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苏常柴B:2017年第三季度报告正文(英文版)2017-10-27  

						Changchai Company, Limited                                                     Third Quarter Report 2017 (Short Form)




Stock Code: 000570, 200570           Stock Name: Changchai A, Changchai B              Announcement No. 2017-026




                             CHANGCHAI COMPANY, LIMITED


                 THIRD QUARTER REPORT 2017 (SHORT FORM)




                                  Part I Important Statements

The board of directors (the “Board”), the supervisory board (the “Supervisory Board”) as
well as the directors, supervisors and senior management of Changchai Company, Limited
(the “Company”) hereby guarantee the factuality, accuracy and completeness of the contents
of this Report, and shall be jointly and severally liable for any false representation, misleading
statements or material omissions in this Report.
All the directors of the Company attended the board meeting for the review of this Report.
Shi Xinkun, head of the Company, Zhang Xin, accounting head for this Report, and Jiang He,
head of the accounting department (head of accounting) of the Company, hereby guarantee
that the financial statements carried in this Report are factual, accurate and complete.
This Report has been prepared in both Chinese and English. Should there be any
discrepancies or misunderstandings between the two versions, the Chinese version shall
prevail.


                               Part II Company Fundamentals

I Key Consolidated Operating Results

Indicate by tick mark whether the Company needs to retrospectively restate any of its accounting data.

□ Yes √ No
                                  September 30, 2017          December 31, 2016                 Change
Total assets (RMB)                      3,796,065,908.97            3,724,857,266.71                        1.91%
Changchai Company, Limited                                                         Third Quarter Report 2017 (Short Form)


Equity attributable to owners
                                          2,307,945,906.41            2,323,712,892.92                         -0.68%
of the parent (RMB)
                                  July-September                             January-September
                                                         YoY change                                   YoY change
                                       2017                                        2017
Net sales (RMB)                     551,411,429.29                  -8.89%    1,859,517,610.21                  5.13%
Net margin attributable to
                                       3,072,285.14                -84.71%        42,751,443.27               -22.42%
owners of the parent (RMB)
Net margin attributable to
owners of the parent before
                                          629,008.33               -96.81%        21,403,055.82               -55.62%
exceptional gains and losses
(RMB)
Net cash from        operating
                                          --                  --                 -61,051,973.62                  ——
activities (RMB)
Basic earnings per share
                                                  0.01             -75.00%                  0.08              -20.00%
(RMB/share)
Diluted earnings per share
                                                  0.01             -75.00%                  0.08              -20.00%
(RMB/share)
Weighted average return on
                                               0.13%                -0.82%               1.85%                 -0.73%
equity (%)

Exceptional gains and losses:

√ Applicable □ Not applicable
                                                                                                             Unit: RMB
                     Item                         January-September 2017                       Note
Gains/Losses on disposal of non-current
assets (inclusive of offset asset impairment
provisions)                                                    781,459.40
Governmental subsidy recorded into current
gains/losses (exclusive of governmental
subsidy closely relevant to business events,
and quantified according to national unified
standards)                                                    3,097,441.57
                                                                              The ownership transfer formalities
Profit due to situation where investment costs                                regarding the Company’s acquisition
for      the      Company        to     obtain                                of equity interest of Changzhou Fuji
subsidiaries,associates and joint ventures are                                Changchai Robin Gasoline Engine
                                                             22,756,742.66
lower than                                                                    Co., Ltd. (Changchai Robin) were
enjoyable fair value of identifiable net assets                               completed on January 20, 2017. As
of investees when making investments                                          such, from that date Changchai Robin
                                                                              has been consolidated by the
Changchai Company, Limited                                                               Third Quarter Report 2017 (Short Form)


