DEFINITIONS. In this document, unless the context otherwise requires, the following expressions shall have the following meanings.

Transcription

1 In this document, unless the context otherwise requires, the following expressions shall have the following meanings. A Share(s) domestic shares in the issued share capital of our Company, with a nominal value of RMB1.00 each, which are listed on the SZSE and traded in RMB Articles of Association associate(s) Board or Board of Directors Business Day China or PRC Companies Ordinance Company, our Company, XCMG, our, we or us connected person(s) Controlling Shareholders the articles of association of our Company, adopted on January 26, 2011, as amended from time to time, a summary of which is set out in Appendix VII to this document has the meaning ascribed thereto under the Listing Rules the board of Directors of our Company a day on which banks in Hong Kong are generally open for business to the public and which is not a Saturday, Sunday or public holiday in Hong Kong the People s Republic of China, excluding the Hong Kong Special Administrative Region of the PRC, the Macau Special Administrative Region of the PRC and Taiwan the Companies Ordinance (Chapter 32 of the Laws of Hong Kong), as amended and supplemented or otherwise modified from time to time XCMG Construction Machinery Co., Ltd., a company incorporated as a joint-stock limited company under the laws of the PRC on December 15, 1993, the A Shares of which are listed on the SZSE, except where the context otherwise requires, all of its subsidiaries has the meaning ascribed thereto under the Listing Rules XCMG Group and XCMG Limited CSRC the China Securities Regulatory Commission Director(s) the director(s) of our Company as of the date of this document 18

2 Doosan Engine Xuzhou Xugong Doosan Engine Co., Ltd., a Sino-foreign joint venture incorporated under the laws of the PRC in 2009 and an associate held as to 50% by XCMG Limited EIT Law Group or our Group the PRC Enterprise Income Tax Law promulgated on March 16, 2007 which became effective on January 1, 2008 our Company and its subsidiaries Hirschmann Electronics Xuzhou Hirschmann Electronics Co., Ltd, a Sino-foreign joint venture incorporated under the laws of the PRC in 2006 and an associate held as to 50% by XCMG Limited HK$ or HK dollars and cents Hong Kong or HK Hong Kong Stock Exchange Independent Third Party(ies) IFRSs Jiangsu SASAC Latest Practicable Date Listing Rules or Hong Kong Listing Rules Hong Kong dollars and cents respectively, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC the Stock Exchange of Hong Kong Limited persons who, as far as our Directors are aware after having made all reasonable enquiries, are not connected persons of our Company International Financial Reporting Standards, which include standards, amendments and interpretations issued by the International Accounting Standards Board State-owned Assets Supervision and Administration Commission of Jiangsu Provincial People s Government [Š], 2011, being the latest practicable date prior to the printing of this document for the purpose of ascertaining certain information contained in this document the Rules Governing the Listing of Securities on The Hong Kong Stock Exchange (as amended from time to time) 19

3 Meritor Axle Xuzhou Meritor Axle Co., Ltd., a Sino-foreign joint venture company incorporated under the laws of the PRC in 1996 and an associate held as to 40% by XCMG Limited Mandatory Provisions Ministry of Commerce or MOFCOM the Mandatory Provisions in Articles of Association of Joint Stock Limited Companies to be Listed Overseas promulgated on August 27, 1994 by the Securities Commission of the State Council and the State Economic Restructuring Commission, as amended, supplemented or otherwise modified from time to time the Ministry of Commerce of the PRC Ministry of Finance the Ministry of Finance of the PRC Ministry of Science and Technology the Ministry of Science and Technology of the PRC Nanjing Xugong Automobile Nanjing Xugong Automobile Co., Ltd, a company incorporated under the laws of the PRC in 1997 and a whollyowned subsidiary of XCMG Limited NDRC Non-competition Undertaking the National Development and Reform Commission of the PRC the undertaking give by our Controlling Shareholders in September 2009, the details of which are set out in Relationship with Our Controlling Shareholders Non-competition Undertaking NPC the National People s Congress of the PRC NSSF OFAC the National Council for Social Security Fund of the PRC Office of Foreign Assets Control, an office within the United States Department of the Treasury that administers and enforces, pursuant to the U.S. Economic Sanctions Laws, economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign states, organizations, entities, and individuals 20

4 Pat Control Xuzhou Pat Control Technology Co., Ltd., a Sino-foreign joint venture company incorporated under the laws of the PRC in 1993 and an associate held as to 50% by XCMG Limited PBOC the People s Bank of China, the central bank of the PRC PRC Company Law the Company Law of the PRC, enacted by the Standing Committee of the NPC on December 29, 1993, which became effective on July 1, 1994, as amended, supplemented or otherwise modified from time to time. The latest revision was approved on October 27, 2005, and came into effect on January 1, 2006 PRC Securities Law the Securities Law of the PRC, enacted by the Standing Committee of the NPC on December 29, 1998 which became effective on July 1, 1999, as amended and supplemented or otherwise modified from time to time. The latest revision was approved on October 27, 2005, and came into effect on January 1, 2006 REX Xuzhou REX (Xuzhou) Slewing Bearing Co., Ltd., a Sino-foreign joint venture company incorporated under the laws of the PRC in 2004 and an associate held as to 40% by XCMG Limited RMB or Renminbi Renminbi, the lawful currency of the PRC Rothe Erde Slewing Bearing Xuzhou Rothe Erde Slewing Bearing Co., Ltd. a Sino-foreign joint venture company incorporated under the laws of the PRC in 2002 and an associate held as to 40% by XCMG Limited SASAC the PRC State-owned Assets Supervision and Administration Commission of the State Council, responsible for administration of state-owned assets SANY SANY Group Co., Ltd., an Independent Third Party of our Group. One of its subsidiaries, SANY HEAVY Industry Co., Ltd. ( ) is listed on the Shanghai Stock Exchange of the PRC (stock code: ) 21

