2013 Annual Report of Changchai Company, Limited CHANGCHAI COMPANY, LIMITED 2014 ANNUAL REPORT April 2015 1 2014 Annual Report of Changchai Company, Limited Section I. Important Reminders, Catalogue & Explanation 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 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. The Company’s profit distribution preplan upon review and approval of this board session: Based on the total 561,374,326 shares of the Company, a cash dividend of RMB 0.20 (tax included) will be distributed for every 10 shares held by shareholders. No bonus shares will be granted and no capital reserve will be turned into share capital. 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 Report enclosed in this report is factual, accurate and complete. The future plans and some other forward-looking statements involved in this report shall not be considered as virtual promises of the Company to investors. And investors are kindly reminded to pay attention to possible risks. This report is prepared in both Chinese and English. Should there be any understanding discrepancy between the two versions, the Chinese version shall prevail. 2 2014 Annual Report of Changchai Company, Limited Catalogue Section I. Important Reminders, Catalogue & Explanation.................................................................2 Section II. Company Profile.................................................................................................................5 Section III. Accounting & Financial Indicator Highlights...................................................................7 Section IV. Report of the Board of Directors.......................................................................................9 Section V. Significant Events.............................................................................................................27 Section VI. Change in Share Capital and Particulars about Shareholders.........................................31 Section IX. Corporate Governance ....................................................................................................43 Section XI. Financial Report..............................................................................................................50 Section XII. Documents Available For Reference ...........................................................................150 3 2014 Annual Report of Changchai Company, Limited Explanation Term Refers to Contents Company, the Company, Changchai Refers to Changchai Company, Limited Changchai Benniu Refers to Chuangzhou Changchai Benniu Diesel Engine Fittings Co., Ltd. Changchai Wanzhou Refers to Changchai Wanzhou Diesel Engine Co., Ltd Housheng Investment Refers to Changzhou Housheng Investment Co., Ltd. Housheng Agricultural Equipment Refers to Changzhou Changchai Housheng Agricultural Equipment Co., Ltd. Yuan, Ten thousand Yuan Refers to RMB Yuan, RMB Ten thousand Reporting period Refers to 1 Jan. 2014-31 Dec. 2014 4 2014 Annual Report of Changchai Company, Limited Section II. Company Profile I. Company information Stock abbreviation SCCA, SCCB Stock code 000570, 200570 Stock exchange listed with Shenzhen Stock Exchange Chinese name of the Company 常柴股份有限公司 Abbr. of the Chinese name of the Company 苏常柴 English name of the Company (if any) CHANGCHAI COMPANY,LIMITED Abbr. of the English name of the Company (if any) CHANGCHAI CO.,LTD. Legal representative of the Company Xue Guojun Registered address 123 Huaide Middle Road, Changzhou, Jiangsu, China Postal code for the registered address 213002 Office address 123 Huaide Middle Road, Changzhou, Jiangsu, China Postal code for the office address 213002 Internet website of the Company http://www.changchai.com.cn Email address cctqm@public.cz.js.cn II. Contact us Company Secretary Securities Affairs Representative Name Shi Jianchun He Jianjiang 123 Huaide Middle Road, Changzhou, 123 Huaide Middle Road, Changzhou, Contact address Jiangsu, China Jiangsu, China Tel. (86)519-86610041 (86)519-68683155 Fax (86)519-86630954 (86)519-86630954 E-mail ccsjc@changchai.com cchjj@changchai.com III. About information disclosure and where this report is placed Newspapers designated by the Company for Securities Times, Ta Kung Pao (HK) information disclosure Internet website designated by CSRC for disclosing http://www.cninfo.com.cn this report Where this report is placed BOD Secretariat 5 2014 Annual Report of Changchai Company, Limited IV. Change of the registered information Registration code of Registration date Registration place Business license No. Organizational code taxation Changzhou Municipal Initial registration 5 May 1994 Administration 13715586-3 320400137155863 13479241-0 Bureau for Industry and Commence Changzhou Municipal At the end of the 8 Mar. 2010 Administration 320400000004012 320400137155863 13479241-0 reporting period Bureau for Industry and Commence Changes of the main business since listing Unchanged (if any) Changes of the controlling shareholder (if Unchanged any) V. Other information The CPAs firm hired by the Company: Name Jiangsu Gongzheng Tianye Certified Public Accountants LLP Office address 10/F, Yingtong Commerce Building, Changzhou, Jiangsu, China Signing accountants Wang Wenkai, He Taifeng Sponsor engaged by the Company to conduct sustained supervision during the reporting period □ Applicable √ Inapplicable Financial consultant engaged by the Company to conduct sustained supervision during the reporting period □ Applicable √ Inapplicable 6 2014 Annual Report of Changchai Company, Limited Section III. Accounting & Financial Indicator Highlights I. Major 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 Increase or decrease of 2014 2013 this year over last year 2012 (%) Operating revenues (RMB Yuan) 2,489,792,063.33 2,927,593,052.78 -14.95% 2,955,536,089.13 Net profit attributable to shareholders of the Company 64,202,144.29 75,712,361.04 -15.20% 55,434,031.99 (RMB Yuan) Net profit attributable to shareholders of the Company after 58,685,034.57 71,950,142.51 -18.44% 37,838,390.21 extraordinary gains and losses (RMB Yuan) Net cash flows from operating -51,507,355.52 31,406,848.48 -264.00% 305,344,709.73 activities (RMB Yuan) Basic EPS (RMB Yuan/share) 0.11 0.13 -15.38% 0.10 Diluted EPS (RMB Yuan/share) 0.11 0.13 -15.38% 0.10 Weighted average ROE (%) 3.28% 4.14% -0.86% 3.05% Increase or decrease of As at 31 Dec. 2014 As at 31 Dec. 2013 this year-end than last As at 31 Dec. 2012 year-end (%) Total assets (RMB Yuan) 3,166,783,758.18 3,082,340,149.65 2.74% 3,181,303,850.46 Net assets attributable to shareholders of the Company 1,936,936,835.27 1,809,577,062.45 7.04% 1,845,193,200.65 (RMB Yuan) II. Differences between accounting data under domestic and overseas accounting standards 1. Differences of net profit and net assets disclosed in financial reports prepared under international and Chinese accounting standards □ Applicable √ Inapplicable No such cases in the reporting period. 7 2014 Annual Report of Changchai Company, Limited 2. Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting standards □ Applicable √ Inapplicable No such cases in the reporting period. III. Items and amounts of extraordinary gains and losses √ Applicable □ Inapplicable Unit: RMB Yuan Item 2014 2013 2012 Note Gains/losses on the disposal of non-current assets (including the offset part of the asset impairment 118,901.99 568,054.78 2,678,463.82 provisions) Government grants recognized in the current period, except for those acquired in the ordinary course of 10,344,073.62 2,022,736.01 6,916,993.51 business or granted at certain quotas or amounts according to the government’s unified standards Capital occupation charges on non-financial enterprises 1,505,666.68 2,224,950.00 1,600,000.00 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 as investment income from disposal of tradable 572,812.70 439,841.66 344,219.63 financial assets and tradable financial liabilities and financial assets available for sales except for effective hedging related with normal businesses of the Company Impairment provision reversal of accounts receivable 1,879,038.74 2,000,000.00 on which the impairment test is carried out separately Non-operating income and expense other than the -6,029,012.72 -1,918,603.81 7,464,322.36 above Less: Income tax effects 995,341.14 1,236,496.89 3,372,131.87 Minority interests effects (after tax) -8.59 217,301.96 36,225.67 Total 5,517,109.72 3,762,218.53 17,595,641.78 -- 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 in the reporting period. 8 2014 Annual Report of Changchai Company, Limited Section IV. Report of the Board of Directors I. Overview For 2014, we sold 956,100 units of various engines and generator sets, including 820,800 units of single-cylinder engines, 125,100 units of multi-cylinder engines and 10,200 units of generator sets. Meanwhile, we exported 113,000 units of engines and generator sets by ourselves, generating an export income of USD 45.07 million. We achieved a sales income of RMB 2.489 billion, down 14.95% from last year; and net profits attributable to shareholders of the Company of RMB 64.2021 million, down15.20% on the year-on-year basis. Judging from the development trends in the industry, due to the government’s new policy for vehicle emission as well as the changes in the means and focuses of agricultural machinery subsidies, the macro-economic entered a gear-shifting period of growth for transformation and upgrading. In the reporting period, the whole agricultural machinery and combustion engine markets continued to decline. Under such a circumstance, we managed to achieve a business performance better than the average in the industry. Despite a YoY decrease in both the production and sales volumes of single-cylinder engines, we were still No. 1 in the industry in this respect. The multi-cylinder diesel engines for automobile also saw a drop, but those for agricultural and non-road machinery were stable. In terms of the sale of single-cylinder diesel engines, we enhanced marketing and marketing innovation, constantly optimized the product sales and market structures, and focused on the markets regarding governmental subsidy projects and the market share of our main engine plants. We also adopted flexible measures to effectively enlarge the market shares of our new products, enhanced the marketing and supporting work for key products, beefed up marketing of new products, generator sets and pumping units, and enhanced marketing of high-horsepower single-cylinder engines in the circulating and engine supporting sectors. Concerning the sale of multi-cylinder diesel engines, we stabilized the current engine supporting system first, and then effectively enlarged the market share of our multi-cylinder engines in the non-road machinery sector through accelerating the development of our light-weight engines in sectors such as tug boats, mechanical units, ships, small-scaled engineering machinery, etc. and providing more competitive products. In sale of fittings, we kept integrating our service resources, continuously optimized the reserve of fittings for market services and enhanced marketing. We also proactively pushed forward brand store building, perfected the spare part supply system, and improved the end market service capability and the coordination capability in marketing and market expansion. As for export, we strengthened promotion of our new products in traditional markets such as Southeast Asia and Africa, and beefed up exploration of new markets and customers. As a result, we successfully entered new markets such as Columbia, the Philippines and Vietnam, and expanded markets such as Middle East and Africa. We launched more competitive products to the market, which were more needed by the market. We also expanded export of components, etc. to create new growth space for export profits. At the same time, considering a highly centralized export network, we made stricter rules, standardized work processes, prevented market risks and worked harder on the inflow of funds, which made sure the quality and quantity of our export. In general, despite certain drops in our sales volume and income, our gross profit rate improved from the year earlier due to stable raw and auxiliary material prices as well as effective cost reduction. 9 2014 Annual Report of Changchai Company, Limited II. Main business analysis 1. Overview During the reporting period, the Company was mainly engaged in manufacture and sale of single-cylinder and multi-cylinder diesel engines, power generation sets, etc. The composition and sources of profit did not differ greatly from last year. Amount in 2014 (RMB Amount in 2013 (RMB Item YoY +/-% Yuan) Yuan) Operating revenues 2,489,792,063.33 2,927,593,052.78 -14.95% Operating costs 2,157,062,245.66 2,530,625,259.11 -14.76% Sales expenses 92,235,311.13 122,731,331.97 -24.85% Administrative expenses 146,002,446.70 165,237,477.97 -11.64% Financial expenses -10,932,468.28 -12,404,044.54 —— R&D expenses 90,058,586.14 127,377,520.56 -29.30% Net cash flows from operating -51,507,355.52 31,406,848.48 —— activities Overview of the reporting period progress of development strategies and business plans disclosed in previous periods: In 2014, the Company developed in an orderly manner according to its overall strategic planning. Despite drops in our sales volume and income due to the impact from development trends in the industry, we managed to carry out a good cost control. State the reasons why the Company’s actual business performance is 20% lower or higher than the earning forecast for the reporting period which has been publicly disclosed earlier: □ Applicable √ Inapplicable Changes in the main operational model □ Applicable √ Inapplicable 2. Revenues Notes: In the reporting period, the overall operation was good, our production and sales volume and sales revenue decreased from last year, and our market share remained at a leading position in the industry. Are the Company’s goods selling revenue higher than the service revenue? √ Yes □ No Industry Items 2014 2013 YoY +/- (%) Diesel engines Sales volume 956,116 1,163,039 -17.99 Output 952,186 1,175,838 -19.02 10 2014 Annual Report of Changchai Company, Limited Stock 100,475 108,172 -7.12 Reasons for any over-30% YoY movement of the data above: □ Applicable √ Inapplicable Major orders held: □ Applicable √ Inapplicable Significant change or adjustment of the Company’s products or services during the reporting period: □ Applicable √ Inapplicable Major customers: Information about the top 5 customers: √ Applicable □ Inapplicable Serial No. Name of customer Sales (RMB Yuan) Proportion in annual total sales (%) 1 Customer 1 256,491,757.13 10.30% 2 Customer 2 146,321,417.85 5.88% 3 Customer 3 138,367,122.06 5.56% 4 Customer 4 106,647,991.66 4.28% 5 Customer 5 97,248,934.61 3.91% Total -- 745,077,223.31 29.93% Other information about the major customers √ Applicable □ Inapplicable The top 5 customers are not related parties of the Company. None of the Company’s directors, supervisors, senior executives, core technicians, and shareholders with a stake over 5%, actual controller or other related parties holds any equity interests in the top 5 customers directly or indirectly. 