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misrepresentations

Share’s code 000550 Share’s Name Jiangling Motors No. 2010-005

     200550 Jiangling B

    Jiangling Motors Corporation, Ltd.

    Extracts From 2009 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 auditors reports for JMC.

    1.5 Chairman Wang Xigao, President Yuan-Ching Chen, CFO Michael Joseph Brielmaier and Chief of Finance Department, Wu Jiehong, 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

    Share‟s name Jiangling Motor Jiangling B

    Share‟s code 000550 200550

    Place of listing Shenzhen Stock Exchange

    Company registered address No. 509, Northern Yingbin Avenue, Nanchang City,

    & headquarters address Jiangxi Province, P.R.C

    Post code 330001

    Companys website http://www.jmc.com.cn

    E-mail relations@jmc.com.cn

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    2.2 Contact persons and contact details

     Board Secretary Person for Financial Securities Affair

    Information Disclosure Representative Name Wan Hong Michael Joseph Quan Shi

    Brielmaier

    Telephone 86-791-5235675 86-791-5266503 86-791-5266178 Fax 86-791-5232839

    E-mail relations@jmc.com.cn

    Contact address No. 509, Northern Yingbin Avenue, Nanchang City, Jiangxi Province, P.R.C

    ?3 Operating Highlight

    3.1 Main accounting data Unit: RMB „000

    2007 Change 2009 2008 After Before (%) Adjustment* Adjustment

    10,433,205 8,587,034 8,455,549 8,455,549 Revenue 21.50

    Profit Before Income 1,238,840 899,784 857,198* 860,878 37.68 Tax

    Profit Attributable to

    1,052,529 782,356 756,713* 753,445 the Equity Holders 34.53

    of the Company

    Net Cash Generated

    3,112,232 179,611 837,905 837,905 From Operating 1632.76

    Activities

    End of Year 2007 End of End of Change (%) After Before Year 2009 Year 2008 Adjustment* Adjustment

    8,294,346 5,963,778 6,125,140 6,125,140 Total Assets 39.08

    Shareholders‟ Equity

    Attributable to the 4,843,947 4,050,382 3,526,990* 3,496,128 19.59 Equity Holders of

    the Company

    863,214 863,214 863,214 863,214 Share Capital 0

    3.2 Main financial indexes

    2007

    2009 2008 After Before Change (%)

    Adjustment* Adjustment Basic Earnings Per 1.22 0.91 0.88* 0.87 34.53 Share (RMB)

    Diluted Earnings Per 1.22 0.91 0.88* 0.87 34.53 Share (RMB)

    Weighted Average 23.66 20.65% 23.08%* 23.19% Up 3.01

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Return on Net Asset percentage

    Ratio points

    Net Cash Per Share

    Generated From 3.61 0.21 0.97 0.97 1632.76 Operating Activities

    (RMB)

    End of Year 2007 End of End of Change (%) After Before Year 2009 Year 2008 Adjustment* Adjustment

    Net Assets Per Share

    Attributable to the 5.61 4.69 19.59 4.09 4.05 Equity Holders of the

    Company (RMB)

    * Starting from 2008, JMC has 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 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.

    3.3 Difference between net profits per China General Acceptable Accounting

    Principles („China GAAP‟) and per International Financial Reporting Standards

    („IFRS‟)

    ?Applicable ?Not Applicable

    Unit: RMB „000

    Profit Shareholders‟ Equity Attributable Attributable to the to the Equity Equity Holders of Holders of the Company as of the Company December 31, 2009 in 2009

    4,843,947 1,056,132 As Prepared under the China GAAP*

     Adjustment per IFRS:

    Staff Bonus and Welfare Fund appropriated - -3,603 from Net Profit of a Subsidiary

    4,843,947 1,052,529 As Restated in Conformity with IFRS

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

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    ?4 Share Capital Changes & Shareholders

    4.1 Table on the changes of shareholding structure

     Before the change Change (+, -) After the change

     Reserve- Proportion Proportion New Bonus of total of total Shares converted Others Subtotal Shares shares Shares shares (%) shares (%) shares

    I. Limited tradable - - - 271,372,145 31.44% -268,130,600 -268,130,600 3,241,545 0.38% A shares

    1.State-owned - - - - - - - - - shares

    2. State-owned legal - - - 267,854,600 31.03% -267,854,600 -267,854,600 - - person shares

    3. Other domestic - - - 3,513,000 0.4% -276,000 -276,000 3,237,000 0.37% shares

    Including: Domestic legal - - - -396,000 -396,000 3,513,000 0.4% 3,117,000 0.36% person shares

    Domestic natural - - - 120,000 120,000 - - 120,000 0.01% person shares

    4. Management 4,545 0.01% - - - - - 4,545 0.01% Shares

    II. Unlimited - - - 591,841,855 68.56% 268,130,600 268,130,600 859,972,455 99.62% tradable shares

    1. A shares 247,841,855 28.71% - - - 268,130,600 268,130,600 515,972,455 59.77% 2. B shares 344,000,000 39.85% - - - 344,000,000 39.85% - -

    III. Total 863,214,000 100% - - - - - 863,214,000 100%

    Change Table of Shares with Trading Restriction by December 31, 2009

    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 267,854,600 267,854,600 - 0 Share Reform 2009.5.20 Co., Ltd.

