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江 铃B:2010年年度报告摘要(英文版) 2011-03-18

江  铃B:2010年年度报告摘要(英文版) 2011-03-18
江  铃B:2010年年度报告摘要(英文版) 2011-03-18

Share’s code:000550 Share’s Name:Jiangling Motors No.:2011-005 200550 Jiangling B

Jiangling Motors Corporation, Ltd.

Extracts From 2010 Annual Report

§1 Important Note

1.1 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. These extracts are extracted from the original of annual report. Investors should carefully read the original for details.

1.2 None of the directors states that he can not ensure the truthfulness, accuracy and completeness of the information disclosed in the report, or he had the dissentience to this report.

1.3 All the directors were present at the meeting.

1.4 PricewaterhouseCoopers Zhong Tian CPAs Limited Company issued unqualified auditor?s reports for JMC.

1.5 Chairman Wang Xigao, President Yuan-Ching Chen, CFO Michael Joseph Brielmaier and Chief of Finance Department, Ding Ni, confirm that the Financial Statements in this Annual Report are truthful and complete.

1.6 The Annual Report is prepared in Chinese and English. In the event of any discrepancy, the Chinese version will prevail.

All financial data in this report are prepared under International Financial Reporting Standards (…IFRS?) unless otherwise specified.

§2 Brief Introduction

2.1 Brief introduction

2.2 Contact persons and contact details

§3 Operating Highlight

3.1 Main accounting data Unit: RMB (000)

3.2Main financial indexes

Share capital change due to new shares issuance, shares allotment, exercising granted stock incentive, repurchasing shares, which causes the change of total equity

□Applicable ■Not Applicable

3.3 Difference between net profits per China General Acceptable Accounting Principles (…

China GAAP ?) and per International Financial Reporting Standards (…IFRS?)

■Applicable □Not Applicable

* Based on the financial statements audited by PwC Zhong Tian per the China GAAP.

§4 Share Capital Changes & Shareholders 4.1 Table on the changes of shareholding structure

4.2 Total shareholders, top ten shareholders, and top ten shareholders holding

4.3 Controlling Shareholders and actual controller

4.3.1 Changes of controlling shareholders and actual controller □Applicable ■Not Applicable

4.3.3 Ownership and

control relations between the Company and the actual controlling parties

4.3.4. Trust or other assets management mode to control the Company made by actual controller

□Applicable ■Not Applicable

§5 Directors, Supervisors and Senior Management

5.1 Shareholding Changes and compensation of Directors, Supervisors and Senior Management

8

Granted shares or derivative securities held by the directors, supervisors and senior executives

□Applicable ■Not Applicable

*Note: JMC pays annual compensation for Ford-seconded senior management personnel to Ford in accordance with the revised Personnel Secondment Agreement signed between JMC and Ford and Ford Affiliates. In 2010, JMC should pay US$ 375 thousand to Ford for Director & President Yuan-Ching Chen, CFO Michael Joseph Brielmaier and VP Peter Dowding, RMB 750 thousand for VP Zhong Wanli,. These payments made by JMC to Ford do not reflect the actual salaries earned by Ford-seconded senior management.

**Note: The total compensation included the long-term incentive of about RMB 920 thousand deferred from the previous years.

Abbreviations:

EVP Executive Vice President

CFO Chief Financial Officer

VP Vice President

9

§6 Report of the Board of Directors

6.1 Discussions and analysis on operating results during the reporting period

(1) Operating Results

JMC?s core business is production and sales of light commercial vehicles and related components. Its major products include JMC series light truck and pickup and Transit series commercial bus. The Company also produces engines, castings and other components.

In 2010, JMC achieved record sales volume of 178,999 units including 66,224 JMC brand light trucks, 60,417 JMC brand pickups and SUVs, and 52,358 Ford Transit commercial vehicles. Total sales volume was up 56% from same period last year. Total production volume was 182,954 units, including 67,627 JMC brand light trucks, 61,688 JMC brand pickups and SUVs, and 53,639 Transits.

The Company?s sales increase is prima rily explained by industry and market share growth. JMC brand light truck sales volume increased 43% compared with same period last year, JMC brand pickup and SUV sales volume increased 73%, Transit sales volume increased 56%.

