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长安汽车: 2008年半年度报告(英文版)
搜索公告牛即可看到网络上最快的个股公告 Chongqing Changan Automobile Company Limited Semi-Annual Report 2008 搜索公告牛即可看到网络上最快的个股公告 I. Important notes, Explaination and Catalogue i. Important Notes The Board of Directors& Supervisors of Chongqing Changan Automobile Co., Ltd. (hereinafter referred to as “the Company”) , the direct ors, supervisors and senior management guarantee that the information contained in the annual report is free of false records, misguiding statements or significant omissions, and assume individual and joint liabilities for the truthfulness, accuracy and integrity of the annual report. No director 、supervisors and senior management have raised any disagreement with regard to the truthfulness, accuracy and completeness of the report. Directors Mr. Wang Tingwei 、Mr. Deng Zhiyou were absent due to buiseness ,Mr. Deng Zhiyou entrust Director Mr. Zhang Baolin to participate the meeting and take a vote. The financial report in this reporting period is unaudited. Chairman Mr. Yin Jiaxu, General Manager Mr. Zhang Baolin, Chief Accountant Mr. Cui Yunjiang, and the Chief of Accountant department, Mr. Ni Erke, herein guarantee: the truthfulness and completeness of the financial statements of this semi-annual report. ⅱContents I Important notes and contents 1 II General introduction of the Company 2 III Change in shares and information about shareholders 4 IV Information on directors, supervisors, senior executives 6 V Report from board of directors 7 VI Important events 15 VII Financial report 24 VIII Document for future reference 86 1 搜索公告牛即可看到网络上最快的个股公告 II. General Introduction of the Company 1. The Company’s legal Chinese name: 重庆长安汽车股份有限公司 The Company’s legal English name: Chongqing Changan Automobile Company Limited 2. Place of listing: Shenzhen Stock Exchange Abbreviated name of the stock: Changan Automobile Changan B Stock Code: 000625 200625 3. Registered address: No. 260, Jian Xin East Road, Jiang Bei District, Chongqing Post code: 400023 Office Address: No. 260, Jian Xin East Road, Jiang Bei District, Chongqing Post code: 400023 Internet Website of the Company: http://www.changan.com.cn Email Address of the Company: cazqc@changan.com.cn 4. Legal representative of the Company: Mr. Yin Jiaxu 5. Secretaries of the Board: Mr. Cui Yunjiang, Ms. Li Jun Address: No. 260, Ji an Xin East Road, Jiang Bei District, Chongqing Telephone: (023) 67594009 Fax: (023) 67866055 Email address: cazqc@changan.com.cn 6. Publications for information disclosure of the Company: China Securities, Securities Times and Hong Kong Commercial Daily Website for information disclosure of the Company: http://www.cninfo.com.cn Filing Location of Semiannual Report: Office of the Board of Directors 7. Key accounting data and financial indicators Unit : (RMB )Yuan Last reporting This reporting period end as on Increase/Decrease period end as on 30 June 2008 31 December (%) 2007 Total assets 16,004,401,828 14,352,917,723 11.51% Owner’s equity(or shareholder’s equity) 8,023,256,246 7,573,068,689 5.94% Net assets per share 3.44 3.89 -11.57% Reporting period Corresponding Increase/Decrease (%) 2 搜索公告牛即可看到网络上最快的个股公告 (January-June) period of previous year Operation profit 445,547,520 433,945,056 2.67% Gross profit 442,569,288 432,578,908 2.31% Net profit 450,187,557 434,207,256 3.68% Net profit except non-recurring loss and 453,916,815 436,226,066 4.06% profit Basic earnings per share 0.19 0.22 -13.64% Diluted earning per share 0.19 0.22 -13.64% Return rate on net assets 5.61% 5.73% -0.12% Net cash flow from operating activities -109,701,368 1,095,056,352 -110.02% Net cash flow from operating activities -0.05 0.56 -108.93% per share Note: deduction from non-recurring profit and loss project and cash Non-recurring profit and loss project Sum Profit and loss arising from the disposal of non-current assets -460,318 Government grants 5,870,000 Donation expenditure on public welfare -465,800 Gain from penalty 410,881 The others -8,332,995 Non-recurring profit and loss effect on income tax -744,558 Net effect on the non-recurring profit and loss attributable to minority shareholders -6,468 Total -3,729,258 8. Net asset profit rate and profit index per share Net asset profit rate Profit per share (yuan per share) Profit in the reporting period Basic profit per Diluted profit Apportion Average share per share Net profit attributed to listed company shareholders 5.61% 5.77% 0.19 0.19 Net profit attributed to listed company shareholder except 5.66% 5.82% 0.19 0.19 non-recurring loss and profit 9. Reconciliation of the net profits presented under the PRC accounting standards and International Financial Reporting Standards Unit : (RMB )Yuan Jun.30,2008 Jan.—Jun., 2008 Account report difference adjustment chart Net asset Net profit Account report according to the enterprise 8,023,256,246 450,187,557 accounting rule and system under the P.R.C. Adjustment in accordance with international accounting rules 1. Corporation income tax reduction on the basis -102,507,672 5,119,724 of purchasing domestic equipments 2. Payment in cash price to shareholders of A -71,284,065 share Workout accountant report according to the 7,849,464,509 455,307,281 international finance repot rules 3 搜索公告牛即可看到网络上最快的个股公告 Ⅲ. Change in shareholdings and information about main shareholders Change in shareholdings ⅰ Balance before Balance after Addition and deduction(+ ,- ) during change current change current change Additi Bon Transferred onal us from Quantity Ratio issue shar accumulate others subtotal quantity Ratio d e d fund Ⅰ.Non-circulate 885,920,212 45.55% 157,733,852 -97,250,952 60,482,900 946,403,112 40.55% d shares 1、State-owned shares 2 、State-owned legal person 885,906,240 45.55% 157,731,058 -97,250,952 60,480,106 946,386,346 40.55% shares 3、Other domestic 13,972 2,794 2,794 16,766 holding shares including: domestic non-state legal person shares Domestic natural 13,972 2,794 2,794 16,766 person shares 4 、Foreign-hold shares including: foreign legal person shares foreign natural person shares Ⅱ.Circulated 1,059,098,828 54.45% 231,269,956 97,250,952 328,520,908 1,387,619,736 59.45% shares 1、Domestic listed RMB 555,098,828 28.54% 130,469,956 97,250,952 227,720,908 782,819,736 33.54% shares 2 、Domestic listed foreign 504,000,000 25.91% 100,800,000 100,800,000 604,800,000 25.91% shares 3、Oversea listed foreign shares 4 、Others Ⅲ. Total shares 1,945,019,040 100.00% 389,003,808 389,003,808 2,334,022,848 100.00% Notes: (1) During the reporting period, Company carried out the plan of capital shares transferred and gained from capital and accumulation fund. 2 shares could be transferred and gained every 10 shares for all the sharholders and Company’s total shares could correspondingly be increased. (2) During the reporting period, the Company’s non-circulated shares decreased and the circulated shares increased because non-circulated shares are released from non-circulation. 4 搜索公告牛即可看到网络上最快的个股公告 ⅱ. The information on top 10 shareholders Unit: Share Total shareholders persons in total, among of which A share holders is 194,055 and B share holders number 35,665 The top ten shareholders Total number of Name of shareholders Nature of Ratio of Total number non-circulated Pledged/ Frozen Shareholders total share of shares shares number shares China South Automobile State-owned 45.55% 1,063,087,489 946,386,346 0 Co., Ltd legal person CMBLSA RE FTIF TEMPLETON ASIAN Foreign 1.93% 45,135,073 Unknown GRW FD GTI 5496 legal person CREDIT SUISSE (HONG Foreign 1.13% 26,336,655 Unknown KONG) LIMITED legal person DREYFUS PIFI-DREYFUS PREMIER Foreign 0.86% 20,054,791 Unknown GREATER CHINA legal person Domestic ICBC-Jinshun Changcheng non-state 0.81% 18,983,851 Unknown equity funds legal person Foreign GAO-LING FUND,L.P. 0.65% 15,194,952 Unknown legal person Domestic Industrial Bank-Industrial non-state Prospect mixed equity 0.61% 14,138,741 Unknown funds owned legal person GUOTAI JUNAN SECURIES HONG KONG Foreign 0.45% 10,473,435 Unknown LIMITED legal person Bank Of China -Franklin Domestic Templeton Sealand non-state 0.42% 9,912,116 Unknown Prospect Equity Fund. legal person CORE PACIFIC-YAMAICHI Foreign 0.33% 7,761,792 Unknown INTERNATIONAL (H.K.) legal person LIMITED The top 10 holders of circulated shares Name of shareholders Total number of circulated shares Share type China South Automobile Co., Ltd 116,701,143 