Jiangling Motors Corporation, Ltd. 2014 Annual Report

Jiangling Motors Corporation, Ltd.

2014 Annual Report

Chapter I Important Notes, Contents and Abbreviations

Important Note The Board of Directors and its members, the Supervisory Board and its members, and the senior executives are jointly and severally liable for the truthfulness, accuracy and completeness of the information disclosed in the report and confirm that the information disclosed herein does not contain false statements, misrepresentations or major omissions.

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

The year 2014 profit distribution proposal approved by the Board of Directors is as follows: A cash dividend of RMB 9.7 (including tax) will be distributed for every 10 shares held, and there is no stock dividend. Based on the total share capital of 863,214,000 shares as of December 31, 2014, the total cash dividend distribution amounts shall be RMB 837,317,580. B share dividend shall be paid in Hong Kong Dollars and converted based on the HKD-to-RMB standard exchange rate published by the People’s Bank of China on the first working day following the approval on the profit distribution proposal by the Shareholders’ Meeting of the Company. The Board decided not to convert capital reserve to share capital this time.

The prospective description regarding future business plan and development strategy in this report does not constitute virtual commitment. The investors shall pay attention to the risk.

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

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

Contents

Chapter I Important Notes, Contents and Abbreviations ...... 1

Chapter II Brief Introduction ...... 3

Chapter III Operating Highlight ...... 4

Chapter IV Report of the Board of Directors ...... 4

Chapter V Major Events ...... 16

Chapter VI Share Capital Changes & Shareholders ...... 18

Chapter VII Directors, Supervisors, Senior Management and Employees . 22

Chapter VIII Corporate Governance Structure ...... 30

Chapter IX Internal Control ...... 35

Chapter X Financial Statements ...... 37

Chapter XI Catalog on Documents for Reference ...... 97

Abbreviations: JMC, or the Company Jiangling Motors Corporation, Ltd. JMH Jiangling Motor Holding Co., Ltd. Ford Ford Motor Company Jiangling-Isuzu Jiangling-Isuzu Motors Company, Ltd. CSRC China Securities Regulatory Commission JMCG Jiangling Motors Company (Group) JMCH JMC Heavy Duty Vehicle Co., Ltd. EVP Executive Vice President CFO Chief Financial Officer VP Vice President

Chapter II Brief Introduction

Company’s Chinese name: 江铃汽车股份有限公司 English name: Jiangling Motors Corporation, Ltd. Abbreviation: JMC Company legal representative: Mr. Wang Xigao JMC’s Board secretary: Mr. Wan Hong (Tel: 86-791-85235675) Person for financial information disclosure: Mr. Dennis Leu (Tel: 86-791-85266503) JMC’s securities affairs representative: Mr. Quan Shi (Tel: 86-791-85266178) Contact address: No. 509, Northern Yingbin Avenue, Nanchang City, Jiangxi Province, P.R.C Switchboard: 86-791-85266000 Fax: 86-791-85232839 E-mail: [email protected] Company registered address & headquarters address: No. 509, Northern Yingbin Avenue, Nanchang City, Jiangxi Province, P.R.C Postal Code: 330001 JMC’s website: http://www.jmc.com.cn Newspapers for information disclosure: China Securities, Securities Times, Hong Kong Commercial Daily Website designated by CSRC for publication of JMC’s Annual Report: http://www.cninfo.com.cn Place for archiving Annual Report: Securities Department, Jiangling Motors Corporation, Ltd. Place of listing: Shenzhen Stock Exchange Share’s name: Jiangling Motors Jiangling B Share’s code: 000550 200550 Other Information: 1. JMC was registered with Nanchang Municipal Bureau of Industrial & Commercial Administration on November 28, 1993. The information of JMC initial registration can be inquired from Jiangxi Provincial Bureau of Industrial & Commercial Administration. The company registration was changed with Jiangxi Provincial Bureau of Industrial & Commercial Administration on January 8, 1997, on September 20, 1999, on November 25, 2003, on September 23, 2004, on June 21, 2007 and on April 30, 2008. 2. Changes of Controlling Shareholders: On December 1, 1993, JMC A shares were listed on Shenzhen Stock Exchange, while JMCG, the founder-member, was the controlling shareholder of the Company. On September 29, 1995 and November 12, 1998, JMC issued additional 344 million B shares totally, while, after the additional B share issuance, JMCG and Ford were the controlling shareholders of the Company. On December 8, 2005, the 354.176 million JMC shares held by JMCG, the former controlling shareholder, were transferred to JMH. Presently, JMH and Ford are the controlling shareholders of the Company. 3. Business License Registration Number: 360000511000021. 4. Taxation Registration Number: (State Administration of Taxation) 360108612446943 (Nanchang Local Taxation) 360104612446943 3