    Shanghai Fuyong 240,000 240,000

    Industry & Trade Co., - 0 Share Reform 2009.5.20 Ltd.

    Changsha Machinery &

    Electronic Equipment 36,000 36,000 - 0 Share Reform 2009.5.20 Co., Ltd.

    Huang Changxiang 0 - 42,000 42,000 Share Reform Li Wanlian 0 - 78,000 78,000 Share Reform

    Management 3,645 - - 3,645 Wu Yong 2010.1.4 shares

    Management 900 - - 900 Xiong Chunying 2010.1.4 shares Total 268,135,145 268,130,600 120,000 124,545

    120,000 shares with trading restriction held by Hunan Xiangbei Sanxing Company

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    were transferred to Mr. Huang Changxiang and Mr. Li Wanlian according to the

    agreement signed by them.

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

    unlimited tradable shares

    JMC had 27,813 shareholders, including 19,799 A-share holders and 8,014 B-share Total shareholders holders, as of December 31, 2009.

    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 354,176,000 41.03 0 0 Co., Ltd. legal person

    Foreign legal 258,964,200 30 0 0 Ford Motor Company person

    Bosera Thematic Sector Domestic 13,304,508 1.54 0 0 Equity Securities non-state-owned

    Investment Fund legal person

    Shanghai Automotive Co., State-owned 13,019,610 1.51 0 0 Ltd. Legal person

    Dragon Billion China Foreign legal 1.12 9,679,488 0 0 Master Fund person

    ChinaAMC Growth Domestic 0.85 7,307,128 0 0 Securities Investment non-state-owned

    Fund legal person

    China Life Insurance State-owned 6,155,472 0.71 0 0 (Group) Company Legal person

    Bosera Emerging Growth Domestic 0.70 6,000,000 0 0 Securities Investment non-state-owned

    Fund legal person

    PICC Life Insurance State-owned 5,298,970 0.61 0 0 Company Limited Legal person

    Abn Amro Teda Domestic 5,050,573 0.59 0 0 Evaluation Securities non-state-owned

    Investment Fund legal person

    Top ten shareholders holding unlimited tradable shares

    Shareholder Name Shares without Trading Share Type

    Restriction

    354,176,000 Jiangling Motor Holding Co., Ltd. A share

    258,964,200 Ford Motor Company B share Bosera Thematic Sector Equity Securities 13,304,508 A share Investment Fund

    13,019,610 Shanghai Automotive Co., Ltd. A share Dragon Billion China Master Fund 9,679,488 B share ChinaAMC Growth Securities Investment 7,307,128 A share Fund

    6,155,472 China Life Insurance (Group) Company A share Bosera Emerging Growth Securities 6,000,000 A share Investment Fund

    5,298,970 China Life Insurance Company Ltd. A share Abn Amro Teda Evaluation Securities 5,050,573 A share Investment Fund

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    Notes on association among above-mentioned Bosera Thematic Sector Equity Securities Investment Fund and

    shareholders Bosera Emerging Growth Securities Investment Fund are related

    funds.

4.3 Controlling Shareholders and actual controller

    4.3.1 Changes of controlling shareholders and actual controller ?Applicable ?Not Applicable

4.3.2 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

    Co., Ltd. held 50% of total equity of JMH respectively. And its legal representative is

    Mr. Xu Liuping. 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.

    The controlling shareholders of JMH are JMCG and Chongqing Changan Automobile Co., Ltd.

JMCG, founded on July 27, 1991, is a wholly state-owned enterprise with registered

    capital of RMB 1.36 billion and subordinate to Nanchang State-owned Assets

    Supervision and Administration Committee. Its legal representative is Mr. Wang Xigao. Main scope of business: manufacturing of automobiles, engines, chassis,

    specialty vehicle, transmission, other products, automotive quality testing, sales of self-produced products and raw materials, equipment, electronic products, parts and others, as well as related after-sales services and maintenance services; development

    of products derived from JMC brand light vehicle; oversea auto project-contracting,

    export equipment, material and related labor services.

    Chongqing Changan Automobile Co., Ltd., founded on December 31, 1996, is a state-controlled enterprise with registered capital of RMB 2.33 billion and subject to the State-owned Assets Supervision and Administration Committee of the State Council (SASAC). Its legal representative is Mr. Xu Liuping. Main scope of business: development, manufacturing, sales, import & export business of auto

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(including sedan), engine, automotive components, die, tools, installation of

    machinery, technological consultant services.