RMB ordinary share CMBLSA RE FTIF TEMPLETON Foreign capital stock listed ASIAN GRW FD GTI 5496 45,135,073 within China CREDIT SUISSE (HONG KONG) Foreign capital stock listed LIMITED 26,336,655 within China DREYFUS PIFI-DREYFUS Foreign capital stock listed PREMIER GREATER CHINA 20,054,791 within China ICBC-Jinshun Changcheng equity 18,983,851 RMB ordinary share funds Foreign capital stock listed GAO-LING FUND,L.P. 15,194,952 within China Industrial Bank-Industrial Prospect 14,138,741 RMB ordinary share mixed equity funds GUOTAI JUNAN SECURIES HONG Foreign capital stock listed KONG LIMITED 10,473,435 within China Bank Of China -Franklin Templeton 9,912,116 RMB ordinary share Sealand Prospect Equity Fund. Foreign capital stock listed CORE PACIFIC-YAMAICHI 7,761,792 within China 5 搜索公告牛即可看到网络上最快的个股公告 INTERNATIONAL (H.K.) LIMITED Among the top ten shareholders, the state-owned legal person shareholder-China South Industries Automobile Co., Ltd. has no associated relationship with the other Related partner shareholders in the table above, and nor is the party who agrees to act alike as stipulated relationship of the ten in Administrative Measures on Information Disclosure Concerning Changes in largest shareholders and Shareholdings of Listed Companies; the Company does not know whether there is their consistant act associated relationship among the other shareholders, and nor knows whether they are the parties who agree to act alike as stipulated in Administrative Measures on Information Disclosure Concerning Changes in Shareholdings of Listed Companies . ⅲ. The top 10 holders of non-circulated shares and condition of limited sale unit: Share Name of The number of The number of N shareholder shares with the Available time for the newly o. with the condition of listing and added stock conditions of limited sale condition of transaction available for limited sale limited sale listing and The non-circulating shares should May 26,2008 116,701,143 not be listed or transferred within at least 24 months from the date of having the right of listing; after the above mentioned 24 months, China May 11,2009 116,701,142 its shareholders can sell the share South 1 Automobile 1,063,087,489 through listing in Stock exchange. The number of share for sale Co., Ltd should not be more than 5% of the total within 12 months and not May 11,2010 829,685,204 more than 10% of the total within 24 months. ⅳ. Change of controlling shareholder and actual controllers. During the report period, there’s no change in controlling shareholder and actual controllers. 6 搜索公告牛即可看到网络上最快的个股公告 Ⅳ Information on Directors, Supervisors and Senior Executives ⅰDuring the report period, there’s no change in shareholding for directors, supervisors and senior executives. Holding Added Deducted Holding share number at holding holding share Name Position the share shares number in The Reason of Change during this during this the end of beginning period period year of year Yin Stock capital transferred Jiaxu Chairman 7,984 1,596 9,580 and gained from capital Accumulation funds Wang Stock capital transferred Chongsh Director 7,984 1,597 9,581 and gained from capital eng Accumulation funds Senior Deputy Stock capital transferred Ren General 2,662 532 3,194 and gained from capital Qiang Manager Accumulation funds ⅱ .In the report period, there are new employment or dismiss in directors, supervisors and senior executives. Through a vote-taking and common agreement on the fourteenth meeting of the fourth-session Board of Director’s on January 25th 2008, Mr. Jia Tingyue was no longer the Senior Deputy General Manager of the Company due to employment change; Mr. Ren Qiang, Mr. Song Jia and Mr. Luo Minggang were appointed as Senior Deputy General Manager of the Company,and Mr. Zhang Zhao was appointed as Deputy General Manager of the Company. The matters after the reporting period: owing to that Mr. Guo Konghui, Mr. Xia Donglin, Mr. Wen Zongyu and Mr. Gao Zhikai successively as Independent Director of the Company went for six years, Mr. Ouyang Minggao, Mr. Chen Chong, Mr. Wang Zhixiong and Mr. Peng Shaobing are going to be appointed to the Independent Director of the Company. In addition, Senior Deputy General Manager Mr. Zou Yi resigned his position in the Company due to his employment change,Director Mr. Deng Tengjiang and Mr. wang Tingwei plan to resign from director of board. Mr. Zhao Luchuan and Mr. Wang Xioaxiang are chosen as the candidates for the directors of board according to nomination of China South Industry Automobile Corporation. The changes mentioned above are approved through vote-taking in the nineteenth meeting of the fourth-session Board of Director’s on August 29th 2008 and need to be delivered & approved by election in the first temporary general meeting of shareholders of the Company for the 2008. 7 搜索公告牛即可看到网络上最快的个股公告 Ⅴ The Report from Board of Directors ⅠThe operation of the Company during the reporting period 1.The main business of the company The Company is mainly engaged in the development, manufacturing and sales of passenger cars and commercial cars. Its current products mainly include: mini-vehicle such as Changan Star mini-commercial vehicle, Changan Brand mini-truck, Changan sedan such as Benni, Jiexun and Zhixiang; Changan Suzuki’s Alto, Gazalle, Swift and SX4; Changan Ford Mazda’s new Mondeo“Zhisheng”, Focus, Mazda 3, Mazda 2, SMAX and Volvo S40 sedan; Jiangling Holding’s Landwind MPV, and sedan such as Landwind Fenghua and Fengshang. Moreover, the Company manufactures and selles various types of Jiangling brand engines. 2.The operation of the Company during the reporting period In the first half of 2008 the Company overcame the suddenly arising disaster of rain & snow, Wenchuan earthquake, flood in the China’s southern region and other serious natural disaster, and conquered difficulties more than anticipated such as raw material continuous rising in price, difficulty in the supply from Changan’s supplier, the slow growth of national economy, and downturn of marketing demand; the Company united as one, determinedly went all out in work, calmly handled and dissolved the conflict, preferably realized the operating target of the first half year and maintained favorable development tendency. The Company persevered in “Plan of Course Leading” as command, further deepened the product strategy ”taking mini-vehicle as base, taking sedan as leading and expanding commercial-vehicle” , and solidly advanced “ Two Actions and One Project” ( “ Liangjian Action” for mini-vehicle, “Leiting Action” for self-developed sedan and “Improvement Project” for management and human resource). On the base of consolidating and exerting current product’s advantage, the Company in time launched its first self-developed middle-class sedan” Zhixiang”, China’s first much more wide-type mini-vehicle” Changan Star S460”, its HEV ”Jiexun” , Mazda 2 in notch back and other series of new products. Mini-vehicle” Changan Starlight 4500”, self-developed economy sedan V101 and new Ford Fiesta will in succession come into the market and more enrich &prefect the product range of Changan automobile. In the first half of 2008, the Company , its subsidiary companies and the jointly operated companies produced 455,688 units of vehicles in total, with a year-on-year increase of 19.13%; and sold 438,259 units of vehicles, with a year-on-year increase of 10.83%. Among them, 386,815 units of passenger-vehicles were sold out; 51,444 units of commercial-vehicles were sold out. (Including the production and sale of Changan headquarters, Hebei Changan, Nanjing Changan, Changan SUZUKI, Changan Ford Mazda and Jiangling Holding, neutralizing unfulfilled sale backlog in Changan headquarters). 