5. Organization Code: 61244694-3. 6. Accounting Firm appointed by JMC for audit under both China General Acceptable Accounting Principles (‘China GAAP’) and International Financial Reporting Standards (‘IFRS’): Name: PricewaterhouseCoopers Zhong Tian CPAs LLP (‘PwC Zhong Tian’) Headquarters address: 11th Floor, PricewaterhouseCoopers Center, 202 Hu Bin Road, Shanghai City, P.R.C. Names of Signed Accountants: Ye Jun, Xiong Huanwei

Chapter III Operating Highlight

I. Main accounting data and financial ratios of the past three years. Unit: RMB ‘000 Change 2014 2013 2012 (%) Revenue 25,537,290 20,889,706 22.25 17,474,707 Profit Attributable to the Equity 2,107,852 1,694,848 24.37 1,515,327 Holders of the Company Net Cash Generated From 4,189,649 3,141,249 33.58 2,265,638 Operating Activities Basic Earnings Per Share (RMB) 2.44 1.96 24.37 1.76 Diluted Earnings Per Share (RMB) 2.44 1.96 24.37 1.76 Up 1.66 Weighted Average Return on Net 21.20% 19.54% percentage 19.53% Asset Ratio points End of Year End of Year Change End of Year

2014 2013 (%) 2012

Total Assets 19,496,528 16,484,699 18.27 13,112,376

Shareholders’ Equity Attributable to the Equity Holders of the 10,598,429 9,173,999 15.53 8,079,807 Company

Chapter IV Report of the Board of Directors

1. Summary In 2014, China automobile industry production and sales volume increased steadily and rationally. Total sales volume was 23.49 million, increased 6.9% compared with 2013. Commercial vehicle sales volume was 3.79 million, decreased 6.5% compared with 2013.

JMC’s core business is production and sales of light commercial vehicles，SUV and related components. JMC’s major products include JMC series light truck, pickup, Yusheng SUV, Transit series commercial vehicles, and heavy duty trucks. The Company also produces and sells engines, castings and other components for sales to domestic and overseas markets.

During the reporting period, to face more severe competition, more stringent regulatory requirement, intensifying cost pressures and commercial vehicle industry slowdown pressure, the Company focused on quality improvement and new product development. Simultaneously, the Company introduced a series of sales policy to respond the segment markets slowdown pressure. In 2014, JMC achieved sales volume of 275,858 units, increased 20% compared with 2013, achieved a revenue of RMB 25.54 billion, increased 22% compared with 2013, and achieved a net profit of RMB 2.11 billion, increased 24% compared with 2013.

2. Core Business Analysis i. Sales Revenue Analysis In 2014, JMC sales volume was 275,858 units, including JMC light truck of 106,582 units, JMC pickup of 70,454 units, Yusheng SUV of 26,708 units, Transit CV of 72,076 units and Heavy Truck of 38 units. Total sales volume increased 20% compared with 2013. Total production volume was 274,161 units, including JMC light truck of 105,988 units, JMC pickup of 70,083 units, Yusheng SUV of 26,230 units, Transit CV of 71,814 units and Heavy Truck of 46 units.

In 2014, JMC achieved a market share at 1.17% of total industry, up 0.13 percentage point from last year. JMC light truck and pickup accounted for 11.4% market share, up 3.2 percentage points from last year. Transit accounted for 18.7% market share, down 1.9 percentage points from last year. (Data source for above data: China Association of Automobile Manufacturers and the Company sales records)

In 2014, JMC total sales revenue was RMB 25.54 billion, increased 22% compared with 2013.

In 2014, JMC total sales value to the top 5 customers was RMB 3,595 million, accounting for about 14% of JMC’s total turnover.

