Changchai Company, Limited Annual Report 2023 (Summary) Stock Code: 000570, 200570 Stock Name: Changchai, Changchai-B Announcement No. 2024-005 CHANGCHAI COMPANY, LIMITED ANNUAL REPORT 2023 (SUMMARY) Part I Important Notes This Summary is based on the full Annual Report of Changchai Company, Limited (together with its consolidated subsidiaries, the “Company”, except where the context otherwise requires). In order for a full understanding of the Company’s operating results, financial position and future development plans, investors should carefully read the aforesaid full text, which has been disclosed together with this Summary on the media designated by the China Securities Regulatory Commission (the “CSRC”). All the directors of the Company attended in person the board meeting for the approval of this Report. Independent auditor’s modified opinion: □ Applicable √ Not applicable Board-approved final cash and/or stock dividend plan for ordinary shareholders for the Reporting Period: √ Applicable □ Not applicable Bonus issue from capital reserves: □ Yes √ No The Board has approved a final dividend plan for ordinary shareholders as follows: based on the 705,692,507 shares, a cash dividend of RMB0.47 (tax inclusive) per 10 shares is to be distributed to the shareholders, with no bonus issue from either profit or capital reserves. Board-approved final cash and/or stock dividend plan for preferred shareholders for the Reporting Period: □ Applicable √ Not applicable This Report and its summary have been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese versions shall prevail. Part II Key Corporate Information 1. Stock Profile Changchai, Stock name Stock code 000570, 200570 Changchai-B Stock exchange for stock Shenzhen Stock Exchange 1 Changchai Company, Limited Annual Report 2023 (Summary) listing Contact information Board Secretary Securities Representative Name He Jianjiang 123 Huaide Middle Road, Address Changzhou, Jiangsu, China Fax (86)519-86630954 Tel. (86)519-68683155 Email address cchjj@changchai.com 2. Principal Activities or Products in the Reporting Period 1. Principal Operations of the Company We mainly specialize in the R&D, manufacture and sales of diesel engines under the brand "Changchai" and gasoline engines under the brand "Robin". Our products are mainly used in agricultural machinery, small engineering machinery, generator sets and shipborne machinery and other fields closely related to people's livelihood. In the Reporting Period, there were no major changes in the Company's core business and main products. 2. Main Products of the Company Our main products are divided into two categories: diesel engines and gasoline engines. The details are as follows: Main Product Application produc Graphic display Product description features fields ts Our diesel engine products include single-cylinder diesel engines and High power, low Agricultural multi-cylinder engines, covering oil consumption, machinery, power range from 3kW to 129kW, low noise, construction Diesel and cylinder diameters from 65mm compact machinery, engine to 135mm. Besides sale in domestic structure, low generator sets, market, our diesel engines are sold emission, good shipborne to Southeast Asia, South America, reliability machinery the Middle East and Africa. Our gasoline engines are mainly general-purpose small gasoline engines, covering the power range Agricultural Simple structure, Gasolin from 1.5kW to 9.0kW. Besides sale machinery, good reliability, e in domestic market, our gasoline small easy engine engines are sold to Southeast Asia, construction maintenance the Middle East, Europe and machinery America, Africa, Japan and other countries and regions. 3. Industry Review (1) Basic information on the industry The internal combustion engine is an important support for China's manufacturing industry security, energy security and national defense security, and an important basic industry of national economy and national defense construction. The internal combustion engine is the most power-dense, thermally efficient and widely used heat engine power unit. In order to implement the national overall development strategy of energy conservation, emission reduction, transformation, and upgrading, the internal combustion engine industry and agricultural machinery industry will strengthen independent innovation and research and development, accelerate the construction of a common basic technology platform, optimize the construction of the upstream and downstream industry