Report for the Third Quarter of 2014 of Changchai Company, Limited Short form of the Stock: Suchangchai A, Suchangchai B Stock Code: 000570, 200570 Notice Number: 2014-018 CHANGCHAI COMPANY, LIMITED THE THIRD QUARTERLY REPORT 2014 Section I. Important Reminders, Contents & Definition 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. Mr. Xue Guojun, company principal, Mr. He Jianguang, chief of the accounting work, and Mr. 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. 2014 31 Dec. 2013 Increase/decrease (%) Total assets (RMB Yuan) 3,061,092,052.98 3,042,349,320.63 0.62% Net assets attributable to shareholders of the Company 1,891,680,741.60 1,809,577,062.45 4.54% (RMB Yuan) YoY increase/decrease YoY increase/decrease Jul.-Sept. 2014 Jan.-Sept. 2014 (%) (%) Operating revenues (RMB Yuan) 596,251,102.70 -15.29% 1,936,127,304.42 -15.88% Net profit attributable to shareholders of the Company 16,740,470.13 -1.79% 51,043,900.62 -10.31% (RMB Yuan) Net profit attributable to shareholders of the Company after 15,531,456.19 -5.26% 49,051,143.62 -13.32% extraordinary gains and losses (RMB Yuan) 1 Report for the Third Quarter of 2014 of Changchai Company, Limited Net cash flows from operating -- -- -76,182,458.65 —— activities (RMB Yuan) Basic EPS (RMB Yuan/share) 0.03 0.00% 0.09 -10.00% Diluted EPS (RMB Yuan/share) 0.03 0.00% 0.09 -10.00% Weighted average ROE (%) 0.91% -0.03% 2.76% -0.36% Items and amounts of extraordinary gains and losses √Applicable □Inapplicable Unit: RMB Yuan Item Amount as of Jan.-Sept. 2014 Note Gains/losses on the disposal of non-current assets (including the 253,982.48 offset part of asset impairment provisions) Government grants recognized in the current period, except for those acquired in the ordinary course of business or granted at 5,708,500.00 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 1,392,877.46 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 than the above -4,707,667.45 Less: Income tax effects 646,668.48 Minority interests effects (after tax) 8,267.01 Total 1,992,757.00 -- 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 No such cases during the reporting period. II. Total number of shareholders and shareholdings of the top ten shareholders at the period-end 1. Total number of common shareholders and shareholdings of the top ten common shareholders at the period-end Unit: share Total number of common shareholders at the 67,854 period-end 2 Report for the Third Quarter of 2014 of Changchai Company, Limited Shareholdings of the top ten common shareholders Number of 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 Commission On behalf of the 30.02% 168,497,736 0 of Changzhou Municipal People’s State Government BNP PARIBAS WEALTH Foreign MANAGEMENT HONG KONG 2.03% 11,399,417 0 corporation BRANCH ING ASIA PRIVATE BANK Foreign 0.80% 4,489,901 0 LIMITED corporation BCOH-Nongyin Huili Industry Growth Equity Securities Other 0.61% 3,399,661 0 Investment Fund Warburg Trust Co., Ltd.-Shijie Haoyu No. 9 Assembled Funds Other 0.55% 3,085,898 0 Trust Domestic Jiang Xuezhen 0.46% 2,590,000 0 individual Southwest Securities -CCB- Southwest Securities Everest No. Other 0.43% 2,434,915 0 1 Assembled Assets Management Plan Domestic Cha Genlou 0.36% 2,004,884 0 individual Domestic Zhang Gengdi 0.32% 1,790,315 0 individual Warburg Trust Co., Ltd.-Shijie Haoyu No.21 Assembled Funds Other 0.29% 1,630,643 0 Trust Shareholdings of the top ten non-restricted common shareholders Number of non-restricted common Type of shares Name of shareholder shares held at the period-end Type Number State-owned Assets Supervision and Administration Commission of Changzhou Municipal People’s 168,497,736 RMB ordinary share 168,497,736 Government BNP PARIBAS WEALTH MANAGEMENT 11,399,417 Domestically listed foreign 11,399,417 3 Report for the Third Quarter of 2014 of Changchai Company, Limited HONG KONG BRANCH share Domestically listed foreign ING ASIA PRIVATE BANK LIMITED 4,489,901 4,489,901 share BCOH - Nongyin Huili Industry Growth Equity 3,399,661 RMB ordinary share 3,399,661 Securities Investment Fund Warburg Trust Co., Ltd.-Shijie Haoyu No. 9 3,085,898 RMB ordinary share 3,085,898 Assembled Funds Trust Jiang Xuezhen 2,590,000 RMB ordinary share 2,590,000 Southwest Securities -CCB-Southwest Securities Everest No. 1 Assembled Assets 2,434,915 RMB ordinary share 2,434,915 Management Plan Cha Genlou 2,004,884 RMB ordinary share 2,004,884 Zhang Gengdi 1,790,315 RMB ordinary share 1,790,315 Warburg Trust Co., Ltd.-Shijie Haoyu No.21 1,630,643 RMB ordinary share 1,630,643 Assembled Funds Trust It’s unknown whether there was any associated relationship among other Explanation on associated relationship or persons shareholders of the top ten shareholders, or whether there is any acting in concert among the above-mentioned action-in-concert among them regarding to Administrative Measures on shareholders Changes in Holdings. Did any of the top 10 common shareholders or the top 10 non-restricted common shareholders of the Company carry out any agreed buy-back in the reporting period? □ Yes √ No No shareholder of the Company carried out any agreed buy-back in the reporting period. 