Top 5 Customers:

Sales Value Percentage of JMC’s No. Name of the Customer (RMB Yuan) Total Turnover (%) 1 JMCG Import & Export Co., Ltd. 1,312,707,993 5.1% Zhejiang Jiangling Motors Sales 2 1,202,699,700 4.7% Company Shanghai Keda Auto Sales 3 371,652,527 1.5% Company Henan Jiangling Motors Sales 4 363,297,139 1.4% Company Shanghai Keda Zhoupu Auto Sales 5 344,640,052 1.4% Company Total 3,594,997,411 14.1%

ii. Cost Analysis 5

Unit: RMB’000 2014 FY 2013 FY YOY Cost in Cost in change Product Proportion Proportion Core Core (Percentage （%）（%） Business Business Points) Vehicle 17,420,269 92.3% 14,086,325 91.9% 0.4 Components 1,454,105 7.7% 1,242,679 8.1% -0.4

The total value of purchases from the top 5 suppliers was RMB 3,872 million, accounting for about 22% of JMC’s total annual purchase amount.

Top 5 Suppliers: Percentage of JMC’s Purchases Value No. Name of the Dealer Total Annual Purchase (RMB Yuan) Amount (%) Bosch Auto Diesel System 1 952,330,505 5.5% Company 2 Jiangxi Jiangling Chassis Company 832,971,063 4.8%

3 JMCG Interior Trim Factory 726,805,981 4.2% GETRAG (Jiangxi) Transmission 4 692,007,317 4.0% Company Nanchang Bao-jiang Steel 5 667,940,411 3.9% Processing & Distribution Co., Ltd. Total 3,872,055,277 22.4% iii. Expense Analysis Unit: RMB’000 YOY Change Items 2014 FY 2013 FY (%) Sales Tax 852,416 614,397 38.7% Income Tax Expense 321,443 208,468 54.2%

Sales tax increased by 39%, mainly due to the total volume increase and more consumption tax (because of the taxable vehicles volume increase).

Income tax expense increased by 54%, mainly due to the profit increase and applicable tax rate adjustment of 2013 deferred income tax assets accrual. iv. Product Development In 2014, JMC continued to focus on development of new product programs. Product related spending centered at future product development and compliance with regulatory requirements. The N800, N352, N330, J08, J09, J10, J18 programs will incorporate market driven improvements including increased payloads, new styling, and improved power lift, etc. The JX493, E802, J15 and self-developed gas engine G501 projects will further expand

the Company's engine development capability, engine manufacturing capacity and ensure the Company is compliant with stringent emission regulations. The development expenditure which accounted in administrative expense was 1,554 Mils, representing 15% of net assets, or 6% of revenue.

v. Cash Flow Analysis Net cash generated from operating activities increased by RMB 1,048 Mils, up 33.4% from 2013, mainly due to the increase of sales volume.

Net cash used in financing activities decreased by RMB 365 Mils, down 34.8% from 2013, mainly due to repayment of bank borrowing of JMC Heavy Duty Vehicle Co., Ltd. (“JMCH”) in 2013.

3. Composition of Main Business Table below breaks down Revenue & Cost of Goods Sold from Core Business. Unit: RMB’000 YOY Gross YOY YOY Change Margin Cost in Core Gross Product Turnover Turnover in Costs of Change Business Margin Change (%) Core Business (Percentage (%) Points)

I. Vehicle 23,334,321 17,420,269 25.3% 23.0 23.7 (0.4)

II. Components 1,974,502 1,454,105 26.4% 14.9 17 (1.3)

Total 25,308,823 18,874,374 25.4% 22.3 23.1 (0.5)

Including: Related Party Transaction 1,712,390 1,398,634 18.3% 4.4 3.8 0.5 The decrease of the margin in the reporting period reflected the negative production mix change of the Company. Details pertaining to core business classified according to region: Unit: RMB’000 Region Turnover YOY Turnover Change (%) North-east China 1,012,046 11.50 North China 2,613,085 18.60 East China 12,039,515 19.53 South China 4,160,761 39.34 Central China 2,272,070 23.23 North-west China 962,279 9.19 South-west China 2,249,067 25.36