chain, implement 2 Changchai Company, Limited Annual Report 2023 (Summary) intelligent manufacturing, and actively carry out international exchange and cooperation to accelerate the realization of industrial technology upgrading. (2) Development pattern and trend of the industry In terms of policies, national regulations pertaining to internal combustion engine technology have considerably tightened, with a notable emphasis on energy conservation, emissions reduction, and reliability, thereby making them focal points of industrial development. The rigorous enforcement of national emission standards will expedite the development and deployment of core technologies and crucial components within internal combustion engines. The exploration and dissemination of efficient and clean internal combustion engine products will drive the widespread adoption of independent-brand electronic fuel injection systems, high-efficiency superchargers, and advanced after-treatment solutions. In recent years, the issuance of the No. 1 Document by the central government has underscored its commitment to elevating the importance of agriculture and bolstering agricultural development. In 2024, the No. 1 Document outlined a "road map" to vigorously and effectively propel comprehensive rural revitalization. To stimulate demand through industrial policies, it is imperative to enhance the research and application proficiency of agricultural machinery and equipment, promote the innovation framework for cutting-edge agricultural machinery, vigorously address the deficiencies in agricultural machinery and equipment, bolster the information-based capabilities and service provision of agricultural machinery and equipment, advance the intelligence and automation levels of agricultural machinery, reinforce the synergy between technology and reform, and intensify efforts in core technology research and development, all of which will delineate the trajectory for agricultural modernization. As a result of the national policy of subsidies for the purchase of machinery, industrial development policies and the impact of environmental regulations and requirements, overall market demand for single-cylinder diesel engines for small agricultural machinery remained low, causing intense competition. Despite the gradual increase in the use of single-cylinder engines in the non-agricultural sector, overall sales remained on a downward path. The year 2023 is the first year of upgrading the National Emission Standard III to IV, and the agricultural machinery industry has entered a drastic “reshuffle” period. From the point of view of the development of the industry as a whole, the sales of low-quality products continued to weaken, and high-quality products continued to take over more market share, which promoted the sustainable development of the industry as a whole. With the full-scale implementation of National Emission Standard IV for Non-road Vehicles and the evolving market dynamics, the pace of development for high-end agricultural machinery products in China has accelerated. High- end and intelligent trends of agricultural machinery catalyzed a fresh wave of structural transformation within the agricultural machinery industry. The sector has entered a phase of profound adjustments propelled by optimization and upgrading, with agricultural machinery enterprises concurrently embarking on a trajectory of high-quality development, hastening the integration and advancement of advanced technologies encompassing energy conservation and emissions reduction, intelligent manufacturing, and the enhancement of product quality and efficiency. As new opportunities for development arise in the national strategic deployment and the accelerated transformation and upgrading process, the agricultural machinery market has a broad space for growth. 4. The Company's position in the market We mainly specialize in the R&D, manufacture and sales of diesel engines under the brand "Changchai" and gasoline engines under the brand "Robin". Up to now, we have successfully developed a number of advanced core technologies with independent intellectual property rights. In terms of diesel engine, according to the statistics of China Internal Combustion Engine Industry Association (CICEIA), as the largest small- and medium-sized single- cylinder diesel engine manufacturer in the agricultural machinery industry of China, we have maintained a high market share of single-cylinder engines, and our market share of single-cylinder diesel engines of some power ranges has ranked first in China. For many years, in the process of achieving steady economic development of the enterprise, we developed in a sound manner and cultivated the "Changchai" brand, a famous small diesel engine 3 Changchai Company, Limited Annual Report 2023 (Summary) brand of China with independent intellectual property rights. 