                                                                                   Company. Since the closing cost of
                                                                                   this equity acquisition was lower than
                                                                                   the appraisal, this transaction
                                                                                   generated a premium of
                                                                                   RMB22,756,742.66.
Gains/Losses on fair value changes of trading
financial assets and liabilities & investment
income from disposal of trading financial
assets and liabilities as well as financial assets                    482,684.24
available for sale (exclusive of effective
hedges related to normal business operations
of the Company)
Non-operating income and expense other than
                                                                   -5,834,733.51
above
Less: Income tax effects                                               23,208.39
        Minority interests effects (after tax)                        -88,001.48
Total                                                              21,348,387.45                      --


Explanation of why the Company classified an item as an exceptional gain/loss according to the definition in the
Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the
Public—Exceptional Gains and Losses, or reclassified any exceptional gain/loss item given as an example in the
said explanatory announcement as a recurrent gain/loss:
□ Applicable √ Not applicable
No such cases in the Reporting Period.

II Total Number of Shareholders and Shareholdings of Top 10 Shareholders at Period-End

1. Numbers of Common Shareholders and Preference Shareholders with Resumed Voting Rights, and
Shareholdings of Top 10 Shareholders

                                                                                                                     Unit: share
Total number of common                                        Total number of preference shareholders
                                                     52,641                                                                 0
shareholders at period-end                                    with resumed voting rights at period-end
                                                     Top 10 shareholders
                                                 Shareholdi Total shares        Restricted       Pledged or frozen shares
                                Nature of
  Name of shareholder                                ng       held at         shares held at
                               shareholder                                                         Status        Number
                                                 percentage period-end         period-end
STATE-OWNED
                              On behalf of
ASSETS SUPERVISION
                              the                   30.43%     170,845,236
AND
                              government
ADMINISTRATION
Changchai Company, Limited                                                        Third Quarter Report 2017 (Short Form)


COMMISSION            OF
CHANGZHOU
MUNICIPAL PEOPLE’S
GOVERNMENT
                              Domestic
LEI PING’AN                                    0.73%      4,093,998
                             individual
                              Foreign
KGI ASIA LIMITED                                0.57%      3,189,845
                             corporation
YUNNAN
INTERNATIONAL
TRUST    CO.,    LTD -
                               Other            0.47%      2,618,658
SHENGJIN        No.    36
COLLECTION         FUND
TRUST PLAN
GUANGDONG
FINANCE TRUST CO.,
LTD     -      FINANCE
                               Other            0.34%      1,911,934
TRUST-JUXIN NO. 3
COLLECTION         FUND
TRUST PLAN
                              Domestic
PENG JUN                                        0.32%      1,800,000
                             individual
VANGUARD          TOTAL
                              Foreign
INTERNATIONAL                                   0.29%      1,626,592
                             corporation
STOCK INDEX FUND
                              Domestic
HUANG GUOLIANG                                  0.27%      1,528,891
                             individual
                              Domestic
LIANG NIANYOU                                   0.24%      1,362,652
                             individual
                              Domestic
LI SUINAN                                       0.24%      1,338,700
                             individual
                                         Top 10 non-restricted shareholders
                                                        Non-restricted shares               Type of stock
                Name of shareholder
                                                         held at period-end             Type                Number
STATE-OWNED ASSETS SUPERVISION AND
ADMINISTRATION               COMMISSION            OF
                                                                 170,845,236 RMB common stock           170,845,236
CHANGZHOU             MUNICIPAL            PEOPLE’S
GOVERNMENT
LEI PING’AN                                                       4,093,998 RMB common stock               4,093,998
                                                                                Domestically listed
KGI ASIA LIMITED                                                   3,189,845 stock for foreign              3,189,845
                                                                                investors
Changchai Company, Limited                                                   Third Quarter Report 2017 (Short Form)


