09:27     QINGLING MOTORS<01122>-Announcement&Resumption of Trading(3)        

    ii.   a premium of approximately 14.3% over the average closing           
    price of approximately HK$1.68 per H Share as quoted on the Stock         
    Exchange over the last 5 trading days up to and including the Latest      
    Trading Date;                                                             
                                                                              
    iii.   a premium of approximately 16.4% over the average closing          
    price of approximately HK$1.65 per H Share as quoted on the Stock         
    Exchange over the last 30 trading days up to and including the            
    Latest Trading Date; and                                                  
                                                                              
    iv.   a premium of approximately 40.1% over the average closing           
    price of approximately HK$1.37 per H Share as quoted on the Stock         
    Exchange over the last 90 trading days up to and including the            
    Latest Trading Date.                                                      
                                                                              
    As at the date of this announcement, the issued share capital of          
    the Company consisted of RMB2,482,268,268 comprising                      
    1,243,616,403 domestic shares of RMB1 each and 1,238,651,865 H            
    Shares of RMB1 each. The total market capitalisation of the Company       
    is approximately HK$3,674 million, based on the closing price of          
    the H Shares of HK$1.48 per H Share on the Latest Trading Date.           
    The Partial Offer is being made for up to 324,960,400 H Shares being      
    valued at approximately HK$624 million based on the Offer Price           
    of HK$1.92 per H Share. On the basis of the Offer Price the entire        
    issued H Share capital of the Company is valued at approximately          
    HK$2,378 million.                                                         
                                                                              
    TOTAL CONSIDERATION AND FINANCIAL RESOURCES                               
                                                                              
    Assuming full acceptance of the Partial Offer, the cash                   
    consideration payable by the Offeror at the Offer Price of HK$1.92        
    per H Share will amount to approximately HK$624 million.                  
                                                                              
    Nomura is acting as the financial adviser to the Offeror in               
    relation to the Partial Offer and is satisfied that sufficient            
    financial resources are available to the Offeror to satisfy               
    payment of the cash consideration on acceptance of the Partial            
    Offer in full. The Partial Offer will be financed from the                
    Offeror's existing cash reserves.                                         
                                                                              
    INFORMATION ON THE OFFEROR                                                
                                                                              
    The Offeror and its group are manufacturers of heavy, medium and          
    small-duty trucks, buses, vehicle engines, construction and               
    farming machinery engines, marine engines and generator engines.          
    The Offeror is a company incorporated in Japan and its registered         
    office is at 26--1, Minami-oi, 6-chome, Shinagawa-ku, Tokyo               
    140-8722, Japan. It is listed on the Tokyo Stock Exchange and is          
    the ultimate parent company in its group.                                 
                                                                              
    The directors of the Offeror are Yoshinori Ida (President), Basil         
    N. Drossos, Kozo Sakaino, Hiroshi Suzuki, Shigeki Toma, Susumu            
    Hosoi, Yoshio Kinouchi, Yoshihiro Tadaki, Hiromasa Tsutsui,               
    Yoshito Mochizuki.                                                        
                                                                              
    As at the date of this announcement, the Offeror holds                    
    approximately 13.85% of the issued H Shares in the share capital          
    of the Company. The Offeror is not aware that any party acting in         
    concert with it holds any H Shares. This amounts to approximately         
    6.91% of the entire issued share capital of the Company (consisting       
    of H Shares and the domestic shares).                                     
                                                                              
    REASONS FOR THE PARTIAL OFFER AND INTENTIONS OF THE OFFEROR               
                                                                              
    The Offeror believes that an increased shareholding in the Company,       
    which may result from the Partial Offer, will be consistent with          
    its intention to strengthen the relationship between the Company          
    and the Offeror.                                                          
                                                                              
    The Offeror wishes to increase its shareholding in the Company to         
    approximately 20% of the entire issued share capital of the Company       
    and so has decided to make the Partial Offer rather than a full           
    offer.                                                                    
                                                                              
    It is the intention of the Offeror to maintain the listing of the         
    H Shares on the Stock Exchange. As at the date of this announcement,      
    the Company has a public float of approximately 42.99% of the             
    entire issued share capital (excluding H Shares held by the               
    Offeror). Assuming full acceptance of the Partial Offer, the              
    Company will have a public float of approximately 29.90% of the           
    entire issued share capital immediately following the close of the        
    Partial Offer and accordingly the percentage of H Shares in               
    ``public hands'' (as such term is understood in accordance with           
    the Listing Rules) will continue to meet the public float                 
    requirements under the Listing Rules.