In 2010, the Company achieve d a share of 1.0% of China?s total vehicle industry, up 0.2 percentage point from a year ago (In 2010, the Company achieved a share of 2.7% of China?s commercial vehicle industry, up 0.5 percentage point compared with 2009). JMC light trucks (including pickup) accounted for 6.6% of the light truck market, up 1.6 percentage points from a year ago. Transit, along with the JMC brand Yunba microbus, achieved about 20.5% of the light bus market, and increase of 5.4 percentage points from last year?s level. (Data source for above analysis: China Association of Automobile

Manufacturers and the Company sales records)

(3) Main Suppliers and Customers

The total value of purchases from the top 5 suppliers was RMB 2,585 million, accounting for 23% of JMC?s total annual buy. The total sale value to the top 5 customers was RMB 2,313 million, accounting for 15% of JMC?s total turnover.

(4) Operational Challenges and Resolutions

In 2010, the Company continued to face competitive challenges with new product entries, intensifying cost pressures, and capacity constraint. The Company focused on initiating new product development and expanding production capacity, with appropriate assessment of the existing market conditions and future trend analysis.

With regard to competition, the Company continued to experience market share pressure from competitive new product and pricing actions in all of its segments. In response, the Company tactically lowered price for N600 light truck in the first quarter and 07 model pickup and Transit classic logistic models in the third quarter and introduced a brand new N350 SUV Yusheng in the fourth quarter. Additionally, the Company also initiated proactive marketing programs and accelerated network expansion in the tier 2 markets that helped to boost sales.

To pursue steady growth, the company continued to focus on (1) enhancing sales promotion programs to support sales and market share of present and new products, (2) reducing component costs for all car line, (3) balancing management of controllable expenses, including operating, capacity-related, and new product development-related spending, while ensuring achievement of company?s annual volume/profit targets a nd long term growth objectives, (4) ensuring steady cash flow, and (5) strengthening corporate governance and application of appropriate risk assessment and control mechanisms.

The Company anticipates continued market pressures in the near future, including competitive new product entries in selected market segments, competitive pricing penetration, raw material prices and labor cost increases, and government policy revisions and more stringent regulatory requirements. To combat these challenges, the Company continues to leverage previously established processes and work groups to reduce existing product costs and eliminate operating waste throughout the enterprise. Additionally, we are maximizing part sourcing localization and cost reduction for new produ cts. The company?s management also specifically focused on (1) improving quality and customer satisfaction to protect core product sales and market share, (2) introducing new products to penetrate into new segments to gain sales and profit growth, and (3) expanding production capacity to meet market demand. Moreover, the Company continued to execute several approved major projects with the support of our technology partners. These programs include the N350 Pick-up project, the N800 project (the next generation truck product which is a self

developed product), and the JX4D24, E802 engine manufacturing projects which support our vehicles with engines to meet future regulatory requirements. These actions will introduce competitive and profitable products to ensure the Company's steady volume and profit growth in the future.

Finally, the company is continuing its efforts to strengthen dealer network development and pursue export and OEM sales growth.

(5) 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 N900, N350 and N800 programs will reflect market driven improvements including increased payloads, new styling, improved powertrain, etc. The JX4D24, JX493, and E802 projects will further expand the Company's engine development capability, engine manufacturing capacity and ensure the Company is compliance with stringent emission regulations.

(6) Financial Results

Revenue in 2010 was RMB 15,768 million, up 51% from last year; net profit was RMB 1,706 million (per International Accounting Standards), up 62% from last year. Distribution cost was up RMB 249 million, up 32% from last year, primarily reflecting volume-related changes including vehicle delivery costs, warranty, promotion expenses and advertisement expenditure. Administrative expenses increased by RMB 229 million, up 38% from same period last year, primarily reflecting higher research and development fees.

Cash flow from operations was positive RMB 2,716 million, reflecting favorable profit and operating-related working capital changes. Cash flow from investing activities was negative RMB 373 million, reflecting primarily spending for capital goods such as facilities, equipment and tooling. Financing cash flow was negative RMB 444 million, primarily explained by dividend payment.

At the end of 2010, the Company held a total of RMB 5,813 million in cash and cash equivalents, increasing RMB 1,899 million from the end of 2009. The balance of bank borrowing was RMB 32 million; decreasing about RMB 1 million from 2009 year end.

Total assets were RMB 11,238 million, up 35% from RMB 8,294 million at year end 2009. The improvement primarily reflects higher cash and cash equivalents as a result of higher profits generated from operating activities and improved working capital.

