Report for the First Quarter of 2014 of Changchai Company, Limited Stock code: 000570, 200570 Stock abbreviation: Su Changchai A, Su Changchai B Announcement No.: 2014-007 CHANGCHAI COMPANY, LIMITED THE FIRST QUARTERLY REPORT FOR YEAR 2014 Section I. Important Reminders The Board of Directors, the Supervisory Committee, directors, supervisors and senior management staff of Changchai Company, Limited (hereinafter referred to as “the Company”) warrant that the information carried in 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 have 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. 1 Report for the First Quarter of 2014 of Changchai Company, Limited Section II. Financial Highlights & Change of Shareholders I. Main accounting data and financial indicators 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 Jan.-Mar. 2014 Jan.-Mar. 2013 +/- (%) Operating revenues (RMB Yuan) 742,596,945.82 814,251,387.30 -8.8% Net profit attributable to shareholders of 19,532,558.06 18,934,558.56 3.16% the Company (RMB Yuan) Net profit attributable to shareholders of the Company after extraordinary gains 19,307,194.21 18,619,519.27 3.69% and losses (RMB Yuan) Net cash flows from operating activities -44,717,639.28 71,419,143.58 -162.61% (RMB Yuan) Basic EPS (RMB Yuan/share) 0.03 0.03 0% Diluted EPS (RMB Yuan/share) 0.03 0.03 0% Weighted average ROE (%) 1.06% 1.02% 0.04% 31 Mar. 2014 31 Dec. 2013 +/- (%) Total assets (RMB Yuan) 3,092,696,635.89 3,042,349,320.63 1.65% Net assets attributable to shareholders of 1,843,956,967.72 1,809,577,062.45 1.9% the Company (RMB Yuan) Items and amounts of extraordinary gains and losses √ Applicable □ Inapplicable Item 1 Jan. 2014-31 Mar. 2014 Explanation Gains/losses on the disposal of non-current assets (including the offset part of the asset impairment 158,173.02 provisions) Government grants recognized in the current period, except for those acquired in the ordinary course of 124,000.00 business or granted at certain quotas or amounts according to the government’s unified standards Capital occupation charges on non-financial enterprises 296,666.67 that are recorded into current gains and losses Gains and losses on change in fair value from tradable financial assets and tradable financial liabilities, as well 526,224.94 as investment income from disposal of tradable financial 2 Report for the First Quarter of 2014 of Changchai Company, Limited assets and tradable financial liabilities and financial assets available for sales except for effective hedging related with normal businesses of the Company Non-operating income and expense other than the above -699,077.09 Less: Income tax effects 159,439.66 Minority interests effects (after tax) 21,184.03 Total 225,363.85 -- 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 shareholdings of top 10 shareholders Unit: share Total number of shareholders at the 66,815 period-end Total number of shareholders at the period-end Shareholding Number of Pledged or frozen shares Nature of Number of Name of shareholder percentage restricted Status of Number of shareholder shares held (%) shares 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 2.71% 15,199,417 0 corporation KONG BRANCH China Foreign Economy And Trade Trust Co.,Ltd- Other 1.06% 5,952,348 0 New Share+ Interest Arbitrage Changxin Funds - Industrial Bank -Block Other 0.96% 5,369,939 0 Trade No. 3 Asset Management Plan ING ASIA PRIVATE Foreign 0.92% 5,189,901 0 3 Report for the First Quarter of 2014 of Changchai Company, Limited BANK LIMITED corporation Domestic Wang Yuanquan natural 0.91% 5,100,000 0 person Changxin Funds - Industrial Bank -Block Other 0.86% 4,812,165 0 Trade No. 3 Asset Management Plan Zhongrong International Trust Co., Ltd.