YUNNAN INTERNATIONAL TRUST CO., LTD-
SHENGJIN No. 36 COLLECTION FUND TRUST                          2,618,658 RMB common stock             2,618,658
PLAN
GUANGDONG FINANCE TRUST CO., LTD -
FINANCE TRUST-JUXIN NO. 3 COLLECTION                          1,911,934 RMB common stock             1,911,934
FUND TRUST PLAN
PENG JUN                                                       1,800,000 RMB common stock             1,800,000
                                                                         Domestically listed
VANGUARD TOTAL INTERNATIONAL STOCK
                                                               1,626,592 stock for foreign            1,626,592
INDEX FUND
                                                                         investors
                                                                         Domestically listed
HUANG GUOLIANG                                                 1,528,891 stock for foreign            1,528,891
                                                                         investors
LIANG NIANYOU                                                  1,362,652 RMB common stock             1,362,652
                                                                         Domestically listed
LI SUINAN                                                      1,338,700 stock for foreign            1,338,700
                                                                         investors
                                                   It is unknown whether there was any associated
                                                   relationship among the top ten tradable shareholders and
Related or acting-in-concert       parties   among among the top ten shareholders not subject to trading
shareholders above                                 moratorium, or whether they are persons acting in concert
                                                   as described by Measures for the Administrative of
                                                   Disclosure of Shareholder Equity Changes.
                                                   The shareholder Lei Ping’an held 4,093,998 shares of the
                                                   Company through customer credit collateral securities
                                                   trading account of Guosen Securities Co., Ltd, with the
Top 10 common shareholders conducting securities proportion of the share holding of 0.73%; The shareholder
margin trading                                   Peng Jun held 1,800,000 shares of the Company through
                                                   customer credit collateral securities trading account of
                                                   Haitong Securities Co., Ltd, with the proportion of the
                                                   share holding of 0.32%.
Indicate by tick mark whether any of the top 10 common shareholders or the top 10 non-restricted common

shareholders of the Company conducted any promissory repo during the Reporting Period.

□ Yea √ No

No such cases in the Reporting Period.


2. Total Number of Preference Shareholders and Shareholdings of Top 10 of Them at Period-End

□ Applicable √ Not applicable
 Changchai Company, Limited                                                 Third Quarter Report 2017 (Short Form)




                                    Part III Significant Events

 I Changes in Key Consolidated Financial Statement Items and Reasons for Such Changes

 √ Applicable □ Not applicable
 1. Selected Items in Consolidated Balance Sheet as of September 30, 2017
                                                                                                       Unit: RMB
                  September 30,    December 31,
                                                    Change                Main reason for change
                      2017            2016
                                                              In nine months ended September 30, 2017,
                                                              credit sale was properly carried out to extend
Accounts                                                      market space; and most multi-cylinder engine
                 789,836,525.99    359,279,821.69   119.84%
receivable                                                    customers were supporting manufacturers for
                                                              bigger enterprises, which means relatively long
                                                              account ages for the Company
                                                              Prepayments to suppliers of certain materials
Prepayments        25,542,981.62    15,483,475.43    64.97%
                                                              were increased to satisfy market needs
Other                                                         Temporary loans granted by subsidiary
accounts           17,227,301.11     4,165,674.62   313.55%   Housheng Investment to Xuzhou Huadong
receivable                                                    Foundry Factory, etc.
Other current
                   19,683,519.73    39,669,983.12   -50.38%   Decrease in overpaid VAT
assets
Short-term
                   29,900,000.00    10,000,000.00   199.00%   Increase in bank loans of subsidiaries
borrowings
                                                              A bank loan of RMB20 million was obtained
                                                              by the parent company in the current period for
Long-term
                   20,000,000.00             0.00      ——   the R&D and industrialization of State III/State
borrowings
                                                              IV-level high-horsepower efficient agricultural
                                                              diesel engines
Advances                                                      Certain customers were required to pay greater
                   74,492,032.02    40,890,620.69    82.17%
received                                                      advances
                                                              Salaries and bonuses accrued in the nine
Payroll                                                       months ended September 30, 2016 were mostly
                   26,207,076.54    58,549,908.90   -55.24%
payable                                                       paid in the corresponding period of the current
                                                              year

 2. Selected Items in Consolidated Income Statement for January-September 2017
                                                                                                       Unit: RMB
 Changchai Company, Limited                                                      Third Quarter Report 2017 (Short Form)