8 搜索公告牛即可看到网络上最快的个股公告 3.Chart of the industry or main products that account for over 10% of the Company’s sales revenues and main operating income during the reporting period Unit: (RMB) Yuan The Line of Main Business Gross Margin Revenue Operation Cost Ratio(%) Industry/Product sum Increase/ sum Increase/ Ratio Increase/ Decrease Decrease Decrease than last than last than last year year year Automobile 7,879,649,185 9.21% 6,555,249,330 6.84% 16.81% 12.35% Manufacture The Product of Main Business Passenger Car 5,385,264,499 -1.00% 4,674,091,288 -4.06% 13.21% 26.52% Commercial 1,220,715,487 11.19% 950,491,083 13.36% 22.14% -6.32% Car Other 1,273,669,199 87.97% 930,666,960 118.76% 26.93% -27.64% 4.Notes for the significant change in profit components, main business or its structure and profit in the main business during the report period During the report period, the investment income of the Company increased from RMB 514,340,000 Yuan to RMB 614,850,000 Yuan, mainly because the investment income of Changan Ford Mazda Corporation increased by RMB 48,880,000 Yuan more than the same period of the last year and investment income of Changan Ford Mazda Engine Corporation increased by RMB 74,870,000 Yuan more than the last year. 5.The share holding corporation whose investment income reach over 10% (including 10%) of the Company ’s net profit Unit: RMB Ten Thousand Yuan Corporation name Main product Revenue Net profit Changan Ford Mondeo, Focus, Mazda 3, Mazda 2, 1,503,983 111,514 Mazda SMAX and Volvo S40 sedan Corporation Jiangling Holding Landwind MPV, and sedan such as 39,269 7,904 Corporation Landwind Fenghua and Fengshang ⅡOperation Result and Financial Analysis 9 搜索公告牛即可看到网络上最快的个股公告 ⅰAssets and Liability Table Item June 30, 2008 December 1, 2007 Growth (% ) Monetary Capital 2,326,923,203 1,583,706,500 46.93% Project under 431,901,648 260,899,240 65.54% Construction Techinical Development 208,400,088 100,710,739 106.93% Expense Short-Term Loan 1,745,466,599 175,700,000 893.44% Notes Payable 951,090,216 1,389,450,000 -31.55% Non-current liability 453,345,287 784,348,767 -42.20% due in one year ⒈Monetary capital increased by 46.93% than that at the beginning of this year mainly because its mother company raised money and then its net cash flow increased. ⒉The project under construction increased by 65.54% than that at the beginning of this year mainly because its mother company invested additional RMB 130,840,000 Yuan to newly build and expand plant for the whole vehicle, engine & technical-center project. ⒊Techinical development expense increased by 106.93% than that at the beginning of this year mainly because its mother company’s whole vehicle and engine project during technical development stage needed additional RMB 107,690,000 Yuan for capitalization. ⒋The short-term loan increased by 893.44% than that at the beginning of this year mainly because its mother company had more loans. ⒌The notes payable decreased by 31.55% than that at the beginning of this year mainly because usually the notes receivable were indorsed and transferred for goods payment, newly issued acceptance documents decreased, among them its mother company decreased by RMB 366,510,000 Yuan and Nanjing Changan Co. Ltd. by RMB 75,000,000 Yuan. ⒍The non-current liability due in one year decreased by 42.20% than that at the beginning of this year mainly because its mother company returned RMB 500million Yuan in short-term financing ticket during report period. ⅱ Profit Table 10 搜索公告牛即可看到网络上最快的个股公告 Item Jan. to Jun. ,2008 Jan. to Jun. ,2007 Growth (% ) Managerment expense 431,036,001 295,560,920 45.84% Assets depreciation 118,686,653 26,617,504 345.90% Income 7,659,497 1,122,173 582.56% beyond operation Expense beyond operation 10,637,729 2,488,321 327.51% 1. The management expense increased by 45.84% than that of the same period of last year mainly because the technical development expenses of the mother company increased by RMB 74,800,000 Yuan during the report period. 2. Assets depreciation jumped by 345.90% compared with the same period of last year mainly because Nanjing Changan stopped manufacturing Commercial vehicle Leimeng and Commercial vehicle CM7 die reject cost RMB 118,430,000 Yuan during the reporting period. 3. The income and expense beyond operation respectively soared by 582.56% and 327.51% mainly because the mother company got RMB 5,820,000 subsidies for new products and the receivable RMB 8,500,000 Yuan couldn’t be collected because of the sale company branches and sub-branches cancellation. ⅲ Cash Flow Table Items Jan. to June ,2008 Jan. to June ,2007 Growth Net cash flow of the operation -109,701,368 1,095,056,352 -110.02% Net cash flow of the investment -133,403,234 597,330,275 -122.33% Net cash flow by the capital-raise 986,321,305 -982,575,903 200.38% Increased net cash and cash 743,216,703 709,810,724 4.71% equiviralent 1. The net cash flow of operation decreased by 110.02% comapred with the same period of last year mainly because the mother company’s distribution agents used a great amount of acceptance draft for the vehicles payment, causing the cash from sales income and labor offering decrease by RMB 1,948,170,000 Yuan than pervious time during the reporting period. 2. Net cash flow of investment decreased by 122.33% than that of previous time mainly because the mother company respectively injected another RMB 500 million yuan and RMB 207 million Yuan into Jiangling Holding and Chang’an Ford Mazda Motors Corporation during the reporting period. 11 搜索公告牛即可看到网络上最快的个股公告 3. Net cash flow of capital-raising soared by 200.38% comapred with the same period of last year mainly because the mother company raised more cash of RMB 620 million Yuan than that of previous time while the cash used to pay for loans dropped by RMB 1.4 billion Yuan compared with the same period of last year during the reporting period. Ⅲ Problems, difficulties during the operation and countermeasures ⅰThe main problems and difficulties in operation 1.The uncertainty and complexity of domestic &abroad macro-economy situation: the growth of domestic economy was slow, the stock market and housing market experienced downturn, and people’s consumption confidence dropped. Since April of this year, production & sale growth for 5 successive months in China’s automotive industry fell than the same period of last year and the month production& sale decreased than the previous one. 2.The increase of cost-control pressure: in 2008 the Company increased about RMB 1.5 billion Yuan and profiting ability was challenged due to steel price rising, new automotive regulations implementation, laboring law execution and international crude oil price rising. 3.The expanding difficulty of self-developed vehicle brand: during the period of from January to June in 2008 the domestic self-developed sedan sold 673,300 units, which only increased by 2% comparing the same period of last year and lagged behind the average grow rate 16% of China ’s automotive industry. 4.The imbalance of the Company ’s internal growth: there existed the development base imbalance, the product imbalance and different brand imbalance, some brands failing to reach anticipated target. ⅱMain solutions adopted by the Company General thought: to enhance the study on the macro-economic situation, understand the current development situation correctly and rationally, strengthen the confidence, 12 搜索公告牛即可看到网络上最快的个股公告 deal with composedly, and move & go up against difficulty; to keep away the risks positively & solidly, to be confronted with actively and to upgrade the profiting ability. Specific measurement: 1.To strengthen the brand construction: utilizing HEV service supplied for 2008 Beijing Olympics the Company comprehensively showed the image of self-developed vehicle brand, well prepared new product launch, planned as a whole product progress and reinforce product strategy adjustment according to the change of macro-economy and competition situation. 2.To strengthen marketing & sale service: the Company focused on improving single-unit selling ability, optimized sale network structure, increased sale network cover rate, heightened sale network quality and vigorously expanded sale network in the county-level. 3.To intensify the technology research and product development: centering on energy and environment protection, the Company adjusted, deepened and carried out technology development strategy. Gasping opportunity given by Technology Ministry “Ten Thousand Projects ”, the Company energetically boosted Changan ’s HEV for demonstrative operation, accelerated the new-energy car development, quickened development & research system construction of “Four Locations, Three Countries ”, enhanced the cooperation with college& university and other external resource, and perfected the management system of cooperated production, study and research. 4.To strengthen the quality-control: to deeply enhance quality-control system project (QCS project) and exert the system’s drive function. 