The annual report is English translations of the Chinese annual report. The financial statements included in the annual report are English translations of the Chinese statutory financial statements prepared under accounting principles and practices generally accepted in the People’s Republic of China. These financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles and practices generally accepted in other countries and jurisdictions. In case the English version of the annual report does not conform to the Chinese version, the Chinese version prevails. Annual Report 2011 Contents Section I Important Note 2 Section II General Information of the Company 4 Section III Major Financial Information and Financial Indicators 6 Section IV Share Capital Changes and Information of Shareholders 10 Section V Directors, Supervisors and Senior Management 16 Section VI Corporate Governance Structure 22 Section VII Brief Introduction of General Meetings of Shareholders 28 Section VIII Report of the Board of Directors 30 Section IX Report of the Board of Supervisors 44 Section X Important Events 48 Section XI Financial Statements 60 Section XII List of Documents Available For Inspection 206 Section I Important Note 2 SAIC MOTOR ANNUAL REPORT 1 The Company's board of directors (the "Board"), board of supervisors, directors, supervisors and senior management of the Company certify that this report does not contain any false or misleading statements or material omissions and are jointly and severally liable for the authenticity, accuracy and integrity of the content. 2 All directors attended Board meetings (Mr. You Jian Xin, our independent director, appointed Mr. Fu Chang Lu, our independent director, to attend one Board meeting on his behalf and vote as he was unable to attend the Board meeting in person). 3 Deloitte Touche Tohmatsu CPA Ltd. issued standard unqualified audit report for the Company. 4 Mr. Hu Mao Yuan, chairman of the Board, Mr. Chen Hong, vice chairman and president and Mr. Gu Feng, the chief financial officer certify the truthfulness and the completeness of the financial statements contained in the annual report of the current year. 5 Does the situation exist where the controlling shareholders and their related parties occupy the funds of the Company for non-operational use? No. 6 Does the situation exist where the Company provides external guarantee which is not in compliance with the required decision-making procedures? No. 3 Section II General Information of the Company 4 SAIC MOTOR ANNUAL REPORT 1 Legal company name in Chinese: 上海汽车集团股份有限公司 Legal company name in English: SAIC Motor Corporation Limited Abbreviation of legal company name in Chinese: 上汽集团 Abbreviation of legal company name in English: SAIC Motor Legal representative of the Company: Mr. Hu Mao Yuan 2 Secretary to the Board Name: Ms. Wang Jian Zhang Address: No.489,Weihai Road, Jing'an District, Shanghai, China Telephone number: (021) 22011138 Facsimile number: (021) 22011199 Email: [email protected] 3 Securities affairs representative Name: Mr. Lu Yong Tao Address: No. 489, Weihai Road, Jing'an District, Shanghai, China Telephone number: (021) 22011138 Facsimile number: (021) 22011199 Email: [email protected] 4 Registration address: Room 509, Building A, No. 563 Songtao Road, Zhangjiang High-tech Park, Pudong, Shanghai, China Post code of registration address: 201203 Office address: No.489,Weihai Road, Jing'an District, Shanghai, China Post code of office address: 200041 Website of the Companyt: http://www.saicmotor.com E-mail: [email protected] Designated newspapers for information disclosure: "Shanghai Securities News", "China Securities Journal" and "Securities Times" Internet website designated by China Securities Regulatory Commission for the publication of The Company's annual report: http://www.sse.com.cn The Company's annual report is available at: Office of the Board 5 Brief information of the Company's shares Class of shares:A share Stock exchange:Shanghai Stock Exchange Short name:SAIC MOTOR Stock code:600104 Former short name:SAIC MOTOR 6 Other relevant information First registration date: November 24, 1997 First registration address: No. 755 Middle Huaihai Road, Shanghai Latest change: Date of change of registration: March 5, 2011 Registration number of business license: 310000000000840 Registration address: Room 509, Building A, No. 563 Songtao Road, Zhangjiang High-tech Park Tax registration number: Hu Zi 310041132260250 Organization code: 13226025-0 7 Information of the accounting firm appointed by the Company Name of the domestic accounting firm appointed by the Company: Deloitte Touche Tohmatsu CPA Ltd. Office address of the domestic accounting firm appointed by the Company: F/30, Bund Center, No. 222 Yan An Road East, Shanghai 