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2012 Annual Report of Wuhan Boiler Company Limited

1 WUHAN BOILER COMPANY LIMITED

2012 ANNUAL REPORT 2013-013 (Updated) June

2013 2012 Annual Report of Wuhan Boiler Company Limited

2 Section I Important Notes, Contents &

Definition The Board of Directors, the Board of Supervisors as well as directors, supervisors and senior management of Wuhan Boiler Company Limited (hereinafter referred to as Dthe Company‖) hereby confirm that there are no misstatements, misleading statements or material omissions in this Annual Report and will take individual and/or joint and several liabilities for the authenticity, accuracy and completeness of this Annual Report.

Mr. YEUNG Kwok Wei Richard, Company Principal, Mr. Chin Wee Hua, Accounting Principal, and Mr. Li Yihao, the Accounting Division'

s Principal (Accounting Manager), hereby ensure that the Financial Report enclosed in this Annual Report is true, accurate and complete. All Directors have attended the Board Meeting for reviewing this Report. The Company planned not to distribute cash dividends, or grant bonus shares, or transfer capital reserve into share capital. The prospective statements related to future plan in this Annual Repot shall not constitute any material commitment to investors. Investors are kindly reminded to pay attention to possible risks.

2012 Annual Report of Wuhan Boiler Company Limited

3 Contents

2012 Annual Report.1 I. Important Notes, Contents &

Definition.2 II. Company Profile.6 III. Summary of Accounting Data and Financial Indexes

9 IV. Report of the Board of Directors

12 V. Significant Events

24 VI. Changes in Shares and Particulars about Shareholders.34 VII. Particulars about Directors, Supervisors, Senior Management and Employees

40 VIII. Corporate Governance

51 IX. Internal Control

60 X. Financial Report

62 XI. Documents Available for Reference

155 2012 Annual Report of Wuhan Boiler Company Limited

4 Definition Term Refers to Definition CSRC Refers to China Securities Regulatory Commission Hubei CSRC Refers to Hubei Securities Regulatory Bureau under China Securities Regulatory Commission SZSE Refers to Shenzhen Stock Exchange The Company Law Refers to The Company Law of the People'

s Republic of China The Securities Law Refers to The Securities Law of the People'

s Republic of China The Stock Listing Rules Refers to The Stock Listing Rules of Shenzhen Stock Exchange (Revised in 2012) The Articles of Association Refers to The Articles of Association of Wuhan Boiler Company Limited Controlling shareholder Refers to Alstom (China) Investment Company Limited WBG Refers to Wuhan Boiler Group Co., Ltd Lanxiang Company Refers to Wuhan Lanxiang Energy &

Environmental Protection Technologies Inc. Alstom Refers to Alstom S.A. (a France-listed company) Alstom Holdings Refers to Alstom Holdings S.A. Company, the Company Refers to Wuhan Boiler Company Limited The cninfo website Refers to http://www.cninfo.com.cn Report period Refers to Jan. 1, 2012- Dec. 31,

2012 Yuan, Thousand Yuan, Million Yuan, Billion Yuan Refers to RMB Yuan, RMB Thousand Yuan, RMB Million Yuan, RMB Billion Yuan

2012 Annual Report of Wuhan Boiler Company Limited

5 Warning of Significant Risks 1. As approved by shareholders'

meeting, the Company was awarded 1.8 Billion RMB shareholders loan facilities by Alstom (China) Investment Co., Ltd. By Dec 31, 2013, the Company totally borrowed 1.705 Billion RMB, and the Company shareholders meetings continuously approved the estimated shareholder loan interests in the past years, which makes the shareholder loan agreements extended smoothly. However in the stock forum and the two Extraordinary Shareholders'