5.To strengthen supplier purchasing management and enhance cost-control strategy: to strengthen supplier ’s quality-control, build high-grade supplier system, improve quality of parts & components, solidly advance the cost-control, perfect cost-control team and system, put forth effort into improving capacity usage and ameliorate turnover efficiency of the capital. 13 搜索公告牛即可看到网络上最快的个股公告 6.To strengthen lean management of manufacture and logistics: to realize the information and resource flow without obstacle among the supplier, dealer and OEM, to well grasp mini-vehicle production capacity expansion and second-period construction of self-developed sedan, to quicken production line building for CB10 engine project, to upgrade logistics management and decrease operation cost. 7.To enhance the joint-investment & cooperation and upgrade internationalized management system: to plan as one whole to manage well the production, sale and new product launch of Ford brand and Mazda brand, to play good card of “energy economized ”, to maintain growth tendency of key products such as Suzuki SX4, Gazelle and Swift, to simplify, optimize and integrate the management flow making all resources focused on the strategy for “thinness ” of management flow system. 8.To strengthen the development and management of human resource: to establish human resource program system and employee position system on the basis of the strategy, to put forth effort into solving the talent demand for the Company ’s fast development, to enhance employee ’s performance management in all way and into further development, to deepen “team-building project ”, solidly & effectively carry out train program and provide talent for the Company ’s fast growth. Ⅳ Investment of the company during the reporting period 1.No usage information on raised money is available during the reporting period 2.Usage information on non-raised money during the reporting period was as follows (Unit: RMB ten thousand Yuan) : Invested NO. Investment project capital in 2008 Schedule Anticipated profit The whole vehicle 1 15,147 Under onstruction project 2 The engine project 4,767 Under construction Included in the total profit of the Company 3 Technical center 3,266 Under construction 4 Others 8,569 Under construction Total 31,749 14 搜索公告牛即可看到网络上最快的个股公告 VI Imprortant Events Ⅰ.Company Governance The Company has been strictly complying with the relevant law and regulations, including the Company Law, the Securities Law, Governance Regulations of Listed Companies, Listed Company Information Disclosure Management Method, Stock Listing Regualtion of Shenzhen Stock Exchange , Inside Control Guide to Listed Company of Shenzhen Stock Exchange, continuously improving the corporate governance structure of the Company, standardizing the management and operations of the Company , established and implemented Company Constitution., Shareholder Convention Discussion Regulation, Regulation on Board of Directors. Regulation on Board of Supervisors, Guarantee Management method, Management Regulations on Investment Relationship, Management System on Information Disclosure. The actual conditions of the Company’s corporate governance do not differ basically from those stipulated by the regulations on corporate governance of listed companies issued by China Securities Regulatory Commission. The governance of Company will be perfected with the devolopment of Company. During report period, according to the notification [2008] NO.27 of China Securities Regulations Commission, Notice about Self-Examination and Correction to Prevent Inpropriating Capital (Notice [2008] No. 262) issued by Chongqing Securities Regulations Commission and related meeting, the Company evaluated its management, rectification and improvement result of 2007, carried out self-inspection and correction to prevent large sharholders and related parties from impropriating the capital, and the relative contents have been examined and discussed on the 18th meeting of the fourth-session board of directors, and then be bulletined. The Company will continuously &further push its governance establishment, strengthen the consciousness of self-discipline under judicature, improve its normative operation level, faithfully maintain the interests of middle & small level shareholders, and enhance the fast& healthy growth of the Company. Ⅱ.2007 profit distribution implementation results and 2008 half-year profit distribution plan 15 搜索公告牛即可看到网络上最快的个股公告 1.2007 profit distribution implementation results In the Shareholders’ General Meeting of 2007 held on April 15, 2008, profit distribution plan for 2007 was determined that the total 1,945,019,040 shares of the Company at the end of 2007 will be taken as the basis and 2 shares in capital reserve will be additionally distributed to all shareholders per ten shares. The shares right registration date of A-share gained and trandferred from capital reserve was May 30, 2008, the ex-dividend date was June 2, 2008; the last transaction date for B-share was May 30, 2008, the ex-dividend date was June 2, 2007, and the shares right registration date was Jun.4, 2008. 2.2008 haif-year profit distribution plan: Neither distribution nor shares addition transferred from reserve will be implemented. 3.During report period, the Company hasn’t implemented share rights incentive proposal. Ⅲ. During the reporti period, the Company was not involved in any significant litigations and arbitrations. Ⅳ. During the reporting period, the Company did not have any significant assets acquisition, sales and recomposing. Ⅴ. Significant related party transactions 1. Implementation results for the related party transaction for daily operation During the reporting period, the corresponding information of related parties, transaction content, pricing basis and transaction price were all executed as stated in the draft plan proposed in the 2007 Shareholder’s General Meeting (For details, see Bulletin published by China Securities, Securities Times and Hongkong Commercial Daily on 16, April, 2008). At the end of the report period, purchase from related parties amounted to RMB 1,42,936 ten thousand Yuan, and sales to related parties amounted to RMB 116,827 ten thousand Yuan, and the comprehensive service amounted to RMB 9,173 ten thousand Yuan, respectively occupying 46.58%, 44.02 % and 52.03 % to the total anticipated amount of 2008. Changan Minsheng APLL Logistics Co., Ltd (CMAL) provides transportation, 16 搜索公告牛即可看到网络上最快的个股公告 distribution and storing service mainly for the Company. In 19th meeting of the fourth directorate session on 29 August, 2008, the proposal of related party transaction with CMAL was discussed and approved (For details see Bulletin published by China securities, Securities Times and Hongkong Commercial Daily on 30, August, 2008). By the end of the reporting period, the value of sevice provided by CMAL has amounted to RMB 34,200 ten thousand Yuan, occupying 42.75% of the total anticipated amount of 2008. Related party transaction content has no major changes compared with anticipation. 2.During the reporting period, significant related party transactions have been reported in the notes “Related party relationship and transactions” in the financial statements. Ⅵ Significant Contracts and their Implementation Results 1. During the reporting period, the Company had no with other companies, nor did other companies have trusteeship or putting out to contract with the Company. The information that the Company leased assets of other companies or other companies leased the assets from the Company is as follows: For the need of operation, the Company has leased the sales building of Changan Group with a total area of 4,560 square meters and the monthly rental is RMB 40 Yuan per square meter; and other buliding of 37,158.1 square meters’ area with the monthly rental of RMB35Yuan per square meter. And the Company has leased 621,157.3 square-meter land of Chang Group with an annual rental of RMB15Yuan per square meter. The Company leased 4,863 square meters area of Changa Group as its production and office land with monthly rental RMB 35 Yuan per square meter. And the Company leased 216,005 square meters in Cuntan of Changan Group with annual rental RMB 15 Yuan per square meter. Changan Group has leased the whole fifth, eighth, ninth and tenth floors of the Company’s Science and Technology Building, with an area of 9,056 square meters and a monthly rental RMB40Yuan per square meter. 