Report for the Third Quarter of 2013 of Changchai Company, Limited Short form of the Stock: Suchangchai A, Suchangchai B Stock Code: 000570, 200570 Notice Number: 2013-016 CHANGCHAI COMPANY, LIMITED THE THIRD QUARTERLY REPORT 2013 Section I. Important Reminders The Board of Directors, the Supervisory Committee as well as all directors, supervisors and senior management staff of Changchai Company, Limited (hereinafter referred to as ―the Company‖) warrant that this report is factual, accurate and complete without any false record, misleading statement or material omission. And they shall be jointly and severally liable for that. All directors attended the board session for reviewing this report. Xue Guojun, company principal, He Jianguang, chief of the accounting work, and Jiang He, chief of the accounting organ (chief of accounting), hereby confirm that the financial statements enclosed in this report are factual, accurate and complete. This report is prepared in both Chinese and English. Should there be any discrepancy between the two versions, the Chinese version shall prevail. Section II. Financial Highlights & Change of Shareholders I. Major accounting data and financial indexes Does the Company adjust retrospectively or restate accounting data of previous years due to change of the accounting policy or correction of any accounting error? □ Yes √ No 30 Sept. 2013 31 Dec. 2012 Increase/decrease (%) Total assets (RMB Yuan) 3,135,312,717.82 3,116,489,064.01 0.60% Net assets attributable to shareholders of the Company 1,800,250,511.53 1,845,193,200.65 -2.44% (RMB Yuan) YoY increase/decrease YoY increase/decrease Jul.-Sept. 2013 Jan.-Sept. 2013 (%) (%) Operating revenues (RMB Yuan) 703,876,673.50 4.87% 2,301,579,371.96 1.36% Net profit attributable to 17,044,723.04 30.91% 56,909,920.20 32.90% shareholders of the Company 1 Report for the Third Quarter of 2013 of Changchai Company, Limited (RMB Yuan) Net profit attributable to shareholders of the Company after 16,393,804.39 52.67% 56,591,695.85 56.49% extraordinary gains and losses (RMB Yuan) Net cash flows from operating -- -- 10,315,372.32 -95.86% activities (RMB Yuan) Basic EPS (RMB Yuan/share) 0.03 50.00% 0.10 25.00% Diluted EPS (RMB Yuan/share) 0.03 50.00% 0.10 25.00% Weighted average ROE (%) 0.94% 0.23% 2.35% -0.07% Items and amounts of extraordinary gains and losses √Applicable □Inapplicable Unit: RMB Yuan Item Amount as of Jan.-Sept. 2013 Note Gains/losses on the disposal of non-current assets (including the Net gain on disposal of fixed 403,649.65 offset part of asset impairment provisions) assets Government grants recognized in the current period, except for those acquired in the ordinary course of business or granted at 790,000.00 certain quotas or amounts according to the country’s unified standards Gains and losses on change in fair value from tradable financial assets and tradable financial liabilities, as well as investment income from disposal of tradable financial assets and tradable 939,257.17 financial liabilities and financial assets available for sales, except for effective hedging related with normal businesses of the Company Other non-operating income and expenses other than the above -1,277,151.51 Less: Income tax effects 368,190.53 Minority interests effects (after tax) 169,340.43 Total 318,224.35 -- Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item □ Applicable √ Inapplicable II. Total number of shareholders at the period-end and shares held by the top ten shareholders Unit: share Total number of shareholders at the 77,532 2 Report for the Third Quarter of 2013 of Changchai Company, Limited period-end Shares held by the top ten shareholders Number of the Pledged or frozen shares Nature of Shareholding Number of the Name of shareholder restricted shares Status of Number of shareholder percentage (%) shares held held shares shares STATE-OWNED ASSETS SUPERVISION AND ADMINISTRATION On behalf of 30.02% 168,497,736 0 COMMISSION OF the State CHANGZHOU MUNICIPAL PEOPLE’S GOVERNMENT BNP PARIBAS WEALTH Foreign MANAGEMENT HONG 1.36% 7,619,573 0 corporation KONG BRANCH CHINA FOREIGN ECONOMY AND TRADE TRUST CO., LTD. - NEW Other 0.64% 3,568,200 0 SHARE + INTEREST ARBITRAGE CORE PACIFIC-YAMAICHI Foreign INTERNATIONAL (H.K.) 0.52% 2,900,062 0 corporation LIMITED HUABAO TRUST CO., LTD. –SINGLE FUND TRUST Other 0.46% 2,569,807 0 R2007ZX103 ZHONGHAI TRUST CO., LTD.– ZHONGHAI JUFA – NEW SHARE AGREED Other 0.42% 2,382,890 0 SUBSCRIPTION FUND TRUST 19 GUANGDONG FINANCE TRUST CO., LTD. -JIEKAI Other 0.41% 2,300,000 0 PHASE I ZHONGHAI TRUST CO., LTD.