4. Analysis of Assets and Liabilities i. Major Changes in Assets Unit: RMB’000 YOY YOY December 31, 2014 December 31, 2013 Amount Proportion Asset Items change change Amount Proportion Amount Proportion (%) (Points) Property, Plant and 5,736,408 29.4% 5,149,137 31.2% 11.4% (1.8) Equipment Inventories 1,658,707 8.5% 1,745,927 10.6% (5.0)% (2.1) Trade, other receivables and 2,006,162 10.3% 2,059,295 12.5% (2.6)% (2.2) prepayments Cash and Cash Equivalents 8,970,278 46.0% 6,479,972 39.3% 38.4% 6.7 Lease Prepayment 590,629 3.0% 604,831 3.7% (2.3)% (0.7) Cash and cash equivalents at the end of report period increased by RMB 2,490 Mils, up 38% from the end of 2013, mainly due to increase of sales volume and revenue.

ii. Major Changes in Liabilities Unit: RMB’000

YOY YOY Liabilities December 31, 2014 December 31, 2013 Amount Proportion Items change change Amount Proportion Amount Proportion (%) (Points) Trade and 8,420,273 94.6% 6,934,919 94.9% 21.4% (0.3) other Payables

Trade and other payables at the end of report period increased by RMB 1,485 million, up 21% from the end of 2013, mainly due to increase of other payables for marketing and engineering expense at the end of 2014.

iii. The fair value of the assets and liabilities - see the notes to financial statements for 25.

5. Core Competitiveness Analysis

JMC is a sino-foreign joint venture auto company with R&D, manufacturing and sales operations. As a mainstream of domestic light commercial vehicle industry, JMC ranked among the top hundred Chinese listing corporations with comprehensive strength for many years. Company has been certificated as a national enterprise technology center, high-tech enterprise and national automobile export base which improve company’s core business competence.

JMC's influence over auto industry is improving steadily, making considerable progress both in technical equipment and new product development. JMC successfully launched 8

Xiaolan New Plant, R&D Center, which greatly strengthen the company’s product development capability, manufacturing efficiency and overall sales performance. Ford brand SUV EVEREST will be launched in 2015 which will further enhance the Company’s competitive advantage. Meanwhile, JMC has always been strictly implementing national emission regulation, and has accumulated a steady technical force and made full preparation for the emission standard promotion. With the government’s emphasis on environment protection and the accelerated progress of emission policies, the Company’s competitive advantage will be further recognized.

6. Investment in the Reporting Period i. External Investment

During the reporting period, JMC did not invest in securities, or in holding the corporate equity of other listed or non-listed financial enterprises.

ii. JMC did not entrust financial transactions, derivatives investment and entrust loan during the reporting period.

iii. JMC did not raise equity funding, nor did it use equity funding raised in previous years.

iv. Operating Results of Main Subsidiaries and Joint-Stock Companies Unit: RMB’000 Name of Type of Main Registered Operating Net Assets Net Assets Turnover Companies Companies Products Capital Profit Profit Jiangling Motors Sales vehicle, Sales Subsidiary 50,000 21,947,492 service parts 1,875,179 171,642 162,842 121,623 Corporation, Ltd Product heavy commercial JMC Heavy vehicle , Duty Vehicle Subsidiary 281,793 997,626 28,636 11,210 (256,624) (65,283) engine, Co., Ltd component, and related service Visteon Auto Automotive Joint Air-conditioning air -Stock 46,627 374,040 140,719 586,780 136,088 101,031 (Nanchang) Co. conditioning Company Ltd. and Parts

v. Self-funded major projects of which amount invested reaches 10% of net asset: Total Spending Investment Investment in 2014 Committed Planned Job#1 Project Name Approval Time (RMB (RMB (RMB Mils) Mils) Mils) J08 Program 1,233 327 596 Second Half, 2015 Capacity Investment 2,133 96 1,804 First Half, 2017 in Xiaolan Site

J09 Program 2,414 516 1,006 First Half, 2016

The spending will be self-funded from cash reserves.

7．Outlook i. Industry Competition and Development Trend

In 2015, China’s automobile industry sales volume is projected to be 25.13 million, up 7% over 2014. Commercial vehicle sales volume is projected to be 3.88 million, up 2.4% over 2014. Meanwhile passenger vehicle industry will maintain growth, increasing by 8% compared with 2014, including SUV sales growth of 25%, which will become a major force in the future growth of the auto market.