2.Significant Guarantees In order to support the development of car dealers and distributors, to make better utilization of the financial tools provided by banks, to expand the channels of collecting funds for the dealers, to strengthen the abilities of the dealers, to promote the sales of the company products, the company has signed Automobile Sale Financial Service Network Agreement with China Everbright Bank, China Citic Bank and Agricultural Bank of China, and China Everbright Bank, China Citic Bank and Agricultural Bank of China will confer certain comprehensive credit amount for the company dealer specially to open acceptance draft of the bank. To promote the product sale of Nanjing Changan and Hebei Changan, the 17 搜索公告牛即可看到网络上最快的个股公告 company entrusts Hebei Changan and Nanjing Changan to use part of the credit amount, from cina Everbright Bank: Hebei Changan RMB 80,000,000 Yuan, Nanjing Changan RMB 20,000,000 Yuan ;China Citic Bank: Heibei Changan RMB 120,000,000 Yuan, Nanjing Changan RMB 80,000,000 Yuan. Agricultural bank of China: Hebei Changan RMB 340,000,000 Yuan and Nanjing Changan RMB 160,000,000 yuan.The dealers of Hebei Changan and Nanjing Changan utilize the rule of bank acceptance draft in the above mentioned agreements to purchase all the types of automobiles of Hebei Changan and Nanjing Changan, and when the bank acceptance has been expired, the dealers of Hebei Changan or Nanjing Changan can’t give enough payment, their selling period can be prolonged for 3 months; If the dealers of Hebei Changan or Nanjing Changan haven’t sold out the vehicles in stock yet at the end of the prolonging period, the company will purchase the vehicles at the agreed retrieved price and put the purchase funds into the appointed account of Everbright Bank of China, China citic Bank and Agricultural Bank of China in time 。Hebei Changan and Nanjing Changan promises that they will effect the same payment to the Company within 3 days when the Company undertakes the retrieving purchase obligations according to the above authorization, and they will handle the subsequent matters related to such purchase. The Status of using credit amount of Hebei Changan and Nanjing Changan: during the reporting period, the dealers of Hebei Changan dealer totally used RMB 254,220 thousand Yuan and opened RMB 466,000 thousand Yuan of bank acceptance from finance service network bank; the dealers of Nanjing Changan dealer totally used RMB 95,150 thousand Yuan and opened RMB 114,000 thousand Yuan of bank acceptancel of finance service network bank. At the end of reporting, Hebei Changan dealer owed RMB 256,742.5 thousand Yuan of bank acceptance, Nanjing Changan dealer owed RMB 56,575.5 thousand Yuan of bank acceptance. 3.Assets entrustments: There is no entrustment or no continuous entrustment of cash management occurring in the reporting period except for loans entrustment. According to the directorate’s decision of Nanjing Changan on November 3, 2007, Nanjing Changan as the entruster has delivered a trust credit of RMB 23.50 million Yuan to Lishui State-Owned Asset Holding Company Limited through the Lishui sub-branch of Bank of China. The Above three parties signed a 24-month trust credit contract with the annual rate of 7.2% on November 28th, 2007. The interest started to execute from November 29, 2007. Ⅶ. Commitment The commitments of China South Industry Automobile Co., Ltd.—the controlling shareholder of the Company for the reform of the decentralization of the shareholding rights: 1.To comply with laws, rules and regulations, and perform legal duty of commitment. 18 搜索公告牛即可看到网络上最快的个股公告 2.Since the non-circulated shares are entitled to be circulated, at least they can’t be dealt with or transferred within 24 months. At the expiration of 24 months, the shareholders of non-circulated shares can sell the shares in stock exchange in amount of no more than 5% of total within 12 months, and no more than 10% of total within 24 months. 3.After the reform of non-tradable shares, the Company performs the scheme of incentive share awards for the management according to relative government regulation. Ⅷ The Company Holding Shares of other Listed Company and Non-Listed Financial Company or Company to Be Listed 1.At the end of reporting period, Company holds the 15.39% share of China South Industries Group Corp., initial investment capital cost is RMB 80,000 thousand Yuan and the account price at the end of reporting period is RMB 80,000 thousand Yuan. 2. In the end of reporting period, the Company held 1.07% shares of South-western Securities Co., Ltd. (Hereafter referred to as " South-western Securities "). According to the requirement of Chongqing municipal government on the Southwest Securities’ reform and recombination, the Company signed Share Entrustment Agreement with Chongqing Yufu Asset Management Co. Ltd that is a state-owned company under the Chongqing municipal government, entrusting Chongqing Yufu Asset Management Co. Ltd to manage the shares held by Changan in Southwest Securities. At present Southwest Securities is planning to complete the listing of bond with shares increased by means of borrowing Chongqing Changjiang Water Transportation Co., Ltd. (referred to as Changjiang Water Transportation). The Company exchange the new shares of Changjiang Water Transportation with the shares of Southwest Securities held (total financial contribution RMB25 million and 1.07% in registered capital before the restructuring of Southwest Securities). 1,658,997,062new shares of Changjiang Water Transportation are used to replace all shares of Southwest Securities, that is to say, stockholders of Southwest Securities can get 0.71 share of Changjiang Water Transportation for each RMB1 of Southwest Securities in return. Then after restructuring of Southwest Securities, the Company becomes the stockholder of Changjiang Water Transportation with 17,750,000 shares and 0.932% in general capital. The above proposal will be put 19 搜索公告牛即可看到网络上最快的个股公告 in the China Securities Supervisory Management Committee and related departments for approval. IX. Special Illustration and Independent Opinion on Capital Flow with the Related Parties and External Guarantees from the Company’s Independent Directors Independent directors Mr. Guo Konghui, Mr. Xia Donglin, Mr. Wen Zongyu, Mr. Gao Zhikai and Mr. Liu Wei extended their special illustration and independent opinions on capital flow with related parties and external guarantees: According to related documents issued by China Securities Regulatory Commission such as the Notice on Regulating Capital Flow between Listed Companies and Related Parties and the External Guarantees( [2003] No.56 ) and Notice on Regulating Listed Companies’ External Guarantees( [2005] N0.120 ), and Guidelines of Establishing Independent Director Institutions in Listed Companies, the Regulations for the Governance of Listed Companies, after serious examination on the guarantees and capital flow until the end of reporting period, the Company released the special illustration and independent opinions as follows : 1.The company has strictly controlled the risks of guarantees with no law-violating assurance in the reporting period. 2.During the reporting period, the capital flows with related parties were normal operating exchanges, and no controlling shareholder and its subsidiaries occupied funds. X. The 2008 semi-annual financial report of the Company is unaudited. XI. Other Important Items 1.During the reporting period, neither the Company nor its Director, supervisors, senior management staffs and the actual share-controlling personnel/company were investigated by authorities, dealt with compulsion measure by Justice discipline inspect authority, handed over to Justice authority or looked into criminal liability, or checked by China Securities Regulatary Committee, punished by China Securities Regulatory Commission, prohibited into Securities market, or publicly criticized by other authorities, regarded impropriety person, punished by other 20 搜索公告牛即可看到网络上最快的个股公告 administration authorities and publicly condemned by Securities Exchange. 