8 Other basic information of the Company: On November 24, 1997, the Company completed the restructuring. Registered capital was changed to RMB 1 billion and registration number was changed from 150038600 to 3100001000386. On October 28, 1998, registered capital of the Company was increased to RMB 1,400,000,000. On March 29, 2001, registered capital of the Company was increased to RMB 1,820,000,000. On August 13, 2001, registered capital of the Company was increased to RMB 2,519,999,300. On March 11, 2002, registered address of the Company was changed to No.25 Bi Bo Road, Zhangjiang High-tech Park. On September 13, 2002, business scope of the Company was changed to "manufacturing and sales of automobiles, motorcycles, tractors and other motor vehicles, power trains and automobile parts, property management, domestic trading (except those under special provisions), advisory services, export of self-manufactured products and technology, import of machinery and equipments, spare parts, raw and supplementary materials, and technology needed in the business operating (except goods and technology forbidden to import and export by Chinese government)(subject to the license if the Company's business relates to licensing)". On January 5, 2005, registered capital of the Company was increased to RMB 3,275,999,090. On January 22, 2007, registered capital of the Company was increased to RMB 6,551,029,090. On August 10, 2007, business scope of the Company was extended to include "manufacturing of machinery equipments, power train and parts" and "rental of cars and machinery and equipments, industrial investment, import and export business of goods and technology". On September 28, 2007, the Company changed its name to "SAIC Motor Corporation Limited" and the registration number was changed from 3100001000386 to 310000000000840. On August 26, 2009, registered address of the Company was changed to Room 509, Building A, No. 563 Songtao Road, Zhangjiang High-tech Park and business scope of the Company was extended to include "periodical publishing, advertisements in the Company's own media". On July 8, 2010, registered capital of the Company was increased to RMB 6,554,954,737. On August 9, 2010, registered capital of the Company was increased to RMB 8,521,441,158. On March 5, 2011, registered capital of the Company was increased to RMB 9,242,421,691. 5 Section III Major Financial Information and Financial Indicators 6 SAIC MOTOR ANNUAL REPORT I. Major accounting data Unit: RMB Item Amount Operating profit 41,697,489,632.18 Total profit 42,028,162,786.89 Net profit attributable to shareholders of the Company 20,221,866,457.55 Net profit excluding non-recurring profit or loss attributable to shareholders of the Company 16,656,350,130.31 Net cash flow from operating activities 20,209,343,887.11 II. Major accounting data and financial indicators for the past 3 years by the end of the reporting period Unit: RMB Year 2010 Year-on- Major accounting data Year 2011 Year 2009 Reported in 2010 year (%) Restated annual report Total operating income 434,803,949,080.55 365,724,431,806.96 313,376,287,608.36 18.89 139,635,759,667.71 Operating profit 41,697,489,632.18 33,362,435,826.40 27,005,651,047.81 24.98 8,431,192,190.80 Total profit 42,028,162,786.89 33,163,563,938.39 26,684,390,834.12 26.73 8,597,184,405.95 Net profit attributable to shareholders of the Company 20,221,866,457.55 16,389,781,473.15 13,728,523,479.01 23.38 6,591,932,979.84 Net profit excluding non- recurring profit or loss attributable to shareholders of the Company 16,656,350,130.31 13,115,663,157.24 13,115,663,157.24 27.00 6,326,259,904.83 Net cash flow from operating activities 20,209,343,887.11 29,353,498,345.35 24,974,131,525.49 -31.15 21,572,497,127.15 December 31, 2010 Year-on- December 31, 2011 December 31, 2009 Reported in 2010 year (%) Restated annual report Total assets 318,633,180,995.07 285,044,602,668.98 228,842,358,987.09 11.78 138,158,357,172.46 Total liabilities 185,516,864,154.33 171,531,873,557.96 147,093,837,144.30 8.15 91,394,279,575.66 Total shareholders' equity attributable to shareholders of the Company 102,362,314,723.18 86,914,493,931.46 66,169,672,731.91 17.77 42,462,454,785.02 Total share capital 11,025,566,629.00 9,242,421,691.00 9,242,421,691.00 19.29 6,551,029,090.00 Note: As the Company completed the assets acquisition through issuing shares to controlling shareholder, the financial information of year 2010 in the above table has been restated according to accounting treatment for business combination involving enterprises under common control required by the accounting standards. The change percentages in the above table represent changes of the financial information of year 2011 in comparison with the restated financial information of year 2010.