3. Costs Classified by industry: Unit: RMB Yuan 2014 2013 Proportion in Proportion Industry Item YoY +/- (%) Amount operating Amount in operating costs (%) costs (%) Internal combustion engine Raw materials 1,825,581,911.47 84.63% 2,126,484,405.23 84.03% 0.6% Internal combustion engine Labor cost 189,024,754.33 8.76% 252,102,133.45 9.96% -1.2% Internal combustion engine Depreciation 72,536,387.35 3.36% 70,152,635.18 2.77% 0.59% Internal combustion engine Energy 34,919,192.51 1.62% 39,243,866.61 1.55% 0.07% Classified by product: Unit: RMB Yuan 11 2014 Annual Report of Changchai Company, Limited 2014 2013 Proportion in Proportion in Product Item YoY +/- (%) Amount operating costs Amount operating costs (%) (%) Diesel engines Raw materials 1,825,581,911.47 84.63% 2,126,484,405.23 84.03% 0.6% Diesel engines Labor cost 189,024,754.33 8.76% 252,102,133.45 9.96% -1.2% Diesel engines Depreciation 72,536,387.35 3.36% 70,152,635.18 2.77% 0.59% Diesel engines Energy 34,919,192.51 1.62% 39,243,866.61 1.55% 0.07% Notes Major suppliers: Information about the top 5 suppliers: √ Applicable □ Inapplicable Procurement amount (RMB Proportion in annual total procurement Serial No. Name of supplier Yuan) amount (%) 1 Customer 1 68,231,134.11 4.37% 2 Customer 2 36,288,224.85 2.33% 3 Customer 3 35,143,332.74 2.25% 4 Customer 4 28,574,550.23 1.83% 5 Customer 5 27,758,908.62 1.78% Total -- 195,996,150.56 12.56% Other information about the major suppliers √ Applicable □ Inapplicable The top 5 suppliers are not related parties of the Company. None of the Company’s directors, supervisors, senior executives, core technicians, and shareholders with a stake over 5%, actual controller or other related parties holds any equity interests in the top 5 suppliers directly or indirectly. 4. Expense Amount in 2014 Amount in 2013 Items YoY +/- (%) (RMB Yuan) (RMB Yuan) Administrative expenses 146,002,446.70 165,237,477.97 -11.64% Sales expenses 92,235,311.13 122,731,331.97 -24.85% Financial expenses -10,932,468.28 -12,404,044.54 —— Income tax 19,587,550.64 23,190,324.77 -15.54% 5. R&D expenses In the reporting period, the R&D expenses of the Company stood at RMB 90,058,586.14, accounting for 4.65% of 12 2014 Annual Report of Changchai Company, Limited the closing net assets and 3.62% of the operating revenues. 6. Cash flows Unit: RMB Yuan Item 2014 2013 YoY +/- (%) Subtotal of cash inflows from operating activities 2,736,023,892.55 3,317,498,067.68 -17.53% Subtotal of cash outflows from operating activities 2,787,531,248.07 3,286,091,219.20 -15.17% Net cash flows from operating activities -51,507,355.52 31,406,848.48 —— Subtotal of cash inflows from investing activities 11,488,203.39 16,605,996.66 -30.82% Subtotal of cash outflows from investing activities 85,211,666.98 67,808,515.95 25.67% Net cash flows from investing activities -73,723,463.59 -51,202,519.29 —— Subtotal of cash inflows from financing activities 20,280,600.00 60,250,000.00 -66.34% Subtotal of cash outflows from financing activities 41,194,562.05 66,514,667.28 -38.07% Net cash flows from financing activities -20,913,962.05 -6,264,667.28 —— Reasons for any over-30% YoY movement of the data above: √ Applicable □ Inapplicable Reasons for a big difference between the operating cash flows and the net profit: □ Applicable √ Inapplicable III. Breakdown of main business Unit: RMB Yuan Increase/decrease Increase/decrea Increase/decrease Operating Gross profit of operating se of operating of gross profit Operating costs revenues rate (%) revenues over last costs over last rate over last year year (%) year (%) (%) Classified by industry Internal combustion 2,461,692,196.75 2,141,415,126.02 13.01% -14.98% -14.71% -0.27% engine Classified by product Diesel engines 2,461,692,196.75 2,141,415,126.02 13.01% -14.98% -14.71% -0.27% Classified by region Domestic 2,180,086,698.19 1,866,399,196.13 14.39% -16.60% -16.56% -0.04% Overseas 281,605,498.56 275,015,929.89 2.34% 0.16% 0.43% -0.26% List of the data statistics caliber of the main business of the Company which under the adjustment during the reporting period and the main business data after the adjustment according to the caliber at the period-end of the recent 1 year of the Company □ Applicable √ Inapplicable 13 2014 Annual Report of Changchai Company, Limited IV. Asset and liability analysis 1. Major changes of asset items Unit: RMB Yuan As at 31 Dec. 2014 As at 31 Dec. 2013 Proportion Explain any major Proportion in Proportion in Amount Amount change change total assets total assets Monetary funds 531,969,747.91 16.80% 688,297,469.30 22.33% -5.53% Accounts receivable 374,335,355.22 11.82% 317,295,375.34 10.29% 1.53% Inventories 497,588,717.86 15.71% 473,238,876.29 15.35% 0.36% Investing real estate 59,489,370.83 1.88% 61,697,711.63 2.00% -0.12% Long-term equity 20,459,975.99 0.65% 19,548,325.73 0.63% 0.02% investment Fixed assets 572,785,946.61 18.09% 619,468,246.18 20.10% -2.01% Construction in process 134,948,317.87 4.26% 78,207,347.80 2.54% 1.72% 2. Major changes of liability items Unit: RMB Yuan 2014 2013 Proportion Explain any major Proportion in Proportion in Amount Amount change change total assets total assets Short-term borrowings 20,000,000.00 0.63% 30,000,000.00 0.97% -0.34% Long-term borrowings 0.00 0.00 3. Assets and liabilities measured at fair value √ Applicable □ Inapplicable Unit: RMB Yuan Gain/loss on Cumulative fair Impairment Purchased fair value Sold amount in Opening value change provisions in amount in the Closing Item change in the the reporting amount recorded into the reporting reporting amount reporting period equity period period period Financial asset 1. Financial assets measured by fair value 109,642.19 2,000,000.00 2,109,642.19 with its changes 14 2014 Annual Report of Changchai Company, Limited included in the current gains and losses (excluding the derivative financial assets) 3. Available-for-sale 368,754,0 349,159,175.00 452,650,000.00 financial assets 00.00 Subtotal of financial 368,754,0 109,642.19 349,159,175.00 2,000,000.00 454,759,642.19 assets 00.00 368,754,0 Total of the above 109,642.19 349,159,175.00 2,000,000.00 454,759,642.19 00.00 Financial liabilities 0.00 0.00 Did any significant change occur to the attribute of the Company’s main asset measurement during the reporting period? □Yes √No Notes of the reasons of the significant changes of the Company’s main asset measurement and the influences on the operation results and the financial conditions during the reporting period 4. List of the main overseas assets □ Applicable √ Inapplicable V. Core competitiveness analysis 1. Brand advantage Incorporated in 1913, the Company has a history over 100 years, with its diesel engines well received both at home and abroad. The trademark of “Changchai” was the first among the production goods in the country to be recognized as a “Famous Trademark of China”. In 2005, the single-cylinder diesel engines of the Company were among the first to be titled as “Brandname Products of China”. In 2013, reviewed and approved by AQSIQ, and the Company produced for export had gained the qualification of exemption. For decades, the Company developed in a sound manner and cultivated the “Changchai” brand, a famous small diesel engine brand of China with independent intellectual property rights 2. Product advantage Currently, the Company is mainly engaged in small power single-cylinder and multi-cylinder diesel engines. It has a complete product range, a wide power level coverage, a high reputation and intellectual property rights for its main products. It owns a state-level technical center, a post doctoral scientific research station and Jiangsu Small-and Medium-Power Internal Combustion Engine Engineering Research Center. Quite a few of its multi-cylinder diesel engines have passed the European Union EC certification and the America EPA certification. Besides, it has the capability to develop and put into pass production products meeting the national emission standard III and IV. 3. Sales network advantage 15 2014 Annual Report of Changchai Company, Limited The Company has built up a sales service network covering the whole country. With 11 marketing units, 31 sales service centers, over 400 service locations and 600 cooperation maintenance stations, the service network covering the major cities and the countryside, the Company is able to provide quality, efficient and timely services for its customers. VI. Investment analysis 1. Investments in equities of external parties (1) Investments in external parties √ Applicable □ Inapplicable Investments in external parties Investment amount in the reporting Investment amount in the same +/- period (RMB Yuan) period of last year (RMB Yuan) 27,550,000.00 4,950,000.00 456.57% Particulars about investees Proportion of the Company’s Name of investee Main business investment in the investee’s total equity interests Changzhou Changchai Benniu Production and sales of the diesel 100.00% Diesel Engine Fittings Co., Ltd. engine parts Production and sales of the Changzhou Changchai Housheng agricultural machinery such as rice 95.00% Agricultural Equipment Co., Ltd. transplanters (2) Equity-holdings in financial enterprises √ Applicable □ Inapplicable Gain/loss Initial Opening Closing Closing in the Opening Closing Enterprise Enterprise investment equity-hol equity-hol book value reporting Accountin Equity equity-hol equity-hol name variety cost (RMB dings dings (RMB period g title source ding ratio ding ratio Yuan) (share) (share) Yuan) (RMB Yuan) Bank of Long-term Commerci 38,000,000 38,000,000 Promoter’s Jiangsu 38,000,000 38,000,000 0.00 equity al bank .00 .00 shares Co., Ltd. investment (3) Securities investments □ Applicable √ Inapplicable 16 2014 Annual Report of Changchai Company, Limited There was no any security investment of the Company during the reporting period. (4) Explanation about shareholdings in other listed companies √ Applicable □ Inapplicable At the end of the reporting period, the Company held 72.25 million “Foton Motor” shares measured as available-for-sale financial assets and 50,000 “Ninghu Expressway” shares measured as a long-term equity investment. 2. Wealth management entrustment, derivative investments and entrustment loans (1) Wealth management entrustment □ Applicable √ Inapplicable The Company did not make any wealth management entrustment in the reporting period. (2) Derivative investment □ Applicable √ Inapplicable The Company did not carry out any derivative investment in the reporting period. (3) Entrustment loans □ Applicable √ Inapplicable There were no entrustment loans in the reporting period. 3. Use of raised funds □ Applicable √ Inapplicable There was no any use of raised funds in the reporting period. 4. Analysis to main subsidiaries and stock-participating companies √ Applicable □ Inapplicable Main subsidiaries and stock-participating companies: Unit: RMB Yuan Main Company Company Registered Operating Operating Industry products/ser Total assets Net assets Net profit name variety capital revenues profit vices Machinery Production Changchai 55063000.0 167,245,42 108,117,66 172,328,06 -2,201,984. -2,674,723. Subsidiary manufactur of diesel Benniu 0 8.80 3.55 0.50 33 81 e engine 17 2014 Annual Report of Changchai Company, Limited fittings Machinery Assembly Changchai 85000000.0 142,660,77 107,013,84 100,257,12 4,538,651.8 3,803,869.5 Subsidiary manufactur of diesel Wanzhou 0 0.47 3.81 3.26 9 1 e engines External investment Housheng Financial 30000000.0 33,616,961. 32,871,663. 1,280,667.9 Subsidiary and 199,000.00 977,910.64 Investment services 0 35 92 0 consulting service Agricultural machinery Housheng Machinery product of 10000000.0 10,254,946. 7,781,223.7 1,748,141.6 -2,326,026. -2,215,122. Agricultural Subsidiary manufactur rice 0 72 0 0 01 10 Equipment e transplanter etc. Changzhou Changchai Machinery Assembly Fuji Robin Shareholding USD 99,075,624. 59,255,495. 223,014,82 5,884,337.8 4,260,299.5 manufactur of gasoline Gasoline company 4500000.00 15 48 1.84 2 9 e engines Engine Co., Ltd. Notes of the main subsidiaries and stock-participating companies Subsidiaries acquired or disposed during the reporting period: √ Applicable □ Inapplicable Purpose of acquiring and Method of acquiring and Influences on the overall Name of the company disposing the subsidiaries of the disposing the subsidiaries of the production and performances reporting period reporting period The Company decided to written off owning to there was Changsheng Company Written off N/A no any effective operating activities developed. 5. Significant projects invested with non-raised funds □ Applicable √ Inapplicable No significant projects of investments with non-raised funds during the reporting period. VII. Predict the operating results of Jan.