2.The Survey,Reporting Material Gathering and other relative situations taking place in the Company during the reporting period During the reporting period, the Company has received the survey and production line visit from domestic and overseas fund management company, securities company, investment institute and so on. During the communication with the investors, the relevant staffs of Company have strictly followed the regulation of Shenzhen Stock and Exchange’s instruction for Information Fair Release for Listed Companies and Investors Relationship Management System of the company, did not selectively or privately release, reveal or disclose non-public important information to special persons or companies, guaranteeing the fairness of information release. Registration Table of Survey, Communication, Reporting Material Gathering and Other Activities Taking place in the Company during the reporting period Main Discussion Content and Reception Date Reception Venue Manner Visitors Provided Documentation East Huili Chongqing Plant, On-Site Assets Jan. 29, 2008 Changan Ford Plant Visiting Mazda. Survey Management Co., Ltd. ChangFeng Chongqing Plant, Capital Changan Ford On-Site Plant Visiting Jan. 31, 2009 Investment Mazda. Survey Company Meeting Room, On-Site CITIC Securities Automotive Industry Development, April 1, 2009 Changan Company’s Business and Visiting Headquarters Survey Co., Ltd Plant Meeting Room, On-Site First State Asset Automotive Industry Development, May 7, 2008 Changan Management Company’s Business and Visiting Headquarters Survey Company Plant Meeting Room, On-Site American Automotive Industry Development, May 14, 2008 Changan General Fund Company’s Business and Visiting Headquarters Survey Management Co. Plant The Securities Meeting Room, On-Site of Guangzhou Automotive Industry Development, May 15, 2008 Changan Company’s Business and Visiting Headquarters Survey Development Plant Bank Meeting Room, On-Site China’s Bank Automotive Industry Development, May 20, 2008 Changan International Company’s Business and Visiting Headquarters Survey Securities Plant V. Index for Other Information Announcement Announcements of the Company were all published in the China Securities, Security Times and Hongkong Commercial Daily, and also could be accessed at Http://www.cninfo.com.cn . 21 搜索公告牛即可看到网络上最快的个股公告 1. Bulletin of production and sale of Dec, 2007 published on Jan, 8, 2008. The announcement No: 2008-1. 2. Resolution report announcement on the Thirteenth Meeting of the Fourth Session Borad of Director Session published on Jan. 12, 2008. The announcement No: 2008-2 3. Foreign Investment announcement published on Jay, 12, 2008. The announcement No: 2008-3. 4. Resolution report announcement on the Thirteenth Meeting of the Fourth Session Borad of Director Session published on Jan. 26, 2008. The announcement No: 2008-4 5. Bulletin of production and sale of Jan, 2008 published on Feb, 13, 2008. The announcement No: 2008-5. 6. Resolution report announcement on the Fifteenth Meeting of the Fourth Session Borad of Director Session published on Feb. 15, 2008. The announcement No: 2008-6 7. The Clarification Announcement of Board of Directors published on Feb, 29, 2008. The announcement No: 2008-7. 8. Bulletin of production and sale of Feb, 2008 published on Mar, 5, 2008. The announcement No: 2008-8. 9. 2007 annual report summary, Resolution report announcement on the Sixteenth Meeting of the Fourth Session Borad of Director Session and etc. published on Mar, 26, 2008. The announcement No: 2007-9、2008-10、2008-11、2008-12、2008-13、2008-14 10. Bulletin of production and sale of Mar, 2008 published on Apr, 4, 2008. The announcement No: 2008-15. 11. Resolution report announcement of 2007 annual shareholder conference published on Apr, 26, 2008. The announcement No: 2008-16 12. The first quarter report of 2008 published on Apr. 29, 2008. The announcement No: 2008-17 13. Bulletin of production and sale of Apr, 2008 published on May, 6, 2008. The announcement No: 2008-18. 22 搜索公告牛即可看到网络上最快的个股公告 14. Announcement of Board of Directors published May 14, 2008: Company not influenced by the Wenchuan earthquake. The announcement No: 2008-19 15. Suggestive announcement of the Stock’s sale limitation release published on May, 23, 2008. The announcement No; 2009-20 16. The notice of equity capital transferred and gained from capital reserve Implementation published on May, 27, 2008. The announcement No: 2008-21 17. The Supplementary Report of the 2007 Annual Report published on May, 31, 2008. The announcement No: 2008-22. 18. Announcement of the major issues related to the Iran Project published on Jun, 2, 2008. The announcement No: 209-23. 19. Bulletin of production and sale of May, 2008 published on Jun, 05, 2008. The announcement No: 2009-24. 23 搜索公告牛即可看到网络上最快的个股公告 VII Financial report (non-audited) i Financial statements Chongqing Changan Automobile Company Limited 30, June 2008 Assets Balance Sheet ( Expressed in RMB Yuan ) At the end of term Beginning of term Items Notes Consolidated Parent company Consolidated Parent company Current asset: Monetary fund (五)1 2,326,923,203 1,922,251,196 1,583,706,500 1,169,325,053 Notes receivable (五)2 1,913,948,281 1,389,977,580 1,596,620,507 1,244,832,732 (五)3 603,867,386 1,229,701,644 698,386,640 1,279,366,971 Account receivable (六)1 Prepayment (五)4 355,437,575 289,657,338 370,607,759 320,766,687 Interest receivable Other account (五)3 184,618,712 273,765,241 150,730,003 217,737,210 receivable (六)1 (五)5 1,879,868,691 1,105,804,450 1,794,682,010 942,586,744 Inventories (六)2 Non-current asset due in 1 year Other current asset 100,842 308,325 Total of current asset 7,264,764,690 6,211,157,449 6, 195,041,744 5,174,615,397 Non-current assets Expired investment in possess Long-term receivable Long-term share (五)6 4,603,543,195 5,436,065,084 4, 141,477,746 4,980,022,619 equity investment (六)3 Property investment (五)7 3,195,824,034 2,764,400,948 3,381,795,003 2,841,453,391 Fixed assets (六)4 (五)8 431,901,648 351,604,847 260,899,240 220,759,019 Construction in process (六)5 Engineering material 5,677,377 5,677,377 6,279,680 6,279,680 Fixed asset disposal 616,964 Intangible assets (五)9 137,730,646 31,440,901 125,716,629 19,734,667 R&D expense (五)10 208,400,088 208,400,088 100,710,739 100,710,739 Goodwill 9,804,394 9,804,394 Long-term prepaid 4,889,186 1,530,680 3,302,027 1,620,720 expenses Differed income tax (五)11 141,249,606 112,150,574 127,890,521 98,789,178 asset Other non-current asset Total of non-current 8,739,637,138 8,911,270,499 8,157,875,979 8,269,370,013 assets Total of assets 16,004,401,828 15,122,427,949 14,352,917,723 13,443,985,410 : Legal representative: Yin Jiaxu Principal in Charge of Accountancy Cui Yunjiang Chief Accountant: Ni Erke 24 搜索公告牛即可看到网络上最快的个股公告 Chongqing Changan Automobile Company Limited BALANCE SHEET 30 June 2008 (Expressed in Renminbi Yuan) At the end of term Beginning of term Items Notes Consolidated Parent company Consolidated Parent company Current liabilities Short-term loans (五)12 1,745,466,599 1,570,000,000 175,700,000 Notes payable (五)13 951,090,216 904,940,216 1,389,450,000 1,271,450,000 Account payable (五)14 3,284,629,973 2,360,859,094 2,791,066,485 1,982,380,837 Prepayment received (五)15 779,556,997 546,160,044 749,440,571 527,982,336 Employees’ wage (五)16 76,859,699 53,962,986 106,425,055 82,331,521 payable Tax payable (五)17 26,771,752 118,951,099 50,762,720 139,094,767 Interest payable 1,770,000 1,770,000 Other account (五)18 243,291,945 143,061,232 339,937,992 229,086,101 payable Non-current liability 453,345,288 348,255,990 784,348,767 721,182,073 due in 1 year Other current liability Total of current 7,562,782,469 6,047,960,661 6,387,131,590 4,953,507,635 liability Non-current liabilities Long-term borrowings Bond payable Special payable (五)20 39,494,709 39,494,709 31,232,786 31,232,786 Expected liabilities (五)19 227,157,268 185,106,261 205,137,407 175,127,623 Differed income tax liability Other non-recurring 42,808,434 26,738,434 41,700,000 25,628,000 liabilities Total of non-current 309,460,411 251,339,404 278,070,193 231,988,409 liabilities Total of liability 7,872,242,880 6,299,300,065 6,665,201,783 5,185,496,044 Owners’ equity (or shareholders’ equity) Practical capital collected (or share 2,334,022,848 2,334,022,848 1,945,019,040 1,945,019,040 capital) Capital reserves 1,500,185,785 1,677,717,416 1,889,189,593 2,066,721,224 Surplus reserves 1,018,281,748 1,018,281,748 1,018,281,748 1,018,281,748 Attributable profit 3,170,765,865 3,793,105,872 2,720,578,308 3,228,467,354 Total of owner’s equity belong to the 8,023,256,246 8,823,127,884 7,573,068,689 8,258,489,366 parent company Minor shareholders’ 