5 SFO Share(s) Shareholder(s) Special Regulation the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended and supplemented from time to time shares of the Company holder(s) of the Share(s) the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies ( ) promulgated on August 4, 1994 by the State Council, as amended, supplemented or otherwise modified from time to time as amended, supplemented or otherwise modified from time to time State Council the State Council of the PRC subsidiary(ies) substantial shareholder(s) Supervisor(s) Supervisory Board has the meaning ascribed to it under section 2 of the Companies Ordinance has the meaning ascribed thereto under the Listing Rules member(s) of our Supervisory Board the supervisory board of our Company SZSE the Shenzhen Stock Exchange of the PRC SZSE Listing Rules Target Assets the Rules Governing the Listing of Stocks on the SZSE ( ), as amended from time to time the assets acquired by our Group from XCMG Limited in October 2009 in consideration of 322,357,031 Shares issued by our Company to XCMG Limited, as further described in the section headed History, Reorganization and Corporate Structure-Major Asset Reorganization in 2008 and 2009 in this document The 12 th Five-Year Plan the Opinion of the CPC Central Committee on Establishing the 12 th Five-Year Plan, adopted by the NPC on October 18,

6 Track Record Period United States or U.S. US$ or U.S. dollars the financial period comprising the three years ended December 31, 2008, 2009 and 2010 and the six months ended June 30, 2011 the United States of America United States dollars, the lawful currency of the United States XCMG Group Xuzhou Construction Machinery Group Co., Ltd. and, except where the context otherwise requires, its predecessors, a company incorporated under the laws of the PRC in 1985 and one of our Controlling Shareholders XCMG Import & Export Xuzhou Construction Machinery Group Import and Export Co., Ltd ( ), a company incorporated under the laws of the PRC in 1997 and a wholly-owned subsidiary of our Company XCMG Limited XCMG Construction Machinery Limited Company and, except where the context otherwise requires, its predecessors, a company incorporated under the laws of the PRC in 2002 and one of our Controlling Shareholders. XCMG Limited is a wholly-owned subsidiary of XCMG Group Xugong Excavator XCMG Excavator Machinery Co., Ltd, a company incorporated under the laws of the PRC in 2008 and a whollyowned subsidiary of XCMG Limited Xugong Foundation Xuzhou Xugong Foundation Construction Machinery Co., Ltd., a company incorporated under the laws of the PRC in 2010 and a wholly-owned subsidiary of XCMG Limited Xugong Heavy Xuzhou Heavy Machinery Co., Ltd., a company incorporated under the laws of the PRC in 1995 and a subsidiary held as to 90% by our Company and 10% by XCMG Import & Export Xugong Hydraulic Xuzhou Hydraulic Component Factory Co., Ltd, a company incorporated under the laws of the PRC in 1994 and a subsidiary held as to 50% by our Company and 50% by Xugong Heavy 23

7 Xugong Leasing Xugong Road Construction Xugong Special Machinery XCMG Construction Machinery Leasing Co., Ltd. of Jiangsu, a company incorporated under the laws of the PRC in 2007 and a wholly-owned subsidiary of XCMG Group Xuzhou Xugong Road Construction Machinery Co., Ltd. ( ), a company incorporated under the laws of the PRC in 2005 and a whollyowned subsidiary of our Company Xuzhou Xugong Special Construction Machinery Co., Ltd., a company incorporated under the laws of the PRC in 2002 and a subsidiary held as to 90% by our Company and 10% by XCMG Import & Export Xugong Special Vehicle Xuzhou Xugong Special Vehicle Co., Ltd., a company incorporated under the laws of the PRC in 1992 and a subsidiary held as to 60% by our Company and 40% by Xugong Heavy Xugong Truck-Mounted Xugong Xuzhou Truck-Mounted Crane Co., Ltd., a company incorporated under the laws of the PRC in 2002 and a subsidiary held as to 90% by our Company and 10% by Xugong Heavy Xuzhou Research Institute Jiangsu Xuzhou Construction Machinery Research Institute ( ), a research institute owned and operated by our Company Zoomlion Changsha Zoomlion Heavy Industry Science and Technology Development Co., Ltd., a company listed on both the SZSE (stock code: ) and the Hong Kong Stock Exchange (stock code: 01157) and an Independent Third Party of our Group 24