-Mar. 2015 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 18 2014 Annual Report of Changchai Company, Limited VIII. List of the entities with special purpose controlled by the Company □ Applicable √ Inapplicable IX. Outlook of the Company’s future development 1. Competition situation and development trends in the industry Recently, the agricultural machinery industry was in the new phase of medium and high speed growth transferred from high speed growth. Although the growth of the industry slowed down, the agricultural machinery level of our country was still in the middle stage development phase, with the market requirements were still strong and the policies bonus which took the purchasing subsidy policies as principal of the agricultural machinery were still continually being released as well as the renew requirements of the market volume more and more flourishing. Besides, when compared to the developed countries, the difference between the former and the domestic agricultural machinery was still obvious and the high-end products still had greatly market space. Thus, in the future ten years, it was the significant opportunity phase for our agricultural machinery industry to become larger and stronger. As for the new normalcy for the future ten years, the Company would focus on and take the quality improvement and technology progress as theme. The non-economy effects was enlarged such as the overall weakness recovery situation of the global economy which was difficult to have apparent change, the fluctuation of the international financial market enlarged, the undulation of the commodity prices and the geopolitics, with the domestic economy still faced with the twinge of the structure adjustment and the large economic downward pressure, as well as the labor cost improved greatly and the farmers had difficulty in increment, the environmental protection pressure increased that led the enterprises faced with new significant challenges 2. Development strategy of the Company: Bases on farm machinery, creates stronger momentum, and develops the fields and developing scientifically. The future vision is to inherit the rise of the classics and to lead the light-duty power. The existing products of the Company are mainly sold to the agricultural machinery field such as walking tractors, small four-wheel farm vehicles, medium-and-small-sized roller tractors, gardening tractors and combine-harvesters; the small-sized engineering machinery, the transportation machinery such as forklifts, third wheels and low speed vehicles; automobile industry such as light-duty trucks and pick-ups; the export market and the other fields such as power generation sets and water pumps, small-sized ships’ auxiliary engines. As for the wheel trailers, the Company only owned slight advantages on the shelves lower than 50 horsepower but higher than 30 horsepower. In the supporting field of the combine-harvester, although we caught the market opportunity, we had not formed our own stable brand in the field. In the terminal field, the Company recently realized the pitching-in of the production of the rice transplanters which was still in the exploration and trial sub stage. Currently, the Company is in lack of heavy-duty and light-duty trucks, the depth was not enough of the single, multi-cylinder machine product line of miniwatt below 25 horsepower and the variety was not abundant which was badly in need of upgrading, while the over-80-horsepower roller tractors and diesel engines for engineering and non-road vehicles was not only our weaknesses but also the emphasis of the further products planning and the direction of upgrading. The emphasis of the Company of 2015 is to focus on working on advantageous products, increasing the additional value of these products, reducing the quality cost, so thus to get the market share and gain the economic benefits. In terms of market structure adjustment, the Company will enhance expansion in the 19 2014 Annual Report of Changchai Company, Limited new market field and the segment markets and reform the mechanisms and the operating mode and should innovate the system as well as the marketing mode. 3. Operation Plan for the Year 2015: To Achieve a sale of 1.05 million units of diesel engine products, a sales income of RMB 2.8 billion and US$ 46 million in foreign exchange earnings on export. The above operation plan not represent the profit forecast of Y2015 by the listed companies and whether could be realized was depend on various factors on the changes of the market conditions and the effort level of the running team which with great uncertainty that the investors should pay special attention. 4. Possible risks and countermeasures: (1) Market risk With fierce competition, over-capacity of some products and the total available market of the single cylinder engine were in a decline tendency. Besides, the capital turnover was rather slow as well as the profitable ability of the enterprises faced with great pressure. Countermeasures: Firstly, to accelerate adjustment of the market structure, to adjust the marketing strategies, to expand the channels and to dig out potential requirements, to refine the internal management process and to constantly improve and enhance the team efficiency. Secondly, to make use of the leading position and brand advantages of the Company in the single-cylinder diesel engine market and expand the sales of air-cooled single-cylinder diesel engines and the high-power diesel engines. Thirdly, to lean to medium-and high-class multi-cylinder diesel engines in product development and vigorously develop high-power diesel engines with high added value for non-road vehicles. Fourthly, to update the service and management ideas, optimize the resources, improve its after-sales services and strictly control the expenses on maintenance, replacement and refunding. (2) Policy risk The macro-economic environment is complex and changeable, economic growth is slowing down and the policy on the diesel engine emissions is becoming stricter and stricter. As such, the market demands for some products of the Company will be affected to some extent. Countermeasures: The Company will pay close attention to the government’s economic macro-control policies and market developments. To promote the work such as the energy saving, weight reducing, Emission reducing and reliability improving, to pay attention on the study of the core technology and to strengthen the development power such as the ECU, combustion engineering and the after-treatment, to embrace the upgrading of the engine emission standards, to accelerate the forging of the new “Standard V” platform, and to execute the necessary products resources reserves in advance. X. Explanation of the Board of Directors and Board of Supervisors on Non-standard Auditing Report issued by the CPA firm for the reporting period □ Applicable √ Inapplicable XI. Explanation on changes of accounting policy, estimate and method compared to previous year’s financial report √ Applicable □ Inapplicable 20 2014 Annual Report of Changchai Company, Limited Alteration of the accounting polices led by executing the new ASBE At the year-begin of 2014, the Ministry of Finance issued No. 39 of ASBE—Fair Value Measurement, No. 30 of ASBE—Presentation of Financial Statements (revised in 2014), No. 9 of ASBE—Employee Compensation (revised in 2014), No. 33 of ASBE—Consolidation Financial Statement (revised in 2014). No. 40 of ASBE—Joint Venture Arrangement, No. 2 of ASBE—Long-term Investment (revised in 2014) and No. 41 of ASBE—Equity Disclosure of Other Entities which respectively by C-H [2014] No.6, No. 7, No. 8, No. 10, No. 11, No. 14 and No. 16 which be required to execute among the enterprises that applied the ASBE since 1 Jul. 2014 as well as encouraged the enterprises listed overseas to execute in advance. At the same time, the Ministry of Finance issued No. 37 of ASBE—Presentation of Financial Instruments (revised in 2014) as C-H [2014] No. 23 (hereinafter referred to Presentation Guidelines of Financial Instruments for short), which be required to present the financial instruments according to the requirements of the guidelines in Y2014 and the following period among the financial statement. The Company began to execute the above 7 new issued or revised enterprises principles except for the presentation guidelines of financial instruments since 1 Jul. 2014 and began to execute the presentation guidelines of financial instruments when compiling the 2014 financial report. The Company adjusted according to the relative requirements of each guideline, while the influences on the financial statement items during each term of the comparable period of the presentation as well as the amount were as follows: Content of the changed accounting Report items significantly policies 2013 2012 influenced According to No. 2 of ASBE-Long-term Long-term equity investment -45,200,000.00 -45,200,000.00 Equity Investment (revised in 2014) Available-for-sale financial 45,200,000.00 45,200,000.00 assets Other non-current liabilities -61,894,052.94 -62,558,726.56 According to No. 30 of Deferred income 61,894,052.94 62,558,726.56 ASBE-Presentation of Financial Capital reserve -277,847,575.00 -377,934,225.00 Statement (revised in 2014) Translation reserve 66,730.67 32,070.75 Other comprehensive income 277,780,844.33 377,902,154.25 XII. Explanation on retrospective restatement of significant accounting error correction during the reporting period □ Applicable √ Inapplicable There was no any retrospective restatement of significant accounting error correction of the Company during the reporting period. XIII. Explanation on changes of scopes of consolidated statement compared to previous year’s financial report √ Applicable □ Inapplicable There was one combined unit reduced of 2014 of the Company – Changsheng Company. Changsheng Company was the wholly owned subsidiary of the Company with the register capital of USD 0.2 million and had not efficiently develop the operating business since established. 21 2014 Annual Report of Changchai Company, Limited XIV. Profit allocation and dividend distribution Formulation, execution or adjustment of the Company’s profit distribution policy, especially the cash dividend policy, during the reporting period: √ Applicable □Inapplicable The Articles of Association had specified the specific profit allocation policy; the conditions, standards and ratios for cash dividends; and the decision-making procedure for formulating and revising the profit allocation policy. The revised article fully safeguards the opportunity of minority shareholders to play a role and express their opinions and requests. Cash dividend distribution of the Company for the recent three years is in compliance with its Articles of Association. Independent directors expressed their independent opinion during the decision-making procedure of the profit allocation plans, with opinions of minority shareholders being fully respected. The Company’s preplans for profit distribution and turning capital reserve into share capital for the reporting period were in compliance with relevant rules such as the Company’s Articles of Association. Special explanation of the cash dividend policy Whether conformed with the regulations of the Articles of association or the requirements of the resolutions of Yes the shareholders’ meeting: Whether the dividend standard and the proportion were definite and clear: Yes Whether the relevant decision-making process and the system were complete: Yes Whether the independent director acted dutifully and exerted the proper function: Yes Whether the medium and small shareholders had the chances to fully express their suggestions and appeals, of Yes which their legal interest had gained fully protection: Whether the conditions and the process met the regulations and was transparent of the adjustment or altered of Yes the cash dividend policy: The Company’s preplans or plans for profit distribution and turning capital reserve into share capital for the recent three years (including the reporting year): Plan for turning capital Year Profit allocation plan Execution reserve into share capital 2014 RMB 0.20 (tax included) for every 10 shares No To be submitted to the general meeting 2013 RMB 0.15 (tax included) for every 10 shares No Execution completed 2012 RMB 0.25 (tax included) for every 10 shares No Execution completed Cash dividend in the recent three years Unit: RMB Yuan Net profit belonging The ratio accounting The proportion The amount offered to shareholders of in net profit which offered and Amount of cash and re-purchased the the listed company belongs to re-purchased the Dividend year dividend (including shares by cash that in consolidated shareholders of the shares by cash that tax) included in the cash statement of listed company in included in the cash bonus dividend year consolidated bonus 22 2014 Annual Report of Changchai Company, Limited statement 2014 11,227,486.52 64,202,144.29 17.49% 0.00 0.00% 2013 8,420,614.89 75,712,361.04 11.12% 0.00 0.00% 2012 14,034,358.15 55,434,031.99 25.32% 0.00 0.00% Although the company obtains profits and the parent company’s undistributed profit is positive during the reporting period, no cash dividend distribution pre-plan is put forward. □Applicable √Inapplicable XV. Preplan for profit distribution and turning capital reserve into share capital in the reporting period √ Applicable □ Inapplicable Bonus to every 10 shares (shares) 0 Dividends to every 10 shares (shares) (tax included) 0.20 Equity base of the preplan for distribution (shares) 0 Total of cash bonus (RMB Yuan) (tax included) 561,374,326 Attributable profit ((RMB Yuan) 11,227,486.52 Proportion of cash bonus in the total of profit distribution (%) 503,957,842.86 Bonus to every 10 shares (shares) 100.00% Cash dividend policy: Other Specific explanation of preplan for profit distribution or preplan for turning capital reserve into share capital The preplan of the profit allocation reviewed and approved by the Board of Directors of the Company: Based on the total share capital on 31 Dec. 2014, the Company distributed a cash dividend of RMB 0.20 (tax included) to every 10 shares; no bonus and no capitalization of capital reserves will be conducted. XVI. Social Responsibility □Applicable √Inapplicable XVII. Particulars about researches, visits and interviews received in this reporting period √ Applicable □ Inapplicable Main discussion and Time of reception Place of reception Way of reception Visitor type Visitor materials provided by the Company The influences on the future http://irm.cninfo.co 7 Jan. 2014 Other Individual Individual investor of the Company of the m.cn/szse/ state-owned assets reform 23 2014 Annual Report of Changchai Company, Limited The operation situation and 18 Apr. 2014 The Company By phone Individual Individual investor the future development The operation situation and 28 Apr. 2014 The Company By phone Individual Individual investor the future development http://irm.cninfo.co The operation situation and 11 Jun. 2014 Other Individual Individual investor m.cn/szse/ the future development The operation situation and 23 Jun. 2014 The Company By phone Individual Individual investor the future development Purchasing and progress http://irm.cninfo.co process of the 1 Jul. 2014 Other Individual Individual investor m.cn/szse/ single-cylinder engine base of the Company List of the equities of other http://irm.cninfo.co 10 Jul. 2014 Other Individual Individual investor companies held by the m.cn/szse/ Company Relevant situation of the http://irm.cninfo.co wholly owned subsidiary 11 Jul. 2014 Other Individual Individual investor m.cn/szse/ Housheng Investment of the Company http://irm.cninfo.co Future development plan of 11 Aug. 2014 Other Individual Individual investor m.cn/szse/ the Company http://irm.cninfo.co Future development plan of 13 Aug. 2014 Other Individual Individual investor m.cn/szse/ the Company http://irm.cninfo.co Business situation of the 15 Aug. 2014 Other Individual Individual investor m.cn/szse/ Company Influences