto Component Co. 3,066 20 Others 770 567 331,050 458,297 Other payables to related parties 31 December 2008 31 December 2007 RMB’000 RMB’000 Ford 83,804 81,838 Ford Otosan Company 6,992 2,320 Ford Motor (China) Co., Ltd. 3,041 2,602 JMCG Import & Export Co., Ltd. 801 1,573 GETRAG (Jiangxi) Transmission Company 10,500 11,500 Getrag Ford Transmissions Gmbh - 2,286 JMCG Jiangxi Engineering Construction Co., Ltd. 5,584 6,317 Jiangling-Lear Interior Trim Factory - 1,464 Ford Motor Company of Australia Limited 1,448 - Ford Global Technologies,LLC 10,093 - Ford Motor Research & Engineering (Nanjing) Co., Ltd. 1,945 - Nanchang JMCG Liancheng Auto Component Co. 2,543 - Others 3,879 3,596 130,630 113,496 103 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 31 Related party transactions (continued) iii) Balances arising from sales/purchases of goods/services (continued) Advance form related parties 31 December 2008 31 December 2007 RMB’000 RMB’000 JMCG Import & Export Co., Ltd. 4,280 - Others 114 802 4,394 802 Cash deposit in related parties 31 December 2008 31 December 2007 RMB’000 RMB’000 JMCF (Note 13) 75,238 85,770 iv) Service fee paid to Ford, Ford Otosan Company and Jiangling Holdings for management staff Pursuant to an agreement among the Company, Ford, Ford Otosan Company and Ford Motor (China) Co., Ltd. in 2008, some employees of Ford, Ford Otosan Company and Ford Motor (China) Co., Ltd. were assigned to the Company as management staff. During the year ended 31 December 2008, the Company should pay approximately USD3,328,000 (equivalent to approximately RMB23,181,000), USD827,000 (equivalent to approximately RMB5,784,000) and RMB1,753,000 to Ford, Ford Otosan Company and Ford Motor (China) Co., Ltd. as service fee for these employees respectively. Pursuant to an agreement between the Company and Jiangling Holdings in January 2008, some employees of Jiangling Holdings were assigned to the Company as management staff. During the year ended 31 December 2008, the Company should pay approximately RMB619,000 to Jiangling Holdings as service fee for these employees. v) Guarantee As at 31 December 2008, bank loans of USD1,244,199 (equivalent to approximately RMB8,504,000) (2007: USD1,309,683, equivalent to approximately RMB9,566,000) were guaranteed by JMCF (Note 16). vi) Key management remuneration Key management includes directors (executive and non-executive), members of the Executive Committee, the Company Secretary and the Head of Supervisory Board. During the year ended 31 December 2008, the total remuneration of the key management was about RMB5,869,000 (2007: RMB4,845,000). 104 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 31 Related party transactions (continued) vii) Royalty fee As mentioned in Note 30 (b), pursuant to the joint development agreement, the Company agreed the payment of royalty fee to Ford at 1.8% of sale value of VE83 series automobiles with a maximum payment amount of USD40,000,000. During the year ended 31 December 2008, the total royalty fee due to Ford was approximately USD5,663,000 (equivalent to approximately RMB39,034,000) (2007: USD7,034,000, equivalent to approximately RMB52,926,000). As at 31 December 2008, the Company has paid approximately USD39,476,000. The outstanding amount of approximately USD524,000 will be paid in future. Pursuant to a development agreement among the Company, Ford, Ford Global Technologies, LLC and Ford Otosan Company in 2008, the Company agreed the payment of royalty fee to Ford at 2.6% of V348 series automobiles net sale till production stopped. The 67.31% and 32.69% of total royalty fee will be paid to Ford Global Technologies, LLC and Ford Otosan Company respectively. During the year ended 31 December 2008, the total royalty fee due to Ford Global Technologies, LLC and Ford Otosan Company was approximately USD2,315,000 (equivalent to approximately RMB15,916,000). As at 31 December 2008, the total amount of such royalty fee has not been paid. viii) Transaction with other state-owned entities The Group’s largest shareholder is Jiangling Holdings, which was established by state-owned enterprises, Changan Auto and JMCG, with the equity interests of 50% and 50%, respectively. The Group is thereby considered to be significantly influenced by the PRC Government, which controls a substantial number of entities in the PRC. For purpose of related party transactions disclosure, the Group has in place procedures to assist the identification of the immediate ownership structure of its customers and suppliers as to whether they are state-owned entities. Many state-owned entities have multi-layered corporate structure and the ownership structures change overtime. Nevertheless the Management believes that meaningful information relating to such kind of related parties transactions has been adequately disclosed. Transactions with other state-owned entities Year ended 31 December 2008 2007 RMB’000 RMB’000 Purchase of goods 858,508 1,230,197 Purchase of fixed assets 32,402 53,961 Purchase of services 51,688 73,548 Sales of goods 1,890 5,845 Interest income 43,171 43,217 Interest expense 2,446 4,617 Borrowings 79,107 45,429 Repayment of borrowings 79,560 125,562 105 Jiangling Motors Corporation, Ltd. FOR THE YEAR ENDED 31 DECEMBER 2008 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in RMB unless otherwise stated) 31 Related party transactions (continued) viii) Transaction with other state-owned entities (continued) Balances with other state-owned entities 31 December 2008 31 December 2007 RMB’000 RMB’000 Cash and cash equivalents 1,436,370 2,021,142 Borrowings 47,173 49,176 Trade and other receivables 13,940 37,974 Trade and other payables 126,310 184,484 32 Principal subsidiary As at the date of this report, the Group has the following subsidiary: Place and date of Percentage of equity Entity incorporation interest held Principal activities Jiangling Isuzu Nanchang, PRC / 75% Manufacture and sale of 10 March 1993 automobiles and spare parts 106 Chapter XI Catalog on Documents for Reference 1. Originals of 2008 financial statements signed by legal representative and Chief Financial Officer. 2. Originals of the Independent Auditor’s Reports signed by Independent accountants and stamped by the accounting firm. 3. Originals of all the documents and public announcements disclosed in newspapers designated by CSRC in 2008. 4. The Annual Report in the China GAAP. Board of Directors Jiangling Motors Corporation, Ltd. March 16, 2009 107