3. Key Financial Information (1) Key Financial Information of the Past Three Years Indicate by tick mark whether there is any retrospectively restated datum in the table below. □ Yes √ No Unit: RMB Change of 31 31 December December 31 December 31 December 2023 2022 2023 over 31 2021 December 2022 (%) Total assets (RMB) 5,159,394,958.92 5,219,359,853.42 -1.15% 4,860,382,961.26 Equity attributable to the listed 3,398,946,911.23 3,284,710,665.90 3.48% 3,077,550,018.33 company’s shareholders (RMB) 2023-over- 2023 2022 2022 change 2021 (%) Operating revenue (RMB) 2,155,698,787.49 2,182,043,095.61 -1.21% 2,452,430,515.60 Net profit attributable to the listed company’s shareholders 108,495,607.05 76,684,796.91 41.48% 103,006,232.54 (RMB) Net profit attributable to the listed company’s shareholders -47,466,184.54 -73,636,511.02 —— 5,329,092.87 before exceptional gains and losses (RMB) Net cash generated from/used in 137,189,827.35 364,930,277.84 -62.41% -266,323,779.30 operating activities (RMB) Basic earnings per share 0.1537 0.1087 41.40% 0.1657 (RMB/share) Diluted earnings per share 0.1537 0.1087 41.40% 0.1657 (RMB/share) Weighted average return on 3.19% 2.51% 0.68% 3.86% equity (%) (2) Key Financial Information by Quarter Unit: RMB Q1 Q2 Q3 Q4 Operating revenue 703,102,297.70 647,415,342.15 458,557,165.00 346,623,982.64 Net profit attributable to the listed 23,934,592.54 108,002,732.12 24,931,699.23 -48,373,416.84 company’s shareholders Net profit attributable to the listed company’s shareholders before 1,107,543.07 4,718,000.91 -16,029,859.81 -37,261,868.71 exceptional gains and losses Net cash generated from/used in -71,086,048.66 -33,710,768.09 -109,331,432.55 351,318,076.65 operating activities Indicate by tick mark whether any of the quarterly financial data in the table above or their summations differs 4 Changchai Company, Limited Annual Report 2023 (Summary) materially from what have been disclosed in the Company’s quarterly or interim reports. □ Yes √ No 4. Share Capital and Shareholder Information at the Period-End (1) Numbers of Ordinary Shareholders and Preferred Shareholders with Resumed Voting Rights as well as Holdings of Top 10 Shareholders Unit: share Number of Number of Number of Number ordinary preferred preferred of sharehold shareholde shareholders with ordinary ers at the rs with resumed voting sharehold 58,653 month- 56,686 resumed 0 0 rights at the month- ers at the end prior voting end prior to the period- to the rights at disclosure of this end disclosure the period- Report of this end Report Top 10 shareholders (exclusive of shares lent in refinancing) Sharehold Shares in pledge, Name of Nature of ing Total shares held at Restricted marked or frozen sharehold shareholder percentag the period-end shares held er Status Shares e Changzho u State-owned Investme 32.26% 227,663,417 56,818,181 N/A 0 legal person nt Group Co., Ltd Domestic Chen Jian natural 0.49% 3,478,600 0 N/A 0 person KGI ASIA Foreign legal 0.44% 3,101,695 0 N/A 0 LIMITE person D Domestic Wu natural 0.35% 2,442,200 0 N/A 0 Chunhua person China Internatio nal State-owned Capital 0.27% 1,921,527 0 N/A 0 legal person Corporati on Limited Domestic Lu Zhang natural 0.26% 1,836,643 0 N/A 0 person Domestic Li Suinan natural 0.23% 1,593,800 0 N/A 0 person Zhang Domestic 0.22% 1,556,700 0 N/A 0 5 Changchai Company, Limited Annual Report 2023 (Summary) Wenbing natural person Domestic Huang natural 0.22% 1,528,891 0 N/A 0 Guoliang person Huatai State-owned Securities 0.21% 1,509,155 0 N/A 0 legal person Co., Ltd. It is unknown whether there is among the top 10 public shareholders and the top Related or acting-in- 10 unrestricted public shareholders any related parties or acting-in-concert parties concert parties among the as defined in the Administrative Measures for Information Regarding shareholders above Shareholding Alteration. Top 10 shareholders Shareholders Chen Jian and Wu Chunhua held 2,952,800 and 2,442,200 shares involved in securities respectively in the Company through their margin accounts. margin trading (if any) Top 10 shareholders involved in refinancing shares lending □ Applicable √ Not applicable