on the Company http://irm.cninfo.co 24 Aug. 2014 Other Individual Individual investor of the state-owned assets m.cn/szse/ reform in Jiangsu Shanghai Zexi Investment Management Co., Basic situation of the Ltd., Yueyang Company and the 25 Aug. 2014 The Company Field research Institution (Shanghai) state-owned assets reform Investment in Jiangsu etc. Development Co. Ltd. http://irm.cninfo.co List of the human resources 9 Sep. 2014 Other Individual Individual investor m.cn/szse/ of the Company http://irm.cninfo.co List of the Intelligent 11 Sep. 2014 Other Individual Individual investor m.cn/szse/ equipment of the Company 24 2014 Annual Report of Changchai Company, Limited Plan of the state-owned http://irm.cninfo.co 17 Sep. 2014 Other Individual Individual investor enterprise reform of the m.cn/szse/ Company http://irm.cninfo.co Shareholders number of the 18 Sep. 2014 Other Individual Individual investor m.cn/szse/ Company http://irm.cninfo.co Shareholders number of the 9 Oct. 2014 Other Individual Individual investor m.cn/szse/ Company http://irm.cninfo.co List of the products of the 10 Oct. 2014 Other Individual Individual investor m.cn/szse/ Company Know of the list of the http://irm.cninfo.co 11 Oct. 2014 Other Individual Individual investor research of other m.cn/szse/ institutions Relevant situation of the http://irm.cninfo.co 22 Oct. 2014 Other Individual Individual investor state-owned enterprise m.cn/szse/ reform List of the state-owned http://irm.cninfo.co 22 Oct. 2014 Other Individual Individual investor enterprise reform in m.cn/szse/ Changzhou http://irm.cninfo.co Development plan of the 29 Oct. 2014 Other Individual Individual investor m.cn/szse/ new products Whether the major http://irm.cninfo.co 29 Oct. 2014 Other Individual Individual investor shareholders had capital m.cn/szse/ injection plan http://irm.cninfo.co List of the resignation of 6 Nov. 2014 Other Individual Individual investor m.cn/szse/ the Independent Directors http://irm.cninfo.co Future development plan of 7 Nov. 2014 Other Individual Individual investor m.cn/szse/ the Company http://irm.cninfo.co Plan of the products of the 7 Nov. 2014 Other Individual Individual investor m.cn/szse/ Company http://irm.cninfo.co List of the state-owned 10 Nov. 2014 Other Individual Individual investor m.cn/szse/ assets reform http://irm.cninfo.co List of the position holding 11 Nov. 2014 Other Individual Individual investor m.cn/szse/ of the private equity firms Influences on the http://irm.cninfo.co 13 Nov. 2014 Other Individual Individual investor agricultural modernization m.cn/szse/ of the Company http://irm.cninfo.co Stocks price movements of 14 Nov. 2014 Other Individual Individual investor m.cn/szse/ the Company 14 Nov. 2014 日 http://irm.cninfo.co Other Individual Individual investor List of the Company took 25 2014 Annual Report of Changchai Company, Limited m.cn/szse/ part in the agricultural machinery exhibition http://irm.cninfo.co Plan of the future products 14 Nov. 2014 Other Individual Individual investor m.cn/szse/ of the Company http://irm.cninfo.co List of the B Share of the 14 Nov. 2014 Other Individual Individual investor m.cn/szse/ Company http://irm.cninfo.co List of the supporting usage 18 Nov. 2014 Other Individual Individual investor m.cn/szse/ of the products http://irm.cninfo.co List of the state-owned 23 Nov. 2014 Other Individual Individual investor m.cn/szse/ assets reform http://irm.cninfo.co Stocks price movements of 11 Dec. 2014 Other Individual Individual investor m.cn/szse/ the Company http://irm.cninfo.co List of the products of the 12 Dec. 2014 Other Individual Individual investor m.cn/szse/ Company http://irm.cninfo.co Stocks price movements of 12 Dec. 2014 Other Individual Individual investor m.cn/szse/ the Company http://irm.cninfo.co List of the products of the 15 Dec. 2014 Other Individual Individual investor m.cn/szse/ Company Plan of the agricultural http://irm.cninfo.co 15 Dec. 2014 Other Individual Individual investor machinery financing m.cn/szse/ business http://irm.cninfo.co List of the shareholders 15 Dec. 2014 Other Individual Individual investor m.cn/szse/ number of the Company http://irm.cninfo.co List of the shareholders 26 Dec. 2014 Other Individual Individual investor m.cn/szse/ number of the Company http://irm.cninfo.co List of the shareholders 27 Dec. 2014 Other Individual Individual investor m.cn/szse/ number of the Company Problems such as the http://irm.cninfo.co technology path of the 30 Dec. 2014 Other Individual Individual investor m.cn/szse/ future products of the Company Reception times 45 Number of reception institutions 1 Number of reception person 44 Number of receipting other targets 0 Whether disclose, reveal or let out unpublished significant information No 26 2014 Annual Report of Changchai Company, Limited Section V. Significant Events I. Significant litigations and arbitrations √Applicable □ Inapplicable Amount Execution Forming the Progress of Trial result and Basic situation of involved in situation on the estimated the influence of the Disclosure Disclosure the litigation the litigation judgment of the liabilities or litigation litigation date index (arbitration) (arbitration) litigation not? (arbitration) (arbitration) (RMB 0’000) (arbitration) About the lawsuit case of Shandong Hongli Group Co., Ltd., the accused company owed accumulatively RMB 14.36 million to the Under the Company. The compulsory Company sued to Judged for execution by the Changzhou 1,436 No the second court and in the Intermediate trial process of People’s Court in liquidation and 2001 and sued for bankruptcy compulsory execution in April, 2002. Currently, the defendant has started the bankruptcy procedure. About the lawsuit Had case of Beijing mediated. Baic Changsheng Up the end http//www.cn Automobile Co., of the info.com.cn. Under Ltd., the accused reporting Announceme 806.36 No compulsory 30 Aug. 2013 company owed period, Baic nt No.: execution accumulatively Changsheng 2013-015, RMB 8.0636 had paid 019 million to the RMB 4.5 Company. million to 27 2014 Annual Report of Changchai Company, Limited According to the the paper of civil Company. mediation issued by the people's court of Beijing Shunyi on 31 Oct. 2013, the Company will amortize the arrears of RMB 8.0636 million. If Baic Changsheng failed to execute the reconciliation agreement on time, the Company should applied for the compulsory execution of the whole unpaid accounts at one time and the Baic Changsheng should pay for the otherwise liquidated damages of RMB 40,000 and the interests of the overdue payment. II. Asset transactions 1. Acquisition of assets √Applicable □ Inapplicable Ratio of Relationsh Influences the net Whethe ip with the Counter Being Transactio on the profits r was counterpar party or purchased n price Influences on the gains and Disclosure Process contributed the ty (suitable Disclosure ultimate or (RMB Ten operation of the losses of date (Notes 2) by the related for the index control imbedded Thousand Company (Notes 3) the (Notes 5) listed transact related party assets Yuan) Company companies ion transaction (Notes 4) of the s) 28 2014 Annual Report of Changchai Company, Limited assets to the total amount of the net profits In view of the Changben Company was the important parts production base and the new products parts development base of the Company, and at the same time for straightening out the relationship and further enhancing the products quality 15.34% of the Changben Had Qiang equity of Company, as well 4 Jun. 2,260 completed No 2014-011 Jinlong Changben as strengthen the 2014 transfer Company main business of the diesel engine of the Company, the Company and the subordinate wholly owned subsidiary, Changzhou Housheng Investment Co., Ltd. purchased15.34% equity of Changben Company which held by Qiangjinlong by self-owned funds. 2. Sales of assets □ Applicable √ Inapplicable There was no sale of assets during the reporting period. 29 2014 Annual Report of Changchai Company, Limited 3. Business combination □ Applicable √ Inapplicable There was no business combination during the reporting period. III. Particulars about engagement and disengagement of CPAs firm CPAs firm engaged at present Jiangsu Gongzheng Tianye Certified Public Name of domestic CPAs firm Accountants Company Limited (LLP) Remuneration of domestic CPAs firm (RMB 0’000) 70 Consecutive years of the audit services provided by domestic CPAs firm 13 Name of the certified public accountants from the domestic CPAs firm Wang Wenkai, He Taifeng Reengage the CPAs firm at current period or not? □ Yes √ No Particulars on engaging the audit firm for the internal control, financial adviser or sponsor √ Applicable □ Inapplicable The Company engaged Jiangsu Gongzheng Tianye Certified Public Accountants Company Limited (LLP) as the audit firm for the internal control for the year with the auditing fee of RMB 150,000. IV. Explanation of the Board of Supervisors and Independent Directors (If Applicable) on “Non-standard Auditing Report” Issued by the CPA Firm □ Applicable √ Inapplicable 30 2014 Annual Report of Changchai Company, Limited Section VI. Change in Share Capital and Particulars about Shareholders I. Particulars about the changes in share capital 1. Changes in share capital Unit: Share Before the change Increase/decrease (+, -) After the change Issuance Capitalizatio Proportion Bonus Proportio Amount of new n of public Others Subtotal Amount (%) shares n (%) shares reserve fund I. Shares subject to 0 0% 0 0% moratorium 1. Shares held by the State 0 0% 0 0% 2. Shares held by 0 0% 0 0% state-owned corporation 3. Other shares held by 0 0% 0 0% domestic investors Including: shares held by domestic non-state-owned 0 0% 0 0% corporation Shares held by domestic 0 0% 0 0% natural person 4. Shares held by foreign 0 0% 0 0% investors Including: shares held by 0 0% 0 0% foreign corporation Shares held by foreign 0 0% 0 0% natural person 5. Shares held by senior 0 0% 0 0% executives II. Shares not subject to 561,374,32 561,374,3 100% 100% trading moratorium 6 26 411,374,32 411,374,3 1. RMB ordinary shares 73.28% 73.28% 6 26 2. Domestically listed 150,000,00 26.72% 150,000,0 26.72% 31 2014 Annual Report of Changchai Company, Limited foreign shares 0 00 3. Overseas listed foreign 0 0% 0 0% shares 4. Others 0 0% 0 0% 561,374,32 561,374,3 III. Total shares 100% 100% 6 26 Reason for the changes in share capital □ Applicable √ Inapplicable Approval for changes in share capital □ Applicable √ Inapplicable Transfer for changes in share capital □ Applicable √ Inapplicable Effects of changes in share capital on the basic EPS, diluted EPS, net assets per share attributable to common shareholders of the Company and other financial indexes over the last year and last period □ Applicable √ Inapplicable Other contents that the Company considers necessary or required by the securities regulatory authorities to disclose □ Applicable √ Inapplicable 2. Changes in restricted shares □ Applicable √ Inapplicable II. Issuance and listing of securities 1. Issuance of securities over the past three years □ Applicable √ Inapplicable 2. Explanation on changes in share capital & the structure of shareholders, the structure of assets and liabilities □ Applicable √ Inapplicable 3. Existent shares held by internal staffs of the Company □ Applicable √ Inapplicable III. Particulars about the shareholders and actual controller 1. Total number of shareholders and their shareholding Unit: Share 32 2014 Annual Report of Changchai Company, Limited Total number of shareholders on the fifth Total number of Total number of shareholders at 67,414 trading day before the 62,804 preferred stockholder 0 the reporting period disclosure date of the with vote right restored annual report Shareholding of shareholders holding more than 5% shares Increase Number Pledged or frozen shares Number of and of shares Number of Holding shareholding decrease held shares held Nature of Name of shareholder percentag at the end of of shares subject to not subject to Status of Number of shareholder e (%) the reporting during trading trading shares shares period reporting moratoriu moratorium period m State-owned Assets Supervision and On behalf of the Administration Commission 30.02% 168,497,736 0 168,497,736 State of Changzhou Municipal People’s Government Foreign KGI ASIA LIMITED 0.92% 5,140,894 0 5,140,894 corporation SUN HUNG KAI Foreign INVESTMENT SERVICES 0.66% 3,701,566 0 3,701,566 corporation LTD-CUSTOMERS A/C BANK J SAFRA SARASIN Foreign LTD,HONG KONG 0.64% 3,609,881 0 3,609,881 corporation BRANCH BNP PARIBAS WEALTH Foreign MANAGEMENT HONG 0.55% 3,099,873 0 3,099,873 corporation KONG BRANCH Domestic Jiang Xuezhen 0.54% 3,050,000 0 3,050,000 individual Southwest Securities- CCB-Aggregate Asset Other 0.53% 2,960,333 0 2,960,333 Management Plan of Zhufeng No. 1 of Southwest Securities Domestic Zha Genlou 0.37% 2,080,000 0 2,080,000 individual CORE PACIFIC-YAMAICHI Foreign 0.33% 1,872,400 0 1,872,400 INTERNATIONAL (H.K.) corporation LIMITED 33 2014 Annual Report of Changchai Company, Limited Warburg Trust Co., Ltd.-- Assembled Funds Trust of Other 0.29% 1,630,643 0 1,630,643 No. 21 of Shijiehaoyu Strategic investor or general corporation becoming a top ten shareholder due to placing Naught of new shares (if any) It is unknown whether there was any associated relationship among the top ten tradable Explanation on associated relationship or/and shareholders and among the top ten shareholders not subject to trading moratorium, or persons acting in concert among the whether they are persons acting in concert as described by Measures for the above-mentioned shareholders: Administrative of Disclosure of Shareholder Equity Changes. Particulars about shares held by the top ten shareholders holding shares not subject to trading moratorium Number of tradable shares Type of shares Name of shareholder 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 Domestically listed foreign KGI ASIA LIMITED 5,140,894 5,140,894 shares SUN HUNG KAI INVESTMENT SERVICES Domestically listed foreign 3,701,566 3,701,566 LTD-CUSTOMERS A/C shares BANK J SAFRA SARASIN LTD,HONG KONG Domestically listed foreign 3,609,881 3,609,881 BRANCH shares BNP PARIBAS WEALTH MANAGEMENT HONG Domestically listed foreign 3,099,873 3,099,873 KONG BRANCH shares Jiang Xuezhen 3,050,000 RMB ordinary share 3,050,000 Southwest Securities- CCB-Aggregate Asset Management Plan of 2,960,333 RMB ordinary share 2,960,333 Zhufeng No. 1 of Southwest Securities Zha Genlou 2,080,000 RMB ordinary share 2,080,000 CORE PACIFIC-YAMAICHI INTERNATIONAL (H.K.) Domestically listed foreign 1,872,400 1,872,400 LIMITED shares Warburg Trust Co., Ltd.