Total liabilities, were RMB 4,995 million, up 49% from RMB 3,347 million at year end 2009. This reflects mainly an increase in accounts payables associated with volume growth. Shareholder equity was RMB 6,243 million at December 31, 2010, up RMB 1,296 million from year-end 2009. This increase is mainly explained by net profit earned in the reporting period and dividend payments partially offset the equity increase.

(7) 2011 Year Plan

The Company is projecting revenue at RMB 20,000 million for 2011. The intensified competition resulting from new market entries and the launch of news models will require increased levels of marketing expense to support volume and market share growth. Additionally, R&D and capital expenditures are projected to be higher as we progress with

new product programs and capacity expansion actions.

In 2011, the Company will continue to focus on achieving sales and profit targets, enhancing formulation of new product development strategies and executing plans for future growth. Specific actions include:

i.Accelerate efforts to strengthen our brands through enhancing the Company's

distribution network, including brand-specific shop expansion and development of JMC Cares service strategy to achieve volume and market share targets.

ii.Improve product quality and customer satisfaction.

iii.Increase product cost reduction efforts and improve operating efficiencies to achieve cost targets.

iv.Solidify product cycle plan, timely deliver new product/engine programs and capacity projects.

v.Deliver recruiting, retention and training objectives that help to strengthen employees' overall competence to support future growth.

6.2 Table below breaks down Revenue & Cost of Goods Sold from Core Business.

Unit: RMB ?000

6.3 Details pertaining to core business classified according to region

■Applicable □Not Applicable

Unit: RMB ?000

6.4 Items applying to fair value accounting policy

□Applicable ■Not Applicable

6.5 Raised fund use

□Applicable ■Not Applicable

Changed projects

□Applicable ■Not Applicable

6.6 Non-raised fund use

■Applicable □Not Applicable

6.7 Causses and explanation of the Board of Directors on the changes of accounting policy, accounting estimates or the correction of major accounting errors

□Applicable ■Not Applicable

6.8 Explanation of the Board of Directors to abnormal opinions from accounting firm

□Applicable ■Not Applicable

6.9 The proposals on year 2010 profit distribution and transferring capital surplus reserve to

Table of cash dividend in the past three years

The Company did not put forward a cash dividend proposal while the Company achieved positive profit in the reporting period

□Applicable ■Not Applicable

6.10. Foreign currency constitution of financial assets available-for-sale

§7 Major events

7.1 Acquirement of operation

□Applicable ■Not Applicable

7.2 Sales of operation

□Applicable ■Not Applicable

7.3 Major guarantee

■Applicable □Not Applicable

7.4 Major related party transactions

7.4.1 Related party transactions relating to routine operation

In the reporting period, the related party transactions with controlling shareholder and its subsidiaries, to whom the Company sold goods and provided labour services, was RMB 58,654 thousand.

7.4.2 Creditor?s rights and liabilities between listing company and related parties

□Applicable ■Not Applicable

7.4.3 Settlement of non-operating funding of major shareholder and its affiliates in the reporting period

□Applicable ■Not Applicable

7.5 Trust investment

□Applicable ■Not Applicable

7.6 Implementation of commitments

Commitments of the Company as well as its Directors, Supervisors and senior executives, the shareholder holding 5% or more of JMC?s shares or actual parties during the reporting period

*JMH, which holds 41.03% of JMC total shares, issued letters of commitment, and declared and 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 promisor ensures that it will compensate losses resulting from partial or complete

non-fulfillment of its promises to other shareholders; and

(3)the promisor will fulfill its commitments faithfully and accept relevant legal

responsibility, and it will not transfer its 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.

7.7 Major litigation and arbitration

□Applicable ■Not Applicable

7.8 Analysis and Explanations on other major events & its impact and settlement

7.8.1 Securities Investments

□Applicable ■Not Applicable

7.8.2 Equity in other listed companies

□Applicable ■Not Applicable

7.8.3 Equity in the companies to be listed and non-listed financial companies

□Applicable ■Not Applicable

7.8.4 Share trading for other listed companies

□Applicable ■Not Applicable

7.8.5 Other comprehensive income

□Applicable ■Not Applicable

§8 Report of Supervisory Board

□Applicable ■Not Applicable

§9 Financial Statements 9.1 Auditor?s opinion

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