4.3.3 Ownership and control relations between the Company and the actual

    controlling parties

     SASAC

    Nanchang State-owned Assets Supervision and

    Administration Committee

     45.55% 100%

Chongqing Changan Automobile Co., Ltd. JMCG

     50% 50%

    Ford JMH

     41.03% 30%

    JMC

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    ?5 Directors, Supervisors and Senior Management

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

    Compensation Position Name Gender Age Term of Office Shares Shares Cause Compensation Paid by as of as of of Share Paid by JMC Shareholder

    Dec. Dec. Change in 2009 Entities or

    Other Related 31, 31, (RMB 000) Entities (Y/N) 2008 2009

    Directors

    Chairman Wang Xigao Male 60 2008.62011.6 0 0 - Y Vice Chairman Robert J. Graziano Male 51 2008.62011.6 0 0 - Y Director Ren Qiang Male 50 2009.122011.6 0 0 - Y Director Howard D. Welsh Male 53 2008.62011.6 0 0 - Y Director & President Yuan-Ching Chen Male 58 2009.62011.6 0 0 * N Director & EVP Female 46 2009.122011.6 1,200 1,200 870 N Xiong Chunying

    Zhang Zongyi Independent Director Male 46 2008.62011.6 0 0 80 N Independent Director Shi Jiansan Male 55 2008.62011.6 0 0 80 N

    Vincent Pun-Fong Independent Director Male 59 2008.62011.6 0 0 80 N KWAN

    Supervisors

    Chief supervisor Wu Yong Male 59 2008.62011.6 4,860 4,860 - Y Supervisor Alvin Qing Liu Male 53 2008.62011.6 0 0 - Y Supervisor Zhu Yi Male 40 2008.62011.6 0 0 - Y Supervisor Jin Wenhui Male 43 2008.62011.6 0 0 340 N Supervisor Xu Lanfeng Female 41 2008.62011.6 0 0 190 N

     Senior Management:

    EVP Tu Hongfeng Male 62 2008.62011.6 0 0 1170 N

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    EVP Liu Nianfeng Female 49 2008.62011.6 0 0 870 N

    Michael Joseph CFO Male 54 2009.112011.6 0 0 * N Brielmaier

    VP & Board Secretary Wan Hong Male 49 2008.62011.6 0 0 680 N

    VP Zhong Wanli Male 47 2008.62011.6 0 0 * N

    VP Zhou Yazhuo Male 47 2008.62011.6 0 0 680 N

    VP Li Qing Male 45 2008.62011.6 0 0 560 N

    VP Peter Dowding Male 51 2009.72011.6 0 0 * N

    Total 6,060 6,060 5,360**

    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 2009, JMC should pay US$ 375 thousand to Ford for Director & President Yuan-Ching Chen, US$ 62.5 thousand for CFO Michael Joseph Brielmaier, RMB 750 thousand for VP Zhong Wanli, and US$ 187.5 thousand for VP Peter Dowding. 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 530 thousand deferred from the previous years.

Abbreviations:

    EVP Executive Vice President

    CFO Chief Financial Officer

    VP Vice President

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5.2 Particulars about the directors attendance to the Board meeting

    Not to

    present in Presence person in Required Presence in Form Presence Name Position Absence two Board in of Paper by Proxy consecutive Attendance Person Meeting meetings

    (Y/N)

    N Wang Xigao Chairman 12 4 8 0 0

    N Vice 12 4 8 0 0 Robert J. Graziano Chairman

    N Ren Qiang Director 1 1 0 0 0

    N Howard D. Welsh Director 12 4 8 0 0

    N Yuan-Ching Chen Director 8 3 5 0 0

    N Xiong Chunying Director 1 1 0 0 0

    N Independent 12 2 8 2 0 Zhang Zongyi Director

    N Independent 12 4 8 0 0 Shi Jiansan Director

    N Vincent Pun-Fong Independent 12 3 8 1 0

    KWAN Director

    Total meetings held by the Board 12

    Including: On-the-spot meeting 4

     In form of paper meeting 8

    ?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 2009, JMC achieved record sales volume of 114,688 units including 46,252 JMC brand light trucks, 34,851 JMC brand pickups and SUV, and 33,585 Ford Transit commercial vehicles. Total sales volume was up 21% from same period last year. Total production volume was 117,955 units, including 48,620 JMC brand light trucks, 35,183 JMC brand pickups and SUV, and 34,152 Transits.

    The Company‟s sales increase is primarily explained by industry strength. JMC brand light truck sales volume increased 19% compared with same period last year, JMC brand pickup and SUV sales volume increased 21%, Transit sales volume increased 22%.

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