108,902,702 114,647,251 equity Total of owners’ 8,132,158,948 8,823,127,884 7,687,715,940 8,258,489,366 equity Total of liabilities 16,004,401,828 15,122,427,949 14,352,917,723 13,443,985,410 and owners’ equity Legal representative: Yin Jiaxu Principal in Charge of Accountancy :Cui Yunjiang Chief Accountant: Ni Erke 25 搜索公告牛即可看到网络上最快的个股公告 Chongqing Changan Automobile Company Limited From January to June, 2008 PROFIT STATEMENT (Expressed in RMB Yuan) Current term Same period last year Items Notes Parent Parent Consolidated company Consolidated company I. Total business income 7,879,649,185 5,192,654,188 7,215,222,359 4,874,717,053 (五)21 7,879,649,185 5,192,654,188 7,215,222,359 4,874,717,053 Incl. Business income (六)6 II. Total business cost 8,048,947,687 5,233,141,323 7,295,613,253 4,945,713,160 (五)21 6,555,249,330 4,292,742,336 6, 135,807,211 4,182,194,372 Incl. Business cost (六)6 (五)22 193,107,497 133,129,256 180,348,573 131,912,323 Business tax and surcharge Sales expense 710,970,120 437,044,014 620,800,761 348,011,201 Administrative expense 431,036,001 362,161,377 295,560,920 241,355,935 Financial expenses (五)23 39,898,085 7,746,904 36,478,285 16,182,159 Asset impairment loss (五)24 118,686,653 317,436 26,617,504 26,057,168 Plus: Gains from change of fair value (“-“ for loss) Investment gain (“-“ for loss) 614,846,022 594,596,101 514,335,950 514,360,455 Incl. Investment gains from affiliates Gains from currency exchange (“-“ for loss) III. Operational profit (“-“ for 445,547,520 554,108,966 433,945,056 443,364,348 loss) Plus: Non business income 7,659,497 6,762,704 1,122,173 266,358 Less: Non-business expenses 10,637,729 9,594,549 2,488,321 330,835 Incl. Loss from disposal of 473,695 473,695 1,252,459 35,534 non-current assets IV. Gross profit (“-“ for loss) 442,569,288 551,277,121 432,578,908 443,299,871 Less: Income tax expenses -1,873,720 -13,361,396 17,174,891 -1,719,802 V. Net profit (“-“ for net loss) 444,443,008 564,638,517 415,404,017 445,019,673 Net profit attributable to the 450,187,557 564,638,517 434,207,256 445,019,673 owners of parent company Minor shareholders’ equity -5,744,549 -18,803,239 VI. Earnings per share: (I) Basic earnings per share 0.22 0.26 0.22 0.23 (II) Diluted earnings per share 0.22 0.26 0.22 0.23 : Legal representative: Yin Jiaxu Principal in Charge of Accountancy Cui Yunjiang Chief Accountant: Ni Erke 26 搜索公告牛即可看到网络上最快的个股公告 Chongqing Changan Automobile Company Limited From January to June, 2008 CASH FLOW STATEMENT (Expressed in RMB Yuan) Current term Same period last year Items Parent Parent Consolidated company Consolidated company I. Net cash flow from business operation Cash received from sales of products 4,641,788,661 3,336,105,681 6,741,356,217 5,284,281,081 and providing of services Tax returned 61,007,583 5,820,000 19,786,938 Other cash received from business 310,297,248 233,120,413 111,740,162 18,118,789 operation Sub-total of cash inflow from business 5,013,093,492 3,575,046,094 6,872,883,317 5,302,399,870 activities Cash paid for purchasing of 3,602,435,593 2,534,106,130 4, 181,765,905 2,831,845,876 merchandise and services Cash paid to staffs or paid for staffs 311,612,340 259,358,672 346,970,847 290,306,693 Taxes paid 497,879,063 341,574,768 456, 112,128 344,496,041 Other cash paid for business activities 710,867,864 547,301,166 792,978,085 551,213,262 Sub-total of cash outflow from 5,122,794,860 3,682,340,736 5,777,826,965 4,017,861,872 business activities Cash flow generated by business -109,701,368 -107,294,642 1,095,056,352 1,284,537,998 operation, net II. Cash flow generated by investing Cash received from investment 5,637,000 5,068,403 retrieving Cash received as investment gains 851,924,680 860,547,648 656,293,475 658,781,485 Net cash retrieved from disposal of fixed assets, intangible assets, and 789,017 526,846 2,324,432 443,885 other long-term assets Net cash received from disposal of 59,061,006 57,916,984 subsidiaries or other operational units Other investment-related cash received 13,124,422 Sub-total of cash inflow due to 871,475,119 866,142,897 717,678,913 717,142,354 investment activities Cash paid for construction of fixed assets, intangible assets and other 287,897,553 271,189,494 105,158,455 78,927,061 long-term assets Cash paid as investment 716,980,800 754,462,600 Net increase of loan against pledge Net cash received from subsidiaries 15,000,000 15,000,000 and other operational units Other cash paid for investment 190,183 190,183 activities Sub-total of cash outflow due to 1,004,878,353 1,025,652,094 120,348,638 94,117,244 investment activities Net cash flow generated by investment -133,403,234 -159,509,197 597,330,275 623,025,110 III. Cash flow generated by financing Cash received as investment Incl. Cash received as investment from minor shareholders Cash received as loans 1,965,897,688 1,670,000,000 776,000,000 550,000,000 Cash received from bond placing 500,000,000 500,000,000 27 搜索公告牛即可看到网络上最快的个股公告 Other financing-related cash received -6,708,853 Subtotal of cash inflow from financing 1,965,897,688 1,670,000,000 1,269,291,147 1,050,000,000 activities Cash to repay debts 927,178,892 600,000,000 2,199,900,000 2,000,000,000 Cash paid as dividend, profit, or 52,397,491 50,270,018 51,967,050 41,345,325 interests Incl. Dividend and profit paid by 2,000,000 subsidiaries to minor shareholders Other cash paid for financing activities Subtotal of cash outflow due to 979,576,383 650,270,018 2,251,867,050 2,041,345,325 financing activities Net cash flow generated by financing 986,321,305 1,019,729,982 -982,575,903 -991,345,325 IV. Influence of exchange rate alternation on cash and cash equivalents V. Net increase of cash and cash 743,216,703 752,926,143 709,810,724 916,217,783 equivalents Plus: Balance of cash and cash 1,583,706,500 1,169,325,053 1,772,579,895 1,303,038,812 equivalents at the beginning of term VI. Balance of cash and cash 2,326,923,203 1,922,251,196 2,482,390,619 2,219,256,595 equivalents at the end of term : Legal representative: Yin Jiaxu Principal in Charge of Accountancy Cui Yunjiang Chief Accountant: Ni Erke 28 搜索公告牛即可看到网络上最快的个股公告 Chongqing Changan Automobile Company Limited 30 June 2008 STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Expressed in Renminbi Yuan) Amount of Current term Owners’ Equity Attributable to the Parent Company Items Less: Shares Common Retained Minor Total of Share capital Capital in Surplus risk profit Others shareholders’ owners’ reserves stock reserves provision equity equity I. Balance at the end of last year 1,945,019,040 1,889,189,593 1,018,281,748 2,720,578,308 114,647,251 7,687,715,940 Plus: Change of accounting policy Correcting of previous errors II. Balance at the beginning of current year 1,945,019,040 1,889,189,593 1,018,281,748 2,720,578,308 114,647,251 7,687,715,940 III. Changed in the current year (“-“ for decrease) 389,003,808 -389,003,808 513,396,051 -39,622,184 473,773,867 (I) Net profit 513,396,051 -39,622,184 473,773,867 (II) Gains/losses accounted into owners’ equity directly 1. Change in fair value of sellable financial assets, net 2. Influence of change in other owners’ equity of invested enterprises on equity basis 3. Influence of income tax related to owners’ equity items 4. Others Total of (I) and (II) 513,396,051 -39,622,184 473,773,867 (III) Investment or decreasing of capital by owners 1. Capital inputted by 29 搜索公告牛即可看到网络上最快的个股公告 owners 2. Amount of shares paid and accounted as owners’ equity 3. Others (IV) Profit allotment 1. Providing of surplus reserves 2. Common risk provision 3. Allotment to the owners (or shareholders) 4. Others (V) Internal transferring of owners’ equity 389,003,808 -389,003,808 1. Capital reserves transferred to share capital 389,003,808 -389,003,808 2. Surplus reserves transferred to share capital 3. Making up losses by surplus reserves 4. Others IV. Balance at end of this year 2,334,022,848 1,500,185,785 1,018,281,748 3,233,974,359 75,025,067 8,161,489,807 : Legal representative: Yin Jiaxu Principal in Charge of Accountancy Cui Yunjiang Chief Accountant: Ni Erke Chongqing Changan Automobile Company Limited 30 June 2008 STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Expressed in Renminbi Yuan) Amount of Same period Last Year Owners’ Equity Attributable to the Parent Company Items Less: Shares Common Retained Minor Total of Share capital Capital in Surplus risk profit Others shareholders’ owners’ reserves