2. Total number of preferred share holders and shareholdings of the top ten preferred share holders at the period-end □ Applicable √ Inapplicable 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 √ Applicable □ Inapplicable (1) Monetary funds at the period-end decreased by RMB 213.3073 million from the amount at the year-beginning, a decrease of 30.99%, mainly because the payments collected from customers decreased. (2) Accounts receivable at the period-end increased by RMB 260.3269 million from the amount at the year-beginning, an increase of 82.05%, mainly because we reinforced sales promotion and expanded sale on credit 4 Report for the Third Quarter of 2014 of Changchai Company, Limited within a controllable scope. (3) Prepayments at the period-end decreased by RMB 5.5043 million from the amount at the year-beginning, a decrease of 37.55%, mainly because we reduced our payments to suppliers to control the stock. (4) Other receivables at the period-end increased by RMB 15.1804 million from the amount at the year-beginning, an increase of 119.31%, mainly because of the money on call from subsidiary Housheng Investment to Xuzhou East China Foundry General Factory, etc. (5) Construction in progress at the period-end increased by RMB 37.2757 million from the amount at the year-beginning, an increase of 47.66%, mainly because the investments in the casting workshop alteration project, etc. increased. (6) Short-term borrowings at the period-end decreased by RMB 10 million from the amount at the year-beginning, an increase of 33.33%, mainly because subsidiary Changchai Wanzhou repaid borrowings. (7) Payroll payable at the period-end decreased by RMB 31.6439 million from the amount at the year-beginning, a decrease of 55.40%, mainly because the salary and bonus provisions made in the last period were partially paid in the current period. (8) Taxes and fares payable at the period-end increased by RMB 16.1164 million from the amount at the year-beginning, an increase of 68.00%, mainly because the stock of the Company decreased and the VAT input tax decreased accordingly. II. Progress and influence of significant events, as well as the analysis and explanation on solutions □Applicable √ Inapplicable III. Commitments made by the Company or shareholders holding over 5% of the Company’s shares in the reporting period or such commitments carried down into the reporting period □ Applicable √ Inapplicable No such commitments in the reporting period. IV. Predict the 2014 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 V. Securities investment □Applicable √Inapplicable The Company did not invest in any securities in the reporting period. Shareholdings in other listed companies √Applicable □Inapplicable 5 Report for the Third Quarter of 2014 of Changchai Company, Limited At the end of the reporting period, we held 72.25 million “Foton Motor” shares and 50,000 “Ninghu Expressway” shares measured as available-for-sale financial assets. VI. Investments in derivatives □Applicable √Inapplicable The Company did not invest in any derivative in the reporting period. VII. Researches, visits and interviews received in the reporting period √Applicable □Inapplicable Main discussion and Time Place Way of reception Visitor type Visitor materials provided by the Company The Shenzhen The impact of reform of Stock Exchange Individual 7 Jan. 2014 Other Individual state-owned assets on the Interaction investor Company's future Platform Operating situation and Telephone Individual 18 Apr. 2014 The Company Individual future development of the communication investor Company Operating situation and Telephone Individual 28 Apr. 2014 The Company Individual future development of the communication investor Company The Shenzhen Operating situation and Stock Exchange Individual 11 Jun. 2014 Other Individual future development of the Interaction investor Company Platform Operating situation and Telephone Individual 23 Jun. 2014 The Company Individual future development of the communication investor Company The Interaction Storage progress of the Easy Platform of Individual 1 Jul. 2014 Other Individual Company’s single-cylinder Shenzhen Stock investor engine base Exchange The Interaction The Company’s Easy Platform of Individual 10 Jul. 2014 Other Individual equity-holdings in other Shenzhen Stock investor companies Exchange The Interaction Particulars about Individual 11 Jul. 2014 Easy Platform of Other Individual wholly-funded subsidiary investor Shenzhen Stock Housheng Investment 6 Report for the Third Quarter of 2014 of Changchai Company, Limited Exchange The Interaction Easy Platform of Individual 11 Aug. 2014 Other Individual Future development plan Shenzhen Stock investor Exchange The Interaction Easy Platform of Individual 13 Aug. 2014 Other Individual Future development plan Shenzhen Stock investor Exchange The Interaction Easy Platform of Individual 15 Aug. 2014 Other Individual Operating status Shenzhen Stock investor Exchange Influence of the reform of the State-owned Assets The Interaction Supervision and Easy Platform of Individual 24 Aug. 2014 Other Individual Administration Shenzhen Stock investor Commission of Jiangsu Exchange Provincial Government on the Company The Interaction Easy Platform of Individual Human resources of the 9 Sept. 2014 Other Individual Shenzhen Stock investor Company Exchange VIII. Influence of the newly promulgated or amended accounting standards on our consolidated financial statements √ Applicable □ Inapplicable According to the amended, the other comprehensive incomes and the foreign-currency statement translation differences formerly recorded under the capital reserve were restated under the “other comprehensive incomes” item. And the year-beginning data were restated adopting the retrospective adjustment method, with details as follows: 31 Dec. 2013 Capital reserve(+/-) Other comprehensive Foreign-currency incomes(+/-) statement translation difference(+/-) -277,847,575.00 277,780,844.33 66,730.67 7