--Assembled Funds Trust of No. 1,630,643 RMB ordinary share 1,630,643 21 of Shijiehaoyu It is unknown whether there was any associated relationship among the top Explanation on associated relationship or/and persons ten tradable shareholders and among the top ten shareholders not subject to acting in concert among the top ten tradable shareholders trading moratorium, or whether they are persons acting in concert as and between the top ten tradable shareholders and the top described by Measures for the Administrative of Disclosure of Shareholder ten shareholders Equity Changes. Explanation on the top 10 common shareholders Naught participating in the financing and securities loans business 34 2014 Annual Report of Changchai Company, Limited (if any) Did any shareholder of the top 10 common shareholders and top 10 shareholders holding not subject to trading moratorium the Company carries out an agreed buy-back in the reporting period? □ Yes √ No There was no shareholder of the top 10 common shareholders and top 10 shareholders holding not subject to trading moratorium the Company carries out an agreed buy-back in the reporting period 2. Controlling shareholders of the company Legal person Legal Name of actual representative/resp Date of Code of Registered capital Main business controller onsible person of establishment organization unit State-owned Assets Supervision and Administration Lu Qiang 01411025-1 Commission of Changzhou Municipal People’s Government Future development strategy Inapplicable Operating results, financial situation, cash flow and Inapplicable future development strategy, etc. Equity of shareholding and participating shares of controlling shareholders in other domestic and foreign Inapplicable listed company during the reporting period Changes of controlling shareholders during the reporting period □ Applicable √ Inapplicable There was no change of controlling shareholders during the reporting period 3. Actual controller of the Company Legal person Legal Name of actual representative/resp Date of Code of Registered capital Main business controller onsible person of establishment organization unit State-owned Assets Supervision and Lu Qiang 01411025-1 Administration Commission of 35 2014 Annual Report of Changchai Company, Limited Changzhou Municipal People’s Government Future development strategy Inapplicable Operating results, financial situation, cash flow and Inapplicable future development strategy, etc. Equity of shareholding and participating shares of controlling shareholders in other domestic and Inapplicable foreign listed company during the reporting period Changes on actual controller during the reporting period □ Applicable √ Inapplicable There was no change of actual controlling shareholders during the reporting period Block diagram of equity and control relationship between the company and actual controller STATE-OWNED ASSETS SUPERVISION AND ADMINISTRATION COMMISSION OF CHANGZHOU MUNICIPAL PEOPLE’S GOVERNMENT 30.02% CHANGCHAI COMPANY, LIMITED The actual controller controls the Company via trust or other ways of asset management □ Applicable √ Inapplicable 4. Particulars about other corporate shareholders with shareholding proportion over 10% □ Applicable √ Inapplicable IV. Particulars on shareholding increase scheme during the reporting period proposed or implemented by the shareholders and act-in-concert persons □ Applicable √ Inapplicable There was no shareholding increase scheme during the reporting period proposed or implemented by the shareholders and act-in-concert persons in the known scope of the Company. Section VII. Preferred stock □ Applicable √ Inapplicable There was no preferred stock during reporting period. 36 2014 Annual Report of Changchai Company, Limited Section VIII. Directors, Supervisors, Senior Management Staffs and Employees I. Changes in shareholding of directors, supervisors and senior management staffs Amount of Amount of shares shares Amount Shares increased decreased shares held Tenure Ending held at the Name Office title Sex Age Start date at the at the at the status date year-begin reporting reporting period-end (share) period period (share) (share) (share) Chairman Xue 26 Jun. 25 Jun. of the Current Male 52 0 0 0 0 Guojun 2013 2016 Board Jiang 26 Jun. 31 Mar. Director Left Male 52 0 0 0 0 Huaping 2013 2015 Director, General He 26 Jun. 25 Jun. Manager, Current Male 51 0 0 0 0 Jianguang 2013 2016 Chief Engineer Director, Deputy General Shi 26 Jun. 25 Jun. Manager, Current Male 53 0 0 0 0 Jianchun 2013 2016 Secretary of the Board Xu 26 Jun. 25 Jun. Director Current Male 58 0 0 0 0 Zhenping 2013 2016 Zhuang Director 26 Jun. 25 Jun. Current Male 71 0 0 0 0 Rongfa 2013 2016 Shen Independe 26 Jun. 25 Jun. Current Male 73 0 0 0 0 Ningwu nt Director 2013 2016 Zhu Independe Left 26 Jun. 31 Mar. Male 59 0 0 0 0 Jianming nt Director 2013 2015 Cao Independe Left Male 66 26 Jun. 31 Mar. 0 0 0 0 37 2014 Annual Report of Changchai Company, Limited Huiming nt Director 2013 2015 Deputy 26 Jun. 25 Jun. Yin Lihou General Current Male 51 0 0 0 0 2013 2016 Manager Deputy 26 Jun. 25 Jun. Xu Yi General Current Male 51 0 0 0 0 2013 2016 Manager Deputy Liu 26 Jun. 25 Jun. General Current Male 53 0 0 0 0 Xiaoyun 2013 2016 Manager Deputy Wei 26 Jun. 25 Jun. General Current Male 52 0 0 0 0 Jinxiang 2013 2016 Manager Chairman Ni of the 26 Jun. 25 Jun. Current Male 48 0 0 0 0 Mingliang Supervisor 2013 2016 y 26 Jun. 25 Jun. Zhong Lei Supervisor Current Male 46 0 0 0 0 2013 2016 Lu 26 Jun. 25 Jun. Supervisor Current Male 48 0 0 0 0 Zhonggui 2013 2016 Xie 26 Jun. 25 Jun. Supervisor Current Male 46 0 0 0 0 Guozhong 2013 2016 26 Jun. 25 Jun. Liu Yi Supervisor Current Male 46 0 0 0 0 2013 2016 II. Post-holding situation Main working experience of current directors, supervisors and senior management staffs over the past five years: Xue Guojun: Now he acts as Chairman of the Board, Deputy Secretary of Party Committee of the Company. Jiang Huaping: He successively held the posts of Deputy Secretary General of Changzhou Government, Party Secretary of Changzhou Food Bureau. He acted as Chairman and Party Secretary of State-owned Assets Supervision and Administration Commission of Changzhou Municipal People’s Government. And now acts as Deputy Secretary General Changzhou People's Political Consultative Conference. He Jianguang: Now he acts as Director, General Manager, and Chief Engineer of the Company. Shi Jianchun: Now he acts as Party Secretary, Director, Deputy General Manager and Secretary of the Board of the Company, and Chairman of the Board of Changzhou Housheng Investment Co., Ltd. Xu Zhenping: He successively held the posts of Director and Deputy General Manager of the Company. Now he acts as Director and Senior of the Company as well as Chairman of The Board of Housheng Agricultural Equipment Co., Ltd. Zhuang Rongfa: He successively took the posts of Deputy Director, Deputy Secretary of CPC in Changzhou 38 2014 Annual Report of Changchai Company, Limited Municipal Economic Committee. Now he acts as the director of the Company. Shen Ningwu: Now he acts the consultant in China Association of Automobile Manufacturers, the Independent Director in Hangzhou Zhaofeng Autoparts Manufacturing Co., Ltd., and the Company. Zhu Jianming: Now he acts as Deputy Chief in Technique Centre of China FAW Group Corporation, Chief of Wuxi Fuel Injection Equipment Research Institute, Commissioner in Wuxi Municipal People’ Congress and the Independent Director of the Company. Cao Huiming: He successively took the posts of President of Changzhou Institute of Certified Public Accountant and now he acts as Independent Director of the Company. Yin Lihou: Now he acts as Deputy General Manager of the Company, and the Chairman of the Board of Directors of Changchai Wanzhou Diesel Engine Co., Ltd. Xu Yi: Now he acts as Deputy General Manager of the Company. Ni Shiyuan: Now he acts as Deputy General Manager of the Company. Liu Xiaoyun: Now he acts as Deputy General Manager of the Company. Wei Jinxiang: He successively held the posts of Department Director of Quality Assurance Department, General Manager Assistant of the Company. Now he acts as Deputy General Manager of the Company. Ni Mingliang: Now he acts as Deputy Secretary, Vice Chairman of Labor Union and Chairman of the Supervisory. Zhong Lei: Now he acts as Section Chief of the General Office of State-owned Assets Supervision and Administration Commission of Changzhou Municipal People’s Government. Lu Zhonggui: Now he acts as Special Discipline Inspector of Discipline Inspection Committee and Secretary of Organ Party General Branch as well as supervisor of the Company. Xie Guozhong: Now he acts as Secretary of Party General Branch of the sales company, Deputy General Manager and Supervisor of the Company and Supervisor of Housheng Agriculture Equipment. Liu Yi: He successively took the posts of Assistant Minister of Enterprise Management Department. Now he acts as Deputy Director of Finance Department and Supervisor of the Company and Supervisor of Changwan Company. Post-holding in shareholders’ units √Applicable □Inapplicable Name of the person holding Position in Receives payment Beginning date Ending date of any post in Name of shareholder’s unit shareholder’s from shareholder’s of office term office term unit unit? shareholder’s unit Section Chief State-owned Assets Supervision and of the Zhong Lei Administration Commission of Changzhou 1 Aug. 2009 Yes General Municipal People’s Government Office Post-holding in other units √Applicable □Inapplicable Name of the Position in Beginning date Ending date of Receives payment Name of other unit person holding other unit of office term office term from other unit? 39 2014 Annual Report of Changchai Company, Limited any post in other unit Wuxi Fuel Injection Equipment Research Zhu Jianming Chief 1 Mar. 2000 Yes Institute III. Remuneration for directors, supervisors and senior management staffs Decision-making procedure, determining basis and actual payment for the remuneration of directors, supervisors and senior management staffs In 2014, the annual remuneration drawn by directors, supervisors and senior management from the Company was paid on monthly according to the relevant provisions of wage management and rank standard established by the Company, and paid bonus at the end of the year based on the business performance of the Company and appraisal results. The Supervisor Zhong Lei withdrew remuneration from shareholders’ units. Remuneration for directors, supervisors and senior management staffs of the Company during the reporting period Unit: RMB Ten Thousand Yuan Total Total Actual remuneration remuneration remuneration Name Office title Sex Age Tenure status gained from gained from the gained at the shareholder’s Company period-end unit Chairman of Xue Guojun Male 52 Current 73.94 73.94 the Board Jiang Huaping Director Male 52 Left 0 0 Director, Male Current General He Jianguang 51 73.16 73.16 Manager, Chief Engineer Director, Male Current Deputy General Shi Jianchun 53 68.08 68.08 Manager, Secretary of the Board Xu Zhenping Director Male 58 Current 48.8 48.8 Zhuang Rongfa Director Male 71 Current 0 0 Independent Male Current Shen Ningwu 73 5 5 Director Independent Male Left Zhu Jianming 59 5 5 Director Independent Male Left Cao Huiming 66 5 5 Director 40 2014 Annual Report of Changchai Company, Limited Deputy Male Current Yin Lihou General 51 63.18 63.18 Manager Deputy Male Current Xu Yi General 51 64.28 64.28 Manager Deputy Male Current Liu Xiaoyun General 53 58.4 58.4 Manager Deputy Male Current Wei Jinxiang General 52 58.39 58.39 Manager Chairman of the Male Current Ni Mingliang 48 38.67 38.67 Supervisory Zhong Lei Supervisor Male 46 Current 0 0 Lu Zhonggui Supervisor Male 48 Current 12.35 12.35 Xie Guozhong Supervisor Male 46 Current 24.48 24.48 Liu Yi Supervisor Male 46 Current 11.88 11.88 Total -- -- -- -- 610.61 0 610.61 Particulars about the equity incentives awarded for the directors, supervisors and senior management staffs of the Company during the reporting period □Applicable √Inapplicable IV. Particulars about changes in core technical team or key technicians during the reporting period (not directors, supervisors or senior management staffs) There was no any change of the core technical team or key technicians during the reporting period. V. About employees 1. Structure of employees As at the end of 2014, the Company had totally 3,070 employees registered in book, including 2,201 production personnel, 220 salespersons, 147 technicians, 36 financial personnel and 333 administrative personnel. 41 2014 Annual Report of Changchai Company, Limited Administrative personnel Financial personnel Technicians Production personnel Salespersons Salespersons Technicians 7.49% Financial personnel Production personnel Administrative personnel 2. Education level of employees 17 staffs with master degree; 271 staffs with bachelor degree; 419 staffs graduated from college and technical secondary school; 1,010 staff graduated from senior high school and 1,353 persons graduated from junior high school or lower. Master degree Bachelor degree 8.83% Junior high College and technical secondary school school or lower Master degree 13.65% Bachelor degree College and technical secondary school Junior high school Junior high school or lower Junior high school 32.90% 3. Employee’s remuneration policy The Company always adhered to the principle of tilting the remuneration incentive mechanism towards excellent talents, so as to display the roles of various professional technicians, management staffs and skilled backbones. Besides, it adhered to the principle of increasing the employee’s income integrated with increasing labor production efficiency and production & operation efficiency, so as to perfect the salary structure and further increase employees’ income steadily. 4. Employee’s training plan The Company established the Management Rules on the Education & Training for Employees, aiming to enhance employees’ quality and try its best to cultivate a team of faithful and highly professional talents. Besides, it 42 2014 Annual Report of Changchai Company, Limited innovated the training mechanism, optimized the training environment, and reinforced to encourage employees to attend various training, so as to inspire the employees’ potential to the maximum extent and further promote the sustainable development of the Company. 