                 January-September      January-September
                                                              Change             Main reason for change
                       2017                   2016
                                                                         Increase in foreign exchange income
Finance costs         -1,287,876.55         -6,869,369.26        ——
                                                                         resulted from exchange rate fluctuations
                                                                         Dividends received on the Bank of
                                                                         Jiangsu stock and the Foton Motor
                                                                         stock increased. And the Company
                                                                         increased its investment in Fuji Robin
Investment                                                               to become its controlling shareholder.
                      13,407,484.45          3,491,931.65     283.96%
income                                                                   And therefore, the Company’s original
                                                                         holding in Fuji Robin was measured at
                                                                         fair value, and the difference between
                                                                         the fair value and the carrying value
                                                                         was charged to investment income
                                                                         Income      arising   from  including
                                                                         Changzhou Fuji Changchai Robin
Non-operating                                                            Gasoline Engine Co., Ltd., whose
                      25,903,268.01         14,014,264.30     84.84%
income                                                                   equity interests the Company acquired
                                                                         at a discount, into the consolidated
                                                                         financial statements

 3. Selected Items in Consolidated Cash Flow Statement for January-September 2017
                                                                                                          Unit: RMB
                   January-September     January-September
                                                                Change              Main reason for change
                         2017                  2016
Net cash from
operating              -61,051,973.62         71,161,321.84            ——   Increased accounts receivable
activities
                                                                              The parent company had withdrawn
Net cash from                                                                 investments in wealth management
investing              -63,559,009.38        -41,248,683.31      -54.09%      products in January-September
activities                                                                    2016, while there was no such event
                                                                              in the current period
Net cash from
                                                                              Increase in bank loans of the parent
financing               21,794,509.81        -22,454,068.45            ——
                                                                              company and subsidiaries
activities


 II Progress, Influence and Solutions Associated with Significant Events


 √ Applicable □ Not applicable
             Summary of significant event               Disclosure date              Related announcement
Changchai Company, Limited                                                   Third Quarter Report 2017 (Short Form)


The Company and Synergetic Innovation Fund
Management Co., Ltd. jointly incorporated
                                               09/26/2017, 10/19/2017        No. 2017-022,023,024 and 025
Changzhou Synergetic Innovation Private Equity
Fund (Limited Partnership)


III Commitments that the Company’s Actual Controller, Shareholders, Related Parties and
Acquirers, as well as the Company and Other Commitment Makers, Failed to Fulfill on Time
during Reporting Period

√ Applicable □ Not applicable
                                                                           Date of  Period of
                               Commitment   Type of
       Commitment                                          Contents      commitment commitm Fulfillment
                                 maker    commitment
                                                                           making      ent
Commitments        made   in
share reform
Commitments made in
acquisition documents or
shareholding    alteration
documents
Commitments made in time
of asset restructuring
Commitments made in time
of IPO or refinancing
Equity incentive
commitments
                                                       Rewards Plan
                                                       for Shareholders
                                                       in Next Three
                                                       Years(2017-201
                                                       9)
                                                       Under the
                                                        premise of
                                                        positive
                                                        distributive
                                                                                        Year        Implement
Other commitments made Changchai                        profit
                         Company,         bonus         (remaining        05/11/2017    2017-201 in a normal
to minority shareholders
                         Limited                        after-tax profits
                                                                                        9           way
                                                        after making
                                                        up for the loss
                                                        and extracting
                                                        for the
                                                        common
                                                        reserves) in
                                                        this year or
                                                        half year and
                                                        abundant
Changchai Company, Limited                                                       Third Quarter Report 2017 (Short Form)


                                                           money flow
                                                           and no
                                                           influence on
                                                           the
                                                           following-up
                                                           going concern
                                                           after cash
                                                           bonus, the
                                                           profits
                                                           allocated by
                                                           cash every year
                                                           shouldn’t be
                                                           lower than
                                                           10% of the
                                                           allocable
                                                           profits from
                                                           parent
                                                           company.
                                                           Meanwhile, the
                                                           accumulated
                                                           allocable
                                                           profits by cash
                                                           in the arbitrary
                                                           continuous
                                                           three
                                                           accounting
                                                           years should
                                                           not be lower
                                                           than 30% of
                                                           the annual
                                                           average
                                                           allocable
                                                           profits in those
                                                           three years.
Fulfilled on time            Yes