With the boost of domestic infrastructure construction and vigorous development of logistics industry, there is still a great opportunity for the development of China’s commercial vehicle market. Meanwhile, China's Car Parc per capita is still lower than world’s average level indicating a strong auto market potential in the future. ii. Company Strategy Company’s objective is to produce and sell world class products with the best customer satisfaction in auto industry. JMC will continue to introduce new light truck, pickup, light bus and SUV programs in the future to further strengthen the market share performance. At the same time, JMC will further improve SUV sales performance and penetrate into heavy truck segment. iii. 2015 Business Plan The Company is targeting 2015 revenue level at RMB 28.4 billion, an increase of 11% vs. 2014. With many new vehicle projects, the Company’s R&D expenditures will continue to rise. To enhance profitability, the company is committed to the following plans in 2015:

(1) Achieve volume and market share targets by enhancing the distribution network and sales/marketing activities, especially successful Ford SUV EVEREST market launch. (2) Continue to improve product quality, pursue cost reduction opportunities, and improve operating efficiency to achieve profit and cost targets. (3) Initiate the new fuel economy and emission compliance program to satisfy regulatory requirements. (4) Work with technical partners to execute the N800, N352, N330, J08, J09, J10, J15, J18, J20, J21 programs. (5) Expand finished vehicle exports and OEM components sales business. iv. Potential Challenges and Solutions In 2015, the company will continue to face fiercer competition, more stringent regulatory requirements, intensifying cost pressures and a slowdown in China’s economic growth. To achieve steady growth, the company will continue to focus on the following aspects in 2015. (1) Optimizing company’s production system to improve efficiency and product quality. (2) Optimizing dealer network and marketing spending to improve market share. (3) Improve suppliers’ capability and parts quality; continue to reduce parts purchasing cost.

(4) Strengthening corporate governance and application of appropriate risk assessment and control mechanisms. (5) Sustaining the expense management and control to optimize the business structure. (6) Optimize and execute company’s growth strategies to pursue sustainable long-term growth.

The Company will continue to optimize cost structure, improve production efficiency, mitigate management cost as well as focus on new product development to deliver the launch quality and cost target. With the support from technical partner, the Company has been working on major programs approved by the Board, including N800, N352, N330, J08, J09, J10, J15, J18, J20, J21, etc. to accelerate the progress of launching new competitive and profitable products to the market. Meanwhile, the Company will strive to ensure the timely delivery of high quality heavy trucks, and devote to strengthening dealer network, expanding overseas market and parts business.

8. Profit Distribution Profit Distribution Policy and Implementation According to the requirements of Notice on Further Implementing Cash Dividend Distribution Policy Among Listed Companies and Supplementary Notice on Further Implementing Cash Dividend Distribution Policy Among Listed Companies promulgated respectively by CSRC and Jiangxi Branch, CSRC, the Company amended the related articles regarding profit distribution stipulated in the Articles of Association of JMC. The standards and proportion on profit distribution is clear and independent directors fulfill their own duties. The Company thinks over reasonable appeals from the middle and small shareholders and defends their legal rights and interests when drafting and executing the plan.

JMC had distributed cash dividends to all the shareholders in the consecutive eleven years since 2003. Accumulated cash dividends for the ten years totaled RMB 4,695 million. During the reporting period, the Proposal on Profit Distribution for Year 2013 was reviewed and approved by the Board of Directors, and was approved by 2013 Annual Shareholders’ Meeting. On July 2014, the Company completed the Profit Distribution for Year 2013 smoothly. Both the formulation of JMC Profit Distribution Plan and implementation complies with the relevant requirements of the Articles of Association and other profit distribution policy, and the procedures are valid and legal, which protect the interests of all shareholders.