stock reserves provision equity equity I. Balance at the end of last year 1,620,849,200 1,858,277,824 1,018,281,748 2,475,105,128 157,398,438 7,129,912,338 30 搜索公告牛即可看到网络上最快的个股公告 Plus: Change of accounting policy Correcting of previous errors II. Balance at the beginning of current year 1,620,849,200 1,858,277,824 1,018,281,748 2,475,105,128 157,398,438 7,129,912,338 III. Changed in the current year (“-“ for decrease) 324,169,840 30,911,769 245,473,180 -42,751,187 557,803,602 (I) Net profit 666,893,972 -32,921,192 633,972,780 (II) Gains/losses accounted into owners’ equity directly 30,911,769 30,911,769 1. Change in fair value of sellable financial assets, net 2. Influence of change in other owners’ equity of invested enterprises on equity basis 3. Influence of income tax related to owners’ equity items 4. Others 30,911,769 30,911,769 Total of (I) and (II) 30,911,769 666,893,972 -32,921,192 664,884,549 (III) Investment or decreasing of capital by owners -4,329,995 -4,329,995 1. Capital inputted by owners 2. Amount of shares paid and accounted as owners’ equity -4,329,995 -4,329,995 3. Others (IV) Profit allotment 324,169,840 -421,420,792 -5,500,000 -102,750,952 1. Providing of surplus reserves 2. Common risk provision 3. Allotment to the owners (or shareholders) 324,169,840 -421,420,792 -5,500,000 -102,750,952 31 搜索公告牛即可看到网络上最快的个股公告 3. Others (V) Internal transferring of owners’ equity 1. Capital reserves transferred to share capital 2. Surplus reserves transferred to share capital 3. Making up losses by surplus reserves 4. Others IV. Balance at end of this year 1,945,019,040 1,889,189,593 1,018,281,748 2,720,578,308 114,647,251 7,687,715,940 : Legal representative: Yin Jiaxu Principal in Charge of Accountancy Cui Yunjiang Chief Accountant: Ni Erke 32 搜索公告牛即可看到网络上最快的个股公告 ⅱNotes to financial statements I. Corporate information Chongqing Changan Automobile Co., Ltd. (hereafter abbreviated as the “Company”or “Parent Company”) taking Changan Automobile (Group) Liability Co. Ltd. (hereinafter abbreviated as “Changan Group”) as individual initiator, with its business net asset related to mini-vehicle & engine production and its share equity of Changan Suzuki Automobile Co. Ltd. as converted into506,190,000 shares (B share) for investment, was established on October 31, 1996 by issuing 250,000,000 oversea shares domestically listed for abroard investors in the form of money-collecting. Its total share capital is RMB 756,190,000 Yuan.The Legal Representative’s Operating License issued by Chongqing Industrial and Commercial Administrative Bureau is Yu-Jing No. 28546236-3. Under the approval of China Securities Regulatary Committes, the Company publicly issued 120,000,000 RMB ordinary shares (share A) on May 19, 1997. The total share capital increased to RMB 876,190,000 Yuan. On June 26th 1998, based on the total capital stock of 876,190,000 shares for the end of 1997, the capital reserve is transferred into share capital, and the bonus share is 4shares per 10 shares, then the total capital increases toRMB 1,226,666,000 Yuan. On May 26th 2004, based on the total capital stock of 1,226,666,000 shares for the end of 2003, 2 shares per 10 sharesare donated, and then the total capital increases to RMB 1,471,999,200 Yuan. Under the assent of China Securities Regulatary Committes, the Company publicly issued the 148,850,000 RMB ordinary shares (A share) on May 19, 1997. The total share capital increases to RMB 1,620,849,200 Yuan. The Company’s 850,399,200 ordinary shares (state-owned share, 52.47% of its total share) held by its final control company: China South Industry Group Corporation and its complete subsidy-Changan Automobile (Group) Liability Co. Ltd. was taken as part of investment into China South Industry Autmobile Co. Ltd. (hereinafter abbreviated as “China South Automobile”). On March 30, 2006 registered and acknowledged by 33 搜索公告牛即可看到网络上最快的个股公告 Shenzhen Branch Company of China Security Register and Settlement Co Ltd. The mentioned above 850,399,200 shares of state-owned stocks held by Changan Automobile (Group) Liability Co. Ltd. had been transferred to China South Automobile and China South Automobile therefore became the parent company of the Company. On May 11, 2006, the company implemented the plan of share equity restructing. As the share equity restructing implementation ends the Company’s 738,255,200 ordinary shares held by China South Automobile accounts for 45.55% of the Company’s total equity share. The Company, its subsidiaries and jointly cooperated entities (hereafter abbreviated as the “Group”) are principally engaged in the manufacture and sail of automobiles (including sedan), the engine series and parts& components. On May 15th, 2007, based on the total capital stock of 1,620,849,200 shares for the end of 2006, 2 shares per 10 sharesare are donated, and then the total capital increases to RMB 1, 945,019,040 Yuan. On April 20th 2006, the Company fetched the enterprise legal person’s license with the registration mark of Yuzhi No 5000001805570. On April 15th, 2008, based on the total capital stock of 1,945,019,040 shares for the end of 2006, the capital reserve is transferred into share capital, and the bonus share is 2 shares per 10 shares, and then the total capital increases to RMB 2,334,022,848 Yuan. Up to the end of reporting period, capital reserve had already been transferred into share capital. The Company and its subsidiaries and jointly controlled entities (hereafter collectively referred to as the “Group”) are principally engaged in the manufacture and sail of automobiles (including sedan), the engine series and parts& components. II. Representation regarding the preparation basis and compliance with the Accounting Standards for Business Enterprises The financial statements have been prepared, in accordance with the Accounting Standards for Business Enterprises (including basic standards, specific standards, implementation guidance and other relevant provisions; the same below) promulgated by 34 搜索公告牛即可看到网络上最快的个股公告 the MOF in 2006. According to the Notice of the Ministry of Finance on Publishing the “Accounting Standard for Business Enterprises No. 1- Inventory” and other 38 Specific Standards (Cai Kuai [2006] No. 3), the Company applied the Accounting Standards for Business Enterprises promulgated by the Ministry of Finance in 2006 commencing from 1 January 2007. The financial statements are presented on a going concern basis. Ⅲ.Significant accounting policies and estimates The financial statements of the Company and its subsidiaries (collectively “the Group”) for the year ended 31 December 2007, are prepared based on the following significant accounting policies and estimates set out by the Accounting Standards for Business Enterprises. 1. Accounting year The accounting year of the Group is from 1 January to 31 December of each calendar year. 2. Functional currency The Group’s functional and reporting currency is the Renminbi (“RMB”). Unless otherwise stated, the unit of the currency is Yuan. 3. Basis of accounting and measurement basis The Group maintains its accounting records on an accrual basis. Except for certain financial instruments, assets are recorded at actual cost when they are acquired. Subsequently, if the assets are impaired, the corresponding provisions should be made accordingly. The assets invested during the restructuring of the Company, should be recorded at the appraisal price determined by the National Assets Management Department. 4. Business combinations A business combination is a transaction or event that brings together two or more separate entities into one reporting entity. Business combinations are classified into business combinations involving entities under common control and business combinations 35 搜索公告牛即可看到网络上最快的个股公告 involving entities not under common control. Business combination involving entities under common control A business combination involving entities under common control is a business combination in which all of the combining entities are ultimately controlled by the same party or parties both before and after the combination, and that control is not transitory. For a business combination involving entitites under common control, the party that, on the combination date, obtains control of another entity participating in the combination is the acquiring party, while that other entity participating in the comb