5. No costs of retirees need be paid by the Company. Section IX. Corporate Governance I. Basic information of corporate governance In the reporting period, the Company was strictly in line with laws, statutes such as Company Law, Securities Laws, Code of Corporate Governance of Listed Companies, Guide Opinion on Establishment of Independent Director System by Listed Companies and Guidelines on Internal Controls of Listed Companies and so on, continuously perfected corporate governance, established and accomplished internal management and control system, consistently and deeply put forward corporate governance activities, so as to further normalized operation of the Company, raising corporate governance level, laying a guard for steady and healthy development of the Company, protect legal rights and interests of the Company and all shareholders. The Company promulgated or revised a series of internal control system through all aspects of normal operation and management activities in accordance with each national laws and regulations, characteristics of the industry, operation and self-managing business, and improved it continuously, and finally formed a normative management system. And formulated a series of management system, process and standard covered each operation link and level of the financial assets control, human resources management, quality environment management and internal audit supervisor etc., which ensured all the work had rules to follow. Whether it exists any difference between the corporate governance and the Company Law and relevant rules of CSRC or not? □ Yes √ No There is no difference between the corporate governance and the Company Law and relevant rules of CSRC. Progress of corporate governance activities, promulgation and implementation of Registration System for Information Insiders According to requirements of Shenzhen Stock Exchange, Jiangsu Bureau of CSRC, and other regulators, the Company has established Management for Insiders Knowing Insider Information and Management System for External Information Users, and has strictly done well in management for insiders knowing insider information in light of the aforesaid systems and rules. In the reporting period, the Company didn’t find any insider knowing insider information trade stocks of the Company before the disclosure of significant and sensitive information that can effect on the stock price of the Company by using insider information, and hasn’t been investigated, punished or rectified by regulators because of the aforesaid reasons either. 43 2014 Annual Report of Changchai Company, Limited II. Particulars about annual shareholders’ general meeting and special shareholders’ general meeting held during the reporting period 1. Particulars about annual shareholders’ general meeting held during the reporting period Session Convening date Name of proposal Resolution Disclosure date Disclosure index 1. Text of the 2013 Annual Report and Its Abstract; 2. Work Report of the Board of Director in 2013; 3. Work Report of the Supervisory Committee in 2013; 4. Preplan of 2013 Annual Profits Distribution and Announcement on Capital Reserve Resolutions Made at Transfer into Shares; 2013 Annual the 2013 Annual 5. Proposal on Shareholders’ 14 May 2014 Approved 15 May 2014 Shareholders’ Reengagement of the General Meeting General Meeting Audit Firm in 2014 (Announcement for the Company and No.:2014-009) Its Auditing Fee; 6. Proposal on Reengagement of the 2014 Internal Control Audit Institution; 7. Proposal on Revising the Articles of Association; 8. Shareholder Returns Planning of Recent 3 Years (Y2014-Y2016). 2. Particulars about special shareholders’ general meeting held during the reporting period □Applicable √Inapplicable 44 2014 Annual Report of Changchai Company, Limited III. Performance of the Independent Directors during the Reporting Period 1. Particulars about the independent directors attending the board sessions and the shareholders’ general meetings Particulars about the independent directors attending the board sessions Failing to present Presence by Name of independent Due presence Presence in Entrusted in person for two telecommunicati Absence (times) directors (times) person (times) presence (times) consecutive on (times) sessions or not Shen Ningwu 7 3 4 0 0 No Cao Huiming 7 3 4 0 0 No Zhu Jianming 7 1 4 2 0 No Presence of independent directors in 1 shareholders’ general meeting (times) Explanation on failing to present in person for two consecutive sessions 2. Particulars about independent directors propose objection on relevant events Whether independent directors propose objection on relevant events or not? □ Yes √ No The independent directors didn’t propose objection on relevant events during the reporting period. IV. Duty Fulfillment of the Special Committees under the Board during the reporting period 1. Summary Report on Responsibility Performance of the Audit Committee under the Board of Directors: During the reporting period, the Audit Committee under the Board of Directors performed its duty according to the diligent and responsible principle, based on relevant regulations such as the Company Law, the Guidelines for Corporate Governance of Listed Companies, the Articles of Association as well as provisions in the Enforcement Regulation of the Audit Committee under the Board of Director of the Company. (1) Major work of Audit Committee in reporting period: 1) Periodically examined the working plan and execution of inner control of the Company; 2) Communicated fully with the CPAs firm on plan and content of audit; 3) Urged the CPAs firm to summit report as scheduled; 4) The Audit Committee reviewed the financial statements of the Company before the audit and after the issuance of preliminary opinion by the CPAs firm. After it communicated with the CPAs firm on some important items as well as major accounting estimation items, audit adjustment items and important accounting policies which were likely to have potential influence on the financial statements, it considered that the financial statements reflected the overall situation of the Company authentically, accurately and completely. 5) Submitted the summary report on annual audit of the Company conducted by the CPAs firm to the Board of Directors; 6) Advised to continue the appointment of Jiangsu Gongzheng Certified Public Accountants Co., Ltd as the audit 45 2014 Annual Report of Changchai Company, Limited institution of the Company in 2014. (2) Written opinions on financial statements of the Company issued by the Audit Committee 1) On 1 Apr. 2015, the Audit Committee the Audit Committee examined the financial statements of the Company after the certified public accountants had issued the preliminary opinion on the statements, and issued a written opinion as follows: The financial statements of the Company were prepared in accordance with the New Accounting Standards for Enterprises and relevant financial rules of the Company, and faithfully reflected the financial position of the Company as at 31 Dec. 2014, as well as the business results and cash flows in 2014 in all material aspects. 2) With regard to the audited financial statements 2014, on 20 Apr. 2015, the Audit Committee made the following resolution: the Audit Committee reviewed the financial statements 2014 audited by auditors, and believed that the said financial statements faithfully reflected the financial position of the Company as at 31 Dec. 2014, as well as the business results and cash flows in 2014 in all material aspects. It agreed to submit the statements to the Board of Directors for examination and approval. (3) Summary report on the audit work conducted by the CPAs firm in 2014: According to the annual audit plan jointly formulated by the Audit Committee and Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd, auditors communicated fully with the management personnel of the Company and members of the Audit Committee on the consolidation of financial statements, accounting adjustment, accounting policy and other accounting work needed to be improved, which helped both parties acquire a deeper understanding about the operation, financial process and implementation of the New Accounting Standards for Business Enterprises in the Company. With such understanding, the annual audit accountants would make more mature judgment to issue a fair audit conclusion. The Audit Committee held that the CPAs firm conducted the audit strictly in accordance with provisions stipulated in the Independent Auditing Standards for CPAs of the PRC. The time of audit was sufficient, and the auditors with excellent ability to practice were deployed reasonably. The issued auditor’s report fully reflected the financial position of the Company as at 31 Dec. 2014, as well as the business results and cash flows in 2014, and the audit conclusion was in line with the actual situation of the Company. (4) Resolution letter on renewing the employment of the CPAs firm: The Audit Committee convened a meeting on 20 Apr. 2015 to review the matter concerning the employment of a CPAs firm for the audit in 2015, and the review opinion was as follows: Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd had accomplished the audit of the Company 2014, and the auditor’s report reflected the actual financial status of the Company in 2014 objectively and fairly. The Audit Committee was satisfied with the audit conducted by Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd and decided to continue to engage it as the audit institution of the Company in 2015. The said proposal was agreed to be submitted to the 11th Session of the 7th Board of Directors for review. 2. Summary Report on Responsibility Performance of Remuneration & Appraisal Committee under the Board of Directors: The Remuneration & Appraisal Committee under the Board of Directors was composed of three Directors, including 2 Independent Directors and 1 Inner Director. And one of the Independent Directors assumed the position of Chairman of the Committee. In the reporting period, the Remuneration & Appraisal Committee raised the proposal on implementing the appraisal of senior executives in 2014, based on the fulfillment of the main financial indicators and operation targets in 2014, which were determined in the Contract for Appraisal of Senior Executives in 2014. The Contract was reviewed and approved by the 4th Session of the 7th Board of Directors on 9 Jan. 2014. 46 2014 Annual Report of Changchai Company, Limited In the reporting period, based on relevant regulations and rules, the Remuneration & Appraisal Committee examined the remuneration of the Company’s senior executives in 2014 and issued opinions as follows: The Remuneration & Appraisal Committee held that, the remuneration of the Company’s senior executives in 2014 was in accordance with provisions in the Contract for Appraisal of Senior Executives in 2014, as well as the laws, regulations and rules of the Company. V. Performance of the Supervisory Committee Whether the Supervisory Committee finds the Company existing risks or not in the supervisory activities during the reporting period? □ Yes √ No The Supervisory Committee has no objection on the supervised events during the reporting period VI. Particulars about the Company’s “five-separation” from the controlling shareholder in respect of business, personnel, assets, organization and financing The Company was totally independent from the controlling shareholder State-owned Assets Supervision and Administration Commission of Changzhou Municipal People’s Government in terms of assets, business, personnel, organization and financing, with independent & complete business and capability to operate independently. VII. Particulars on horizontal competition □Applicable √Inapplicable VIII. Performance appraisal and incentive mechanism for senior management staffs The Company has established a fair and objective performance appraisal and incentive restraint mechanism for senior management staffs. The annual remuneration of senior management staffs consisted of the basic annual salary and performance appraisal bonus, and the basic annual salary was distributed monthly with a certain proportion, while the performance appraisal bonus was distributed after being appraised according to the appraisal scheme for senior management staffs signed between the Board of Directors and the managers for each year. Section X. Internal Control I. Construction of internal control of the Company In order to implement the Basic Rules for Internal Control of Enterprises and its mating guidelines, and according to the Notice on Doing Well in the Implementation of Internal Control Rules by Listed Companies in Jiangsu (Su-Zheng-Jian-Zi [2012] No. 101) and other documents issued by CSRC Jiangsu Bureau, the Company carried out various works on construction of internal control system orderly in 2012. And it combed, described, sampled, tested and appraised the key departments and business procedures, and overall rectified the defects of internal control. Besides, it completed the compilation of the working paper on appraisal of internal control, internal control brochure and self-appraisal report on internal control, so as to systematically reflect the overview of 47 2014 Annual Report of Changchai Company, Limited internal control of the Company. In 2014, the Company continued to further develop the construction activities of the internal control system, promulgated or revised a series of internal control system through all aspects of normal operation and management activities in accordance with each national laws and regulations, characteristics of the industry, operation and self-managing business, and improved it continuously, and finally formed the normative documents such as Internal Control Manual of Suzhou Changchai and Assembly of the Internal Control System of Suzhou Changchai with the content contained a series of management system, procedure and standard that including each operation aspect and level such as procurement, sales, finance, assets, human resources, internal audit & inspection, etc. II. Statement of the Board of Directors on its responsibilities towards internal control The Board of Directors stated that: in accordance with laws and statutes such as Company Law, Securities Laws, Code of Corporate Governance of Listed Companies, Guide Opinion on Establishment of Independent Director System by Listed Companies and Guidelines on Internal Controls of Listed Companies and so on, and actuality of the Company, the Company established various internal control system that contains up and down of operation activities of the Company. These systems had been effectively conducted and reasonably ensured legitimacy of enterprise operation and management, safety of assets, faculty and completeness of financial report and relevant information. In the process, risks were effectively controlled and normal operation of the operation activities of the Company was assured. The actuality of