-08 Other 0.73% 4,120,501 0 Rongxin NO. 83 Zhonghai Trust Co., Ltd- Zhonghai Jufa-the agreed subscription of the Other 0.65% 3,655,642 0 Money Trust 1 of the new share Ping An Trust Co., Ltd- Ping An BBK Assembled Other 0.59% 3,311,504 0 Funds Trust Shareholdings of top 10 non-restricted shareholders Number of non-restricted Variety of shares Name of shareholder shares held Variety Number State-owned Assets Supervision and Administration RMB ordinary Commission of Changzhou Municipal People’s 168,497,736 168,497,736 share Government Domestically BNP PARIBAS WEALTH MANAGEMENT HONG 15,199,417 listed foreign 15,199,417 KONG BRANCH shares China Foreign Economy And Trade Trust Co.,Ltd- RMB ordinary 5,952,348 5,952,348 New Share+ Interest Arbitrage share Changxin Funds - Industrial Bank -Block Trade No. 3 RMB ordinary 5,369,939 5,369,939 Asset Management Plan share Domestically ING ASIA PRIVATE BANK LIMITED 5,189,901 listed foreign 5,189,901 shares RMB ordinary Wang Yuanquan 5,100,000 5,100,000 share Changxin Funds - Industrial Bank -Block Trade No. 3 RMB ordinary 4,812,165 4,812,165 Asset Management Plan share 4 Report for the First Quarter of 2014 of Changchai Company, Limited Zhongrong International Trust Co., Ltd.-08 Rongxin RMB ordinary 4,120,501 4,120,501 NO. 83 share Zhonghai Trust Co., Ltd-Zhonghai Jufa-the agreed RMB ordinary 3,655,642 3,655,642 subscription of the Money Trust 1 of the new share share Ping An Trust Co., Ltd- Ping An BBK Assembled RMB ordinary 3,311,504 3,311,504 Funds Trust share It is unknown whether there was any associated relationship among the top ten tradable shareholders and among the top Explanation on associated relationship or/and persons ten shareholders not subject to trading moratorium, or acting in concert among the above-mentioned whether they are persons acting in concert as described by shareholders: Measures for the Administrative of Disclosure of Shareholder Equity Changes. Because the shareholder--Mr. Wang Yuanquan had participated in the financing and securities loans business during the reporting period, he held the shares of the Explanation on the top 10 shareholders participating in Company of 5,100,000shares through the securities the financing and securities loans business (if any) guarantee account of the customer credit transactions provided by China Securities Co., Ltd. with the proportion of the share holding of 0.27%. Did any shareholder of the Company carry out an agreed buy-back in the reporting period? □ Yes √ No Section III. Significant Events I. Significant changes of the major accounting statement items and financial indicators for the reporting period, as well as the reasons for these changes 1. Accounts receivable increased 61.27% from the opening amount mainly because the Company properly allowed customers’ buying on credit according to relevant agreements and plans to expand the market room. 2. Prepayments decreased 37.07% from the opening amount mainly because the prepayments for materials decreased. 3. Other receivables increased 76.47% from the opening amount mainly because subsidiary Housheng Investment granted a temporary loan to an external party. 4. Payroll payable decreased 45.00% from the opening amount mainly because some of the salary and bonus provisions made last year were paid in the reporting period. 5 Report for the First Quarter of 2014 of Changchai Company, Limited 5. Net cash flows from operating activities decreased from the opening amount mainly because the Company enhanced sales promotion and the accounts receivable increased. II. Predict the operating results of Jan.-Jun. 2014 Warning of possible loss or considerable YoY change of the accumulated net profit made during the period-begin to the end of the next reporting period according to prediction, as well as explanations on the reasons: □ Applicable √ Inapplicable V. Securities investments Number Shareho Number Shareho Gain/los Initial Closing Variety of lding of lding s for Source Code of Name of investm book of shares percenta shares percenta reportin Account of securitie securitie ent cost value securitie held at ge at held at ge at g period ing title securitie s s (RMB (RMB s period-b period-b period-e period-e (RMB s Yuan) Yuan) egin egin nd nd Yuan) Total 0.00 0 -- 0 -- 0.00 0.00 -- -- Shareholdings in other listed companies √Applicable □ Inapplicable At the end of the reporting period, the Company held a number of 72.25 million “Foton Motor” shares and 50,000 “Ninghu Expressway” shares measured as available-for-sale financial assets. IV. Researches, visits and interviews received in the reporting period Main discussion Way of and materials Time of reception Place of reception Visitor type Visitor reception provided by the Company The impact of The Shenzhen Stock reform of Individual 7 Jan. 2014 Exchange Other Individual state-owned assets investor Interaction Platform on the Company's future 6