Profit Distribution Plans or Proposal from 2012 to 2014 (1) Proposal on 2014 Year Profit Distribution Plan Details on the profit available for appropriation of the Company in 2014 prepared in accordance with the China GAAP and International Financial Reporting Standard (‘IFRS’) are as follows: Unit: RMB’000 China GAAP IFRS Retained earnings at Dec. 31, 2013 7,040,934 7,037,725 2014 net profit 2,107,852 2,107,852 Allocation of dividend for 2013 -681,939 -681,939 Retained earnings at Dec. 31, 2014 8,466,847 8,463,638

The upper limit of profit available for distribution was based on the lower of the un-appropriated profit calculated in accordance with the China GAAP and that calculated in accordance with IFRS. Therefore, the Company’s retained earnings available for distribution as of December 31, 2014 was RMB 8,463,638 thousand.

The Board approved to submit to the 2014 Annual Shareholders’ Meeting the following proposal on year 2014 profit distribution: (1). to appropriate for the dividend distribution from the profit available for distribution, which shall be equal to RMB 0.97 per share and shall apply to the Company’s total share capital; and (2). to carry forward the un-appropriated portion to the following fiscal year.

Profit distribution proposal: a cash dividend of RMB 9.7 (including tax) will be distributed for every 10 shares held. Based on the total share capital of 863,214,000 shares as of December 31, 2014, the total cash dividend distribution amounts shall be RMB 837,317,580.

B share dividend shall be paid in Hong Kong Dollars and converted based on the HKD-to-RMB standard exchange rate published by the People’s Bank of China on the first working day following the approval on the profit distribution proposal by the Shareholders’ Meeting of the Company.

The Board decided not to convert capital reserve to share capital this time.

(2) 2013 Year Profit Distribution Plan Profit distribution proposal: a cash dividend of RMB 7.9 (including tax) will be distributed for every 10 shares held. Based on the total share capital of 863,214,000 shares as of December 31, 2013, the total cash dividend distribution amounts shall be RMB 681,939,060.

The Board decided not to convert capital reserve to share capital this time.

(3) 2012 Year Profit Distribution Plan Profit distribution proposal: a cash dividend of RMB 7 (including tax) will be distributed for every 10 shares held. Based on the total share capital of 863,214,000 shares as of December 31, 2012, the total cash dividend distribution amounts shall be RMB 604,249,800.

Meeting of the Company.

The Board decided not to convert capital reserve to share capital this time.

Table of cash dividend in the past three years Unit: RMB’000 Profit attributable to the Cash dividend as % of profit Cash dividend equity holders of the attributable to the equity (Including tax) Company in that year holders of the Company 2014* 837,318 2,107,852 39.72% 2013 681,939 1,698,232 40.16% 2012 604,250 1,516,904 39.83% *The proposal on 2014 year profit distribution is subject to approval of the Shareholders’ Meeting of the Company.

9. Corporation Social Responsibilities JMC 2014 Corporation Social Responsibilities Report can be downloaded from JMC official website: www.jmc.com.cn or the website: www.cninfo.com.cn.

10. External research and media interview to the Company In the reporting period, JMC welcomed institutional investors including 85 persons and discussed operating highlights with them. The Company does not disclose, reveal or divulge major information not yet disclosed to special persons or entities.

Table of external research, communication and media interviews with the Company Date Place Communication Type of Object Information Discussed and Method Object Materials offered January 9, In the Oral Institution Seven analysts from JMC Operating highlights 2014 Company Communication Orient Securities Company Limited, Bank of Communications Schroder Fund Management Co., Ltd., China Asset Management Co., Ltd., First Capital Securities Co., Ltd., Everbright Pramerica Fund Management Co., Ltd., Minsheng Tonghui Asset Management Co., Ltd., Industrial Securities Co., Ltd. January 13, In the Oral Institution Two analysts from JMC Operating highlights 2014 Company Communication Shanghai Heqi Investment Consulting Company, Owl Creek Asset Management LP. January 20, In the Oral Institution An analyst from CLSA JMC Operating highlights 2014 Company Communication Asia-Pacific Markets February 14, In the Oral Institution Two analysts from UBS JMC Operating highlights 2014 Company Communication Securities Co., Ltd.