internal control of the Company was in line with regulations and requirements of documentary files. The Company will consistently improved, enhanced and perfected internal control system in accordance with requirements of development of the Company and insufficiency arising from execution, thereof, lay a solid foundation for the healthy and steady development of the Company. III. Basis on establishing the internal control for financial report In accordance with laws and regulations of Accounting Law of PRC, Enterprises Accounting Code, Basic Standard for Enterprises Internal Control as well as enterprises business characteristics and management requirements, the Company established and perfected internal control relevant to financial report. There were no particulars about any material flaw in internal control of financial report. IV. Self-appraisal report on internal control Particulars about significant defects of internal control found during the reporting period in the Self-appraisal Report on Internal Control Disclosure date of the Self-appraisal Report on Internal Control 22 Apr. 2014 The relevant announcement was disclosed on Disclosure index of the Self-appraisal Report on Internal Control www.cninfo.com.cn dated 22 Apr. 2014. V. Auditor’s report on internal control or verification Auditor’s report on internal control Audit opinion paragraph in the Auditor’s Report for the Internal Control 48 2014 Annual Report of Changchai Company, Limited We considered that, the Changchai Shares maintained effective internal control of the financial report in significant aspects according to the Basic Norms of Internal Control and relevant regulations on 31 Dec. 2014. Disclosure date of the Auditor’s Report on Internal Control 22 Apr. 2014 The relevant announcement was disclosed on Disclosure index of the Auditor’s Report on Internal Control www.cninfo.com.cn dated 22 Apr. 2014. Whether the CPAs firm issues an Auditor’s Report on Internal Control with non-standard opinion or not? □ Yes √ No Whether the Auditor’s Report on Internal Control from the CPAs firm is in consistent with the Self-appraisal Report from the Board or not? √ Yes □ No VI. Establishment and execution of rules of accountability for significant mistakes in annual report information disclosure On 9 Mar. 2010, the 19th Session of the 5th Board of Directors reviewed and approved Rules of Accountability for Significant Mistakes in Annual Report Information Disclosure. In the reporting period, there was no particular about material correction of accounting, complement of significant information omission, or amendment of prediction of performance etc. 49 2014 Annual Report of Changchai Company, Limited Section XI. Financial Report I. Auditor’s Report Type of audit opinion Standard unqualified opinion Date of signing the auditor’s report 20 Apr. 2015 Jiangsu Gongzheng Tianye Certified Public Accountants Name of the audit firm Company Limited (LLP) Reference number of the auditor’s report SG W [2015] No. A610 Name of the CPA Wang Wenkai, He Taifeng Text of the Auditor’s Report All shareholders of Changchai Co., Ltd.: We have audited the attached financial statements of Changchai Co., Ltd. (hereinafter referred to as “the Company”), including the consolidated and the Company’s financial statements as at 31 Dec. 2014, the consolidated and the Company’s income statement, the consolidated and the Company’s cash flow statement, and the consolidated and the Company’s statement of changes in equity for the year then ended, as well as the notes to the financial statements. I. Responsibility of the management on the financial statements It is the responsibility of the Company’s management to prepare the financial statements according to the enterprise accounting standards, which includes: (1) designing, implementing and maintaining the internal control related to the financial statement preparation, so as to avoid significant errors in the financial statements caused by malpractices or mistakes; (2) choosing and adopting proper accounting policies; and (3) making rational accounting estimates. II. Responsibility of the certified public accountants Our responsibility is to express our auditing opinion based on our audit. And we have conducted the audit according to the Auditing Standards for Chinese Registered Accountants, which requires us to conform to ethical standards, plan and carry out the audit, so as to reasonably ensure that there exist no significant errors in the financial statements. The audit work involves implementing the auditing procedure so as to acquire audit evidences for the data carried in the financial statements. The choice of auditing procedures depends on the judgment of the registered accountants, including the risk assessment of significant financial statement errors caused by malpractices or mistakes. When conducting the risk assessment, we will consider the internal control related to financial statement preparation so as to design a proper auditing procedure, with no purpose to express opinions on the effectiveness of the internal control. Our audit work also involves evaluating the rationality of the accounting policy chosen and the accounting estimates made by the management, as well as the general presentation of the financial statements. We believe that the auditing evidences we obtained are sufficient and proper, which provides a foundation for us to express our auditing opinion. III. Audit opinion We believe that the financial statements of the Company have been prepared in accordance with the requirements 50 2014 Annual Report of Changchai Company, Limited of the Enterprises Accounting Standards, and presented fairly, in all material respects, the financial position of the Company as at 31 Dec. 2014, and the results of its operations and its cash flows for the year then ended. Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd. (LLP) CPA of China: Wang Wenkai Wuxi China CPA of China: He Taifeng 20 Apr. 2015 II. Financial statements Monetary unit of notes to financial statements: RMB Yuan 1. Consolidated balance sheet Prepared by Changchai Company, Limited 31 Dec. 2014 Unit: RMB Yuan Item 31 Dec. 2014 31 Dec. 2013 Current Assets: Monetary funds 531,969,747.91 688,297,469.30 Settlement reserves Intra-group lendings Financial assets measured at fair value of which changes are recorded in 2,109,642.19 current profits and losses Derivative financial assets Notes receivable 314,236,128.92 257,845,729.93 Accounts receivable 374,335,355.22 317,295,375.34 Accounts paid in advance 15,092,855.36 14,659,048.00 Premiums receivable Reinsurance premiums receivable Receivable reinsurance contract reserves Interest receivable Dividend receivable Other accounts receivable 8,662,701.30 12,723,300.47 Financial assets purchased under agreements to resell 51 2014 Annual Report of Changchai Company, Limited Inventories 497,588,717.86 473,238,876.29 Assets held for sale Non-current assets due within 1 year Other current assets 31,729,042.18 39,990,829.02 Total current assets 1,775,724,190.94 1,804,050,628.35 Non-current assets: Loans by mandate and advances granted Available-for-sale financial assets 497,850,000.00 413,954,000.00 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 20,459,975.99 19,548,325.73 Investing real estate 59,489,370.83 61,697,711.63 Fixed assets 572,785,946.61 619,468,246.18 Construction in progress 134,948,317.87 78,207,347.80 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 104,441,092.62 84,217,899.70 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 1,084,863.32 1,195,990.26 Other non-current assets Total of non-current assets 1,391,059,567.24 1,278,289,521.30 Total assets 3,166,783,758.18 3,082,340,149.65 Current liabilities: Short-term borrowings 20,000,000.00 30,000,000.00 Borrowings from Central Bank Customer bank deposits and due to banks and other financial institutions Intra-group borrowings Financial liabilities measured at fair value of which changes are recorded in 52 2014 Annual Report of Changchai Company, Limited current profits and losses Derivative financial liabilities Notes payable 218,351,400.00 246,300,000.00 Accounts payable 550,858,517.60 577,327,834.60 Accounts received in advance 29,364,756.16 38,090,958.80 Financial assets sold for repurchase Handling charges and commissions payable Payroll payable 61,303,762.60 57,122,045.12 Tax payable 14,511,976.27 16,228,953.19 Interest payable Dividend payable 3,891,433.83 3,891,433.83 Other accounts payable 196,560,865.32 174,454,382.17 Reinsurance premiums payable Insurance contract reserves Payables for acting trading of securities Payables for acting underwriting of securities Liabilities held for sale Non-current liabilities due within 1 year Other current liabilities 2,992,996.74 1,939,407.40 Total current liabilities 1,097,835,708.52 1,145,355,015.11 Non-current liabilities: Long-term borrowings Bonds payable Of which: preferred shares Perpetual bonds Long-term payables Long-term payroll payables Specific payables Estimated liabilities Deferred income 54,185,979.32 61,894,052.94 Deferred income tax liabilities 61,616,325.00 49,031,925.00 53 2014 Annual Report of Changchai Company, Limited Other non-current liabilities Total non-current liabilities 115,802,304.32 110,925,977.94 Total liabilities 1,213,638,012.84 1,256,280,993.05 Owners’ equity: Share capital 561,374,326.00 561,374,326.00 Other equity instruments Of which: preferred shares Perpetual bonds Capital reserves 164,328,665.43 171,016,154.25 Less: Treasury stock Other comprehensive income 349,159,175.00 277,780,844.33 Specific reserves 8,332,077.21 6,996,256.56 Surplus reserves 298,151,696.96 289,629,574.39 Provisions for general risks Retained profits 555,590,894.67 502,779,906.92 Total equity attributable to owners of 1,936,936,835.27 1,809,577,062.45 the Company Minority interests 16,208,910.07 16,482,094.15 Total owners’ equity 1,953,145,745.34 1,826,059,156.60 Total liabilities and owners’ equity 3,166,783,758.18 3,082,340,149.65 Legal representative: Xue Guojun Person-in-charge of the accounting work: He Jianguang Chief of the accounting division: Jiang He 2. Balance sheet of the Company Unit: RMB Yuan Item 31 Dec. 2014 31 Dec. 2013 Current Assets: Monetary funds 494,366,603.39 649,755,641.89 Financial assets measured at fair value of which changes are recorded in current profits and losses Derivative financial assets Notes receivable 312,466,128.92 257,695,729.93 Accounts receivable 331,239,446.99 287,405,670.66 54 2014 Annual Report of Changchai Company, Limited Accounts paid in advance 10,139,747.15 10,821,513.13 Interest receivable Dividend receivable Other accounts receivable 5,712,047.44 10,397,443.72 Inventories 426,235,429.74 401,992,702.79 Assets held for sale Non-current assets due within 1 year Other current assets 20,637,141.03 29,892,916.57 Total current assets 1,600,796,544.66 1,647,961,618.69 Non-current assets: Available-for-sale financial assets 490,650,000.00 406,754,000.00 Held-to-maturity investments Long-term accounts receivable Long-term equity investment 204,926,475.99 150,666,565.73 Investing real estate 59,489,370.83 61,697,711.63 Fixed assets 454,717,057.95 496,473,706.65 Construction in progress 134,948,317.87 77,785,739.64 Engineering materials Disposal of fixed assets Production biological assets Oil-gas assets Intangible assets 81,914,372.57 82,161,279.41 R&D expense Goodwill Long-term deferred expenses Deferred income tax assets 1,084,863.32 1,195,990.26 Other non-current assets Total of non-current assets 1,427,730,458.53 1,276,734,993.32 Total assets 3,028,527,003.19 2,924,696,612.01 Current liabilities: Short-term borrowings Financial liabilities measured at fair value of which changes are recorded in current profits and losses Derivative financial liabilities 55 2014 Annual Report of Changchai Company, Limited Notes payable 206,351,400.00 239,300,000.00 Accounts payable 501,904,239.41 534,436,105.73 Accounts received in advance 37,247,846.51 48,173,277.25 Payroll payable 56,426,935.61 52,616,431.17 Tax payable 12,438,714.42 13,672,231.50 Interest payable Dividend payable 3,243,179.97 3,243,179.97 Other accounts payable 191,066,117.22 167,758,011.92 Liabilities held for sale Non-current liabilities due within 1 year Other current liabilities Total current liabilities 1,008,678,433.14 1,059,199,237.54 Non-current liabilities: Long-term borrowings Bonds payable Of which: preferred shares Perpetual bonds Long-term payables Long-term payroll payables Specific payables Estimated liabilities Deferred income 54,185,979.32 61,894,052.94 Deferred income tax liabilities 61,616,325.00 49,031,925.00 Other non-current liabilities Total non-current liabilities 115,802,304.32 110,925,977.94 Total liabilities 1,124,480,737.46 1,170,125,215.48 Owners’ equity: Share capital 561,374,326.00 561,374,326.00 Other equity instruments Of which: preferred shares Perpetual bonds Capital reserves 183,071,147.70 183,044,309.95 Less: Treasury stock 56 2014 Annual Report of Changchai Company, Limited Other comprehensive income 349,159,175.00 277,847,575.00 Specific reserves 8,332,077.21 6,996,256.56 Surplus reserves 298,151,696.96 289,629,574.39 Retained profits 503,957,842.86 435,679,354.63 Total owners’ equity 1,904,046,265.73 1,754,571,396.53 Total liabilities and owners’ equity 3,028,527,003.19 2,924,696,612.01 3. Consolidated income statement Unit: RMB Yuan Item 2014 2013 I. Total operating revenues 2,489,792,063.33 2,927,593,052.78 Including: Sales income 2,489,792,063.33 2,927,593,052.78 Interest income Premium income Handling charge and commission income II. Total operating costs 2,418,623,839.64 2,845,243,353.68 Including: Cost of sales 2,157,062,245.66 2,530,625,259.11 Interest expenses Handling charge and commission expenses Surrenders Net claims paid Net amount withdrawn for the insurance contract reserve Expenditure on policy dividends Reinsurance premium Taxes and associate charges 749,136.23 401,625.56 Selling and distribution expenses 92,235,311.13 122,731,331.97 Administrative expenses 146,002,446.70 165,237,477.97 Financial expenses -10,932,468.28 -12,404,044.54 Asset impairment loss 33,507,168.20 38,651,703.61 Add: Gain/(loss) from change in fair 109,642.19 value (“-” means loss) Gain/(loss) from investment (“-” 12,014,333.27 15,969,511.56 57 2014 Annual Report of Changchai Company, Limited means loss) Including: share of profits in 1,366,650.26 929,669.90 associates and joint ventures Foreign exchange gains (“-” means loss) III. Business profit (“-” means loss) 83,292,199.15 98,319,210.66 Add: non-operating income 12,619,459.28 5,039,710.56 Including: Gains on disposal of 437,606.94 617,108.66 non-current assets Less: non-operating expense 10,654,493.23 