IV Forecast of 2017 Annual Operating Results


Warning of a possible loss on or a significant year-over-year change in accumulative net margin during the period

the beginning of the current year through the end of the next reporting period, as well as the reasons:

□ Applicable √ Not applicable


V Securities Investments


□ Applicable √ Not applicable

No such cases in the Reporting Period.
Changchai Company, Limited                                                     Third Quarter Report 2017 (Short Form)


VI Investments in Derivative Financial Instruments


□ Applicable √ Not applicable
No such cases in the Reporting Period.

VII Visits Paid to the Company for Purposes of Research, Communication, Interview, etc.
during Reporting Period

√ Applicable □ Not applicable
      Date of visit               Way of visit      Type of visitor                     About
                                                                      Progress situation of SOE reform of the
09/21/2017                Other                  Individual
                                                                      Company
09/14/2017                Other                  Individual           Future development plan of the Company
                                                                      Situation of associated enterprises of the
09/14/2017                Other                  Individual
                                                                      Company
09/13/2017                Other                  Individual           Operation situation of the Company
08/27/2017                Other                  Individual           Future development plan of the Company
08/21/2017                Other                  Individual           Situation of SOE reform
08/04/2017                Other                  Individual           Number of shareholders
08/03/2017                Other                  Individual           Number of shareholders
07/25/2017                Other                  Individual           Stock situation of the Company
07/24/2017                Other                  Individual           Operation situation of the Company
                                                                      Progress situation of SOE reform of the
07/24/2017                Other                  Individual
                                                                      Company
07/21/2017                Other                  Individual           Operation situation of the Company
07/20/2017                Other                  Individual           Number of shareholders
07/06/2017                Other                  Individual           Situation of SOE reform
                                                                      Situation of the Company’s holding of
06/22/2017                Other                  Individual
                                                                      stock of Jiangsu Bank
                                                                      Situation of the Company’s holding of
06/05/2017                Other                  Individual
                                                                      stock of Jiangsu Bank
05/24/2017                Other                  Individual           Future development plan of the Company
05/10/2017                Other                  Individual           Future development plan of the Company
05/09/2017                Other                  Individual           Future development plan of the Company
05/08/2017                Other                  Individual           Product situation of the Company
05/02/2017                Other                  Individual           R&D situation of the Company
04/27/2017                Other                  Individual           Operation situation of the Company
Changchai Company, Limited                                                    Third Quarter Report 2017 (Short Form)


04/24/2017                Other                Individual            Future development plan of the Company
                                                                     Production and operation situation of the
04/24/2017                Other                Individual
                                                                     Company
04/17/2017                Other                Individual            Future development plan of the Company
04/13/2017                Other                Individual            Future development plan of the Company
04/05/2017                                                           Production and operation situation of the
                          Other                Individual
                                                                     Company
                                                                     Production and operation situation of the
04/05/2017                Other                Individual
                                                                     Company
03/30/2017                Other                Individual            Future development plan of the Company
                                                                     Production and operation situation of the
02/28/2017                Other                Individual
                                                                     Company
                                                                     Production and operation situation of the
01/17/2017                Other                Individual
                                                                     Company
                                                                     Future development strategy of the
01/07/2017                Other                Individual
                                                                     Company
                                                                     Progress situation of SOE reform of the
01/06/2017                Other                Individual
                                                                     Company


VIII Irregularities Arising from Provision of Guarantees for Third Parties


□ Applicable √ Not applicable

No such cases in the Reporting Period.


IX Occupation of the Company’s Funds by Its Controlling Shareholder or Related Parties for
Non-Operating Purposes


□ Applicable √ Not applicable
No such cases in the Reporting Period.

X Targeted Measures Taken to Help People Lift Themselves out of Poverty

The Company did not take such measures in the third quarter of the year and has no such plans for now.