Changes in top 10 shareholders compared with the prior period √ Applicable □ Not applicable Unit: share Changes in top 10 shareholders compared with the end of the prior period Shares in the common Shares lent in Newly added account and credit account refinancing and not yet or existing plus shares lent in returned at the period- from top 10 refinancing and not yet Full name of shareholder end shareholders in returned at the period-end the Reporting As % of As % of Period Total total share Total shares total share shares capital capital Wu Chunhua Newly added 0 0.00% 2,442,200 0.35% China International Capital Newly added 0 0.00% 1,921,527 0.27% Corporation Limited Lu Zhang Newly added 0 0.00% 1,836,643 0.26% Zhang Wenbing Newly added 0 0.00% 1,556,700 0.22% Huatai Securities Co., Ltd. Newly added 0 0.00% 1,509,155 0.21% MORGAN STANLEY & CO. Exiting 0 0.00% 694,573 0.10% INTERNATIONAL PLC. Yang Xuee Exiting 0 0.00% 0 0.00% China Minsheng Bank-Goldstate Yuanqi Dynamic Asset Allocation Exiting 0 0.00% 0 0.00% Mixed Type Securities Investment Fund CLSA Asset Management Limited- Exiting 0 0.00% 938,641 0.13% Clients’ Capital Dai Wenping Exiting 0 0.00% 0 0.00% (2) Number of Preferred Shareholders and Shareholdings of Top 10 of Them □ Applicable √ Not applicable 6 Changchai Company, Limited Annual Report 2023 (Summary) No preferred shareholders in the Reporting Period. (3) Ownership and Control Relations between the Actual Controller and the Company 5. Outstanding Bonds at the Date when this Report Was Authorized for Issue □ Applicable √ Not applicable Part III Significant Events 1. Expropriation of the Wuxing branch company’s properties on state-owned land and compensation On 25 May 2023, the Proposal on the Intention to Sign the Agreement on the Expropriation of the Properties of the Wuxing Branch Company on State-owned Land in Changzhou City and the Compensation was approved at the 17th Meeting of the Ninth Board of Directors. Later, the said matter was approved at the First Extraordinary General Meeting of Shareholders in 2023 dated 12 June 2023. As such, the Company was agreed to sign a contract with Changzhou Zhonglou District Housing and Urban-Rural Development Bureau on the expropriation of the Wuxing branch company’s properties on state-owned land and the compensation, with the contractual total compensation amount being RMB117 million. On 14 June 2023, the Company signed the Agreement on the Expropriation of the Properties of the Wuxing Branch Company on State-owned Land in Changzhou City and the Compensation with Changzhou Zhonglou District Housing and Urban-Rural Development Bureau, and received the first compensation payment of RMB70 million on 28 June 2023, and received the residual compensation payment of RMB47 million on 9 January 2024. 2. Housing expropriation on state-owned land and compensation of Sanjing Branch On 27 October 2023, the Company held the Third Meeting of the Tenth Board of Directors, deliberating on and approving the Proposal on Signing the Sanjing Branch's Agreement on Non-residential Housing Expropriation and Compensation in Xinbei District, Changzhou City. The matter was approved at the third extraordinary general meeting on 14 November 2023, approving that the Company would sign agreement with the Housing and Urban-Rural Development Bureau of Changzhou National High-tech Industrial Development Zone and the Housing Expropriation and Compensation Service Centre of Sanjing Street, Xinbei District, Changzhou City, regarding the housing expropriation on state-owned land and compensation of the Sanjing Branch. The total compensation amount under the agreement was RMB99,929,900. On 29 November 2023, the Company signed the Agreement on Non-residential Housing Expropriation and Compensation with the Housing and Urban-Rural 7 Changchai Company, Limited Annual Report 2023 (Summary) Development Bureau of Changzhou National High-tech Industrial Development Zone and the Housing Expropriation and Compensation Service Centre of Sanjing Street, Xinbei District, Changzhou City. The Company received the first compensation of RMB30 million until January 2024. 3. Acquisition of 7.5% equity held by natural person shareholders of Zhenjiang Siyang In December 2023, the Company acquired 7.5% equity held by three natural person shareholders of its partially- owned subsidiaries Zhenjiang Siyang with RMB7.17 million. As at 31 December 2023, the Company had held a total of 49% equity in Zhenjiang Siyang and remained its largest shareholder. 8