– ZHONGHAI JUFA – NEW SHARE AGREED Other 0.41% 2,291,309 0 SUBSCRIPTION 1 FUND TRUST ING ASIA PRIVATE BANK Foreign 0.41% 2,290,000 0 LIMITED corporation ZHONGHAI TRUST CO., Other 0.40% 2,265,460 0 3 Report for the Third Quarter of 2013 of Changchai Company, Limited LTD.–NEW SHARE AGREED SUBSCRIPTION FUND TRUST (9) Shares held by the top ten non-restricted share holders Type of shares Name of shareholder Number of non-restricted shares held Type Number STATE-OWNED ASSETS SUPERVISION AND ADMINISTRATION COMMISSION OF 168,497,736 RMB ordinary shares 168,497,736 CHANGZHOU MUNICIPAL PEOPLE’S GOVERNMENT BNP PARIBAS WEALTH MANAGEMENT HONG Domestically listed 7,619,573 7,619,573 KONG BRANCH foreign shares CHINA FOREIGN ECONOMY AND TRADE TRUST CO., LTD.-NEW SHARE+INTEREST 3,568,200 RMB ordinary shares 3,568,200 ARBITRAGE CORE PACIFIC-YAMAICHI INTERNATIONAL Domestically listed 2,900,062 2,900,062 (H.K.) LIMITED foreign shares HUABAO TRUST CO., LTD. –SINGLE FUND 2,569,807 RMB ordinary shares 2,569,807 TRUST R2007ZX103 ZHONGHAI TRUST CO., LTD.– ZHONGHAI JUFA – NEW SHARE AGREED SUBSCRIPTION FUND 2,382,890 RMB ordinary shares 2,382,890 TRUST 19 GUANGDONG FINANCE TRUST CO., LTD. - 2,300,000 RMB ordinary shares 2,300,000 JIEKAI PHASE I ZHONGHAI TRUST CO., LTD.– ZHONGHAI JUFA – NEW SHARE AGREED SUBSCRIPTION 1 2,291,309 RMB ordinary shares 2,291,309 FUND TRUST Domestically listed ING ASIA PRIVATE BANK LIMITED 2,290,000 2,290,000 foreign shares ZHONGHAI TRUST CO., LTD.–NEW SHARE 2,265,460 RMB ordinary shares 2,265,460 AGREED SUBSCRIPTION FUND TRUST (9) It is unknown whether there was any associated relationship among the top ten Explanation on associated relationship or/and persons tradable share holders and among the top ten non-restricted tradable share acting in concert among the above-mentioned holders or whether they are persons acting in concert as described by shareholders Measures for the Administrative of Disclosure of Shareholder Equity Changes. Shareholders taking part in margin financing and Naught securities lending (if any) Did any shareholder of the Company carry out an agreed buy-back in the reporting period? □ Yes √ No 4 Section III. Significant Events I. Major changes of main accounting statement items and financial indicators in the reporting period, as well as reasons for the changes 1. Accounts receivable increased 78.13% over the year-begin mainly because the Company enhanced market expansion and allowed more contractual buying on credit. 2. Other receivables increased 78.94% over the year-begin mainly because of the temporary borrowings from the subsidiary Housheng Investment to Huachi Machinery Co., Ltd. and other units. 3. Short-term borrowings increased 50.00% over the period-begin mainly because the subsidiary Chuangzhou Changchai Benniu Diesel Engine Fittings Co., Ltd. secured more bank borrowings. 4. Investment gains increased 39.89% over the last period mainly because the bonus from the stock of Foton Motor increased. 5. Net cash flows from operating activities decreased 95.86% from the last period mainly because the Company allowed more buying on credit and the accounts receivable increased. II. Predict the 2013 annual operating results Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next reporting period compared with the same period of the last year according to prediction, as well as explanations on the reasons □Applicable √Inapplicable III. Securities investment Shareholdings in other listed companies √Applicable □Inapplicable At the end of the reporting period, the Company held 72.25 million ―Foton Motor‖ shares and 50,000 ―Ninghu Expressway‖ shares measured as measured as available-for-sale financial assets. IV. Researches, visits and interviews received in the reporting period Place of Way of Main discussion and materials Time of reception Visitor type Visitor reception reception provided by the Company The interaction Individual The dividend arrangements of the 6 Jul. 2013 platform of Other Individual investor Company for 2012 Shenzhen Stock 5 Exchange The interaction platform of Individual About the B-share of the 17 Jul. 2013 Other Individual Shenzhen Stock investor Company Exchange The interaction platform of Individual About the shareholdings of the 26 Jul. 2013 Other Individual Shenzhen Stock investor Company’s shareholders Exchange The interaction platform of Individual About the share price of the 11 Aug. 2013 Other Individual Shenzhen Stock investor Company Exchange The interaction platform of Individual The monthly sales data of the 3 Sept. 2013 Other Individual Shenzhen Stock investor Company Exchange 6