February 19, In the Oral Institution Three analysts from JMC Operating highlights 2014 Company Communication Beijing Runhui Asset Management Co., Ltd., China Merchants Securities Co., Ltd., CITIC Securities Company Limited March 17, In the Oral Institution An analyst from JMC Operating highlights 2014 Company Communication Changjiang Securities Company Limited March 25, In the Oral Institution An analyst from China JMC Operating highlights 2014 Company Communication International Capital Corporation Limited March 27, In the Oral Institution Six analysts from Heshi JMC Operating highlights 2014 Company Communication Investment Consulting Company, APS China Research Pte Ltd., Soochow Asset Management Co., Ltd., Essence Fund Management Co., Ltd., UG Investment Advisers Limited, Industrial Securities Co., Ltd. April 22, In the Oral Institution Nine analysts from UBS JMC Operating highlights 2014 Company Communication Securities Co., Ltd., ABC-CA Fund Management Co., Ltd., CITIC Private Equity Funds Management Co., Ltd., Galaxy Asset Management Company, Rongtong Fund Management Co., Ltd., UG Investment Advisers Limited, BOC International (China) Limited, Shenzhen Hongchou Investment Co., Ltd. April 30, In the Oral Institution Four analysts from JMC Operating highlights 2014 Company Communication Guotan Junan Securities Co., Ltd., First Capital Securities Co., Ltd., Bohai Securities Co., Ltd., Future Asset Investment Consulting (Shanghai) Company May 13, In the Oral Institution An analysts from JMC Operating highlights 2014 Company Communication CITIC-Prudential Fund Management Co., Ltd. May 29, In the Oral Institution Three analysts from UBS JMC Operating highlights 2014 Company Communication Securities Co., Ltd., Bosera Asset Management Co., Ltd., China Southern Asset Management Co., Ltd. June 16, In the Oral Institution Two analysts from JMC Operating highlights 14

2014 Company Communication CITIC Securities Co., Ltd., Harvest Fund Management Co.,Ltd. September 4, In the Oral Institution Six analysts from Pingan JMC Operating highlights 2014 Company Communication Securities Company Limited, Harvest Fund Management Co., Ltd., GF Securities Asset Management Co., Ltd., GF Securities Co., Ltd., King Tower Asset Management Company Ltd. November 3, In the Oral Institution Six analysts from JMC Operating highlights 2014 Company Communication Industrial Securities Co., Ltd., Naito Securities Co., Ltd., Mizuho Securities Co., Ltd., CIMB-GK Securities （HK）Limited, GF Securities Co., Ltd., Shanghai Zhizhu Consulting Company November 6, In the Oral Institution Twenty-seven analysts JMC Operating highlights 2014 Company Communication from Penghua Fund Management Co., Ltd., AEGON-INDUSTRIAL Fund Management Co., Ltd., Pingan Securities Co., Ltd., New China Asset Management Company Ltd., Guotai Junan Asset Management Company Ltd., China Merchants Securities Co., Ltd., GF Fund Management Co., Ltd., Bosera Fund Management Co., Ltd., Dacheng Fund Management Co., Ltd., Changcheng Fund Management Co., Ltd., Industrial Securities Fund Management Co., Ltd., Taiping Fund Management Co., Ltd., Changjiang Securities Company Limited, UBS, Manulife Teda Fund Management Co., Ltd., Pingan Asset Management Co., Ltd., Fortune SG Fund Management Co., Ltd., Huatai Asset Management Co., Ltd., Shanghai Simpleway

Asset Management Co., Morgan Stanley Huaxin Fund Management Co., Ltd., China International Capital Corporation Limited, New China Fund Management Co., Ltd., C LSA Asia-Pacific Markets, Valu Partners Group December In the Oral Institution Two analysts from CCB JMC Operating highlights 15, 2014 Company Communication Principal Asset Management Co., Ltd., Guotai Junan Securities Co., Ltd. December In the Oral Institution Two analysts from JMC Operating highlights 19, 2014 Company Communication Mingsheng Royal Fund Management Co., Ltd., Starrock Investment Consulting Company

Chapter V Major Events

1. There was neither major litigation or arbitration, nor query from the media in 2014.

2. Major purchase or sale of assets The second session of the eighth Board of Directors approved acquiring the land use right for the 485 Mu Greenfield, located in Xiaolan Economic Development Zone, Nanchang City, P.R.C, with a consideration of no more than RMB 95 million on September 26, 2014.

Upon the issuance of 2014 annual report, there is no investment agreement regarding the aforesaid land transaction.