4,367,523.58 Including: Losses on disposal of 318,704.95 49,053.88 non-current assets IV. Total profit (“-” means loss) 85,257,165.20 98,991,397.64 Less: Income tax expense 19,587,550.64 23,190,324.77 V. Net profit (“-” means loss) 65,669,614.56 75,801,072.87 Net profit attributable to owners of 64,202,144.29 75,712,361.04 the Company Minority shareholders’ income 1,467,470.27 88,711.83 VI. After-tax net amount of other 71,378,330.67 -100,121,309.92 comprehensive incomes After-tax net amount of other comprehensive incomes attributable to 71,378,330.67 -100,121,309.92 owners of the Company (I) Other comprehensive incomes that will not be reclassified into gains and losses 1. Changes in net liabilities or assets with a defined benefit plan upon re-measurement 2. Enjoyable shares in other comprehensive incomes in investees that cannot be reclassified into gains and losses under the equity method (II) Other comprehensive incomes that will be reclassified into gains and 71,378,330.67 -100,121,309.92 losses 1. Enjoyable shares in other comprehensive incomes in investees that will be reclassified into gains and losses 58 2014 Annual Report of Changchai Company, Limited under the equity method 2. Gains and losses on fair value changes of available-for-sale 71,311,600.00 -100,086,650.00 financial assets 3. Gains and losses on reclassifying held-to-maturity investments into available-for-sale financial assets 4. Effective hedging gains and losses on cash flows 5. Foreign-currency financial 66,730.67 -34,659.92 statement translation difference 6. Other After-tax net amount of other comprehensive incomes attributable to minority shareholders VII. Total comprehensive incomes 137,047,945.23 -24,320,237.05 Attributable to owners of the 135,580,474.96 -24,408,948.88 Company Attributable to minority 1,467,470.27 88,711.83 shareholders VIII. Earnings per share (I) Basic earnings per share 0.11 0.13 (II) Diluted earnings per share 0.11 0.13 Legal representative: Xue Guojun Person-in-charge of the accounting work: He Jianguang Chief of the accounting division: Jiang He 4. Income statement of the Company Unit: RMB Yuan Item 2014 2013 I. Total sales 2,494,339,556.14 2,941,316,332.95 Less: cost of sales 2,186,465,573.99 2,572,113,340.98 Business taxes and surcharges Distribution expenses 87,132,202.53 117,569,014.76 Administrative expenses 129,574,125.75 149,382,515.66 Financial costs -13,220,902.08 -14,380,093.58 59 2014 Annual Report of Changchai Company, Limited Impairment loss 15,048,198.38 36,286,559.05 Add: gain/(loss) from change in fair value (“-” means loss) Gain/(loss) from investment (“-” 13,682,952.59 15,529,669.90 means loss) Including: income form investment 1,366,650.26 929,669.90 on associates and joint ventures II. Business profit (“-” means loss) 103,023,310.16 95,874,665.98 Add: non-operating income 11,180,798.60 3,020,552.53 Including: Gains on disposal of 257,729.86 437,188.33 non-current assets Less: non-operating expense 10,476,546.75 4,267,410.08 Including: Losses on disposal of 318,266.72 49,053.88 non-current assets III. Total profit (“-” means loss) 103,727,562.01 94,627,808.43 Less: Income tax expense 18,506,336.32 21,981,238.15 IV. Net profit (“-” means loss) 85,221,225.69 72,646,570.28 V. After-tax net amount of other 71,311,600.00 -100,086,650.00 comprehensive incomes (I) Other comprehensive incomes that will not be reclassified into gains and losses 1. Changes in net liabilities or assets with a defined benefit plan upon re-measurement 2. Enjoyable shares in other comprehensive incomes in investees that cannot be reclassified into gains and losses under the equity method (II) Other comprehensive incomes that will be reclassified into gains and 71,311,600.00 -100,086,650.00 losses 1. Enjoyable shares in other comprehensive incomes in investees that will be reclassified into gains and losses under the equity method 2. Gains and losses on fair value changes of available-for-sale financial 71,311,600.00 -100,086,650.00 assets 60 2014 Annual Report of Changchai Company, Limited 3. Gains and losses on reclassifying held-to-maturity investments into available-for-sale financial assets 4. Effective hedging gains and losses on cash flows 5. Foreign-currency financial statement translation difference 6. Other VI. Total comprehensive incomes 156,532,825.69 -27,440,079.72 VII. Earnings per share (I) Basic earnings per share (II) Diluted earnings per share 5. Consolidated cash flow statement Unit: RMB Yuan Item 2014 2013 I. Cash flows from operating activities: Cash received from sale of 2,688,286,109.60 3,257,078,344.84 commodities and rendering of service Net increase of deposits from customers and dues from banks Net increase of loans from the central bank Net increase of funds borrowed from other financial institutions Cash received from premium of original insurance contracts Net cash received from reinsurance business Net increase of deposits of policy holders and investment fund Net increase of disposal of financial assets measured at fair value of which changes are recorded into current gains and losses Cash received from interest, handling charges and commissions 61 2014 Annual Report of Changchai Company, Limited Net increase of intra-group borrowings Net increase of funds in repurchase business Tax refunds received 33,639,405.87 48,010,329.98 Other cash received relating to 14,125,214.83 12,409,392.86 operating activities Subtotal of cash inflows from operating 2,736,050,730.30 3,317,498,067.68 activities Cash paid for goods and services 2,375,158,372.15 2,860,474,897.96 Net increase of customer lendings and advances Net increase of funds deposited in the central bank and amount due from banks Cash for paying claims of the original insurance contracts Cash for paying interest, handling charges and commissions Cash for paying policy dividends Cash paid to and for employees 286,745,413.05 297,595,259.85 Various taxes paid 40,280,909.48 31,596,731.79 Other cash payment relating to 85,373,391.14 96,424,329.60 operating activities Subtotal of cash outflows from 2,787,558,085.82 3,286,091,219.20 operating activities Net cash flows from operating activities -51,507,355.52 31,406,848.48 II. Cash flows from investing activities: Cash received from withdrawal of investments Cash received from return on 11,151,322.56 15,039,841.66 investments Net cash received from disposal of fixed assets, intangible assets and other 336,880.83 1,566,155.00 long-term assets Net cash received from disposal of subsidiaries or other business units Other cash received relating to 62 2014 Annual Report of Changchai Company, Limited investing activities Subtotal of cash inflows from investing 11,488,203.39 16,605,996.66 activities Cash paid to acquire fixed assets, intangible assets and other long-term 60,611,666.98 67,808,515.95 assets Cash paid for investment 2,000,000.00 Net increase of pledged loans Net cash paid to acquire subsidiaries 22,600,000.00 and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 85,211,666.98 67,808,515.95 investing activities Net cash flows from investing activities -73,723,463.59 -51,202,519.29 III. Cash Flows from Financing Activities: Cash received from capital 280,600.00 250,000.00 contributions Including: Cash received from minority shareholder investments by 280,600.00 250,000.00 subsidiaries Cash received from borrowings 20,000,000.00 60,000,000.00 Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing 20,280,600.00 60,250,000.00 activities Repayment of borrowings 30,000,000.00 50,000,000.00 Cash paid for interest expenses and 10,794,562.05 16,114,667.28 distribution of dividends or profit Including: dividends or profit paid 553,400.00 by subsidiaries to minority shareholders Other cash payments relating to 400,000.00 400,000.00 financing activities Sub-total of cash outflows from 41,194,562.05 66,514,667.28 financing activities 63 2014 Annual Report of Changchai Company, Limited Net cash flows from financing activities -20,913,962.05 -6,264,667.28 IV. Effect of foreign exchange rate 24,385.48 -62,269.00 changes on cash and cash equivalents V. Net increase in cash and cash -146,120,395.68 -26,122,607.09 equivalents Add: Opening balance of cash and 610,882,216.18 637,004,823.27 cash equivalents VI. Closing balance of cash and cash 464,761,820.50 610,882,216.18 equivalents 6. Cash flow statement of the Company Unit: RMB Yuan Item 2014 2013 I. Cash flows from operating activities: Cash received from sale of 2,699,873,240.85 3,231,684,006.61 commodities and rendering of service Tax refunds received 33,639,405.87 48,010,329.98 Other cash received relating to 11,580,677.83 10,372,226.32 operating activities Subtotal of cash inflows from operating 2,745,093,324.55 3,290,066,562.91 activities Cash paid for goods and services 2,426,842,672.28 2,884,278,297.49 Cash paid to and for employees 252,341,688.21 264,654,948.92 Various taxes paid 29,401,425.57 24,780,441.70 Other cash payment relating to 77,786,287.60 89,199,191.26 operating activities Subtotal of cash outflows from 2,786,372,073.66 3,262,912,879.37 operating activities Net cash flows from operating activities -41,278,749.11 27,153,683.54 II. Cash flows from investing activities: Cash received from retraction of investments Cash received from return on 13,022,100.00 14,600,000.00 investments Net cash received from disposal of fixed assets, intangible assets and other 838,078.00 395,430.00 long-term assets 64 2014 Annual Report of Changchai Company, Limited Net cash received from disposal of 1,027,642.33 subsidiaries or other business units Other cash received relating to investing activities Subtotal of cash inflows from investing 14,887,820.33 14,995,430.00 activities Cash paid to acquire fixed assets, intangible assets and other long-term 54,243,469.12 55,433,565.57 assets Cash paid for investment 33,500,000.00 3,500,000.00 Net cash paid to acquire subsidiaries 21,126,700.00 and other business units Other cash payments relating to investing activities Subtotal of cash outflows from 108,870,169.12 58,933,565.57 investing activities Net cash flows from investing activities -93,982,348.79 -43,938,135.57 III. Cash Flows from Financing Activities: Cash received from capital contributions Cash received from borrowings Cash received from issuance of bonds Other cash received relating to financing activities Subtotal of cash inflows from financing activities Repayment of borrowings Cash paid for interest expenses and 8,420,614.89 14,034,358.15 distribution of dividends or profit Other cash payments relating to financing activities Sub-total of cash outflows from 8,420,614.89 14,034,358.15 financing activities Net cash flows from financing activities -8,420,614.89 -14,034,358.15 IV. Effect of foreign exchange rate changes on cash and cash equivalents 65 2014 Annual Report of Changchai Company, Limited V. Net increase in cash and cash -143,681,712.79 -30,818,810.18 equivalents Add: Opening balance of cash and 574,440,388.77 605,259,198.95 cash equivalents VI. Closing balance of cash and cash 430,758,675.98 574,440,388.77 equivalents 7. Consolidated statement of changes in owners’ equity 2014 Unit: RMB Yuan 2014 Equity attributable to owners of the Company Other equity Other Minorit Total Item instruments Less: General Share Capital compre Specific Surplus Retaine y owners’ Prefer Perpet treasury risk capital reserve hensive reserve reserve d profit interests equity red ual Other stock reserve incomes shares bonds I. Balance at the 561,37 1,826,0 171,016 277,780 6,996,2 289,629 502,779 16,482, end of the 4,326. 59,156. ,154.25 ,844.33 56.56 ,574.39 ,906.92 094.15 previous year 00 60 Add: change of accounting policy Correction of errors in previous periods Business mergers under the same control Other II. Balance at the 561,37 1,826,0 171,016 277,780 6,996,2 289,629 502,779 16,482, beginning of the 4,326. 59,156. ,154.25 ,844.33 56.56 ,574.39 ,906.92 094.15 year 00 60 III. Increase/ decrease in the -6,687,4 71,378, 1,335,8 8,522,1 52,810, -273,18 127,086 period (“-” means 88.82 330.67 20.65 22.57 987.75 4.08 ,588.74 decrease) (I) Total 71,378, 64,202, 1,467,4 137,047 comprehensive 330.67 144.29 70.27 ,945.23 incomes 66 2014 Annual Report of Changchai Company, Limited (II) Capital -6,714,3 4,210,9 -2,503,4 increased and 26.57 26.57 00.00 reduced by owners 1. Common 20,250, 20,250, shares increased 000.00 000.00 by shareholders 2. Capital increased by holders of other equity instruments 3. Amounts of share-based payments recognized in owners’ equity -6,714,3 -16,039, -22,753, 4. Other 26.57 073.43 400.00 (III) Profit 8,522,1 -16,942, -400,00 -8,820,6 distribution 22.57 737.46 0.00 14.89 1. 8,522,1 -8,522,1 Appropriations to 22.57 22.57 surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to -8,420,6 -400,00 -8,820,6 owners (or 14.89 0.00 14.89 shareholders) 4. Other (IV) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital 67 2014 Annual Report of Changchai Company, Limited (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (V) Specific 1,335,8 1,335,8 reserve 20.65 20.65 1. Withdrawn 4,841,3 4,841,3 for the period 16.33 16.33 2. Used in the 3,505,4 3,505,4 period 95.68 95.68 26,837. 5,551,5 -5,551,5 26,837. (VI) Other 75 80.92 80.92 75 561,37 1,953,1 IV. Closing 164,328 349,159 8,332,0 298,151 555,590 16,208, 4,326. 45,745. balance ,665.43 ,175.00 77.21 ,696.96 ,894.67 910.07 00 34 2013 Unit: RMB Yuan 2013 Equity attributable to owners of the Company Other equity Minorit Other Total Item instruments y Less: General Share Capital compre Specific Surplus Retaine owners’ treasury risk interest Prefer Perpet equity capital reserve hensive reserve reserve d profit stock reserve s red ual Other incomes shares bonds I. Balance at the 561,37 1,861,3 171,016 377,902 4,169,0 282,364 448,366 16,143, end of the 4,326. 36,582. ,154.25 ,154.25 87.73 ,917.36 ,561.06 382.32 previous year 00 97 Add: change of accounting policy Correction of errors in previous periods Business mergers under the same control Other 68 2014 Annual Report of Changchai Company, Limited II. Balance at the 561,37 1,861,3 171,016 377,902 4,169,0 282,364 448,366 16,143, beginning of the 4,326. 36,582. ,154.25 ,154.25 87.73 ,917.36 ,561.06 382.32 year 00 97 III. Increase/ -100,12 decrease in the 2,827,1 7,264,6 54,413, 338,711 -35,277, 1,309.9 period (“-” means 68.83 57.03 345.86 .83 426.37 2 decrease) (I) Total -100,12 75,712, 88,711. -24,320, comprehensive 1,309.9 361.04 83 237.05 incomes 2 (II) Capital 250,000 250,000 increased and .00 .00 reduced by owners 1. Common 250,000 250,000 shares increased .00 .00 by shareholders 2. Capital increased by holders of other equity instruments 3. Amounts of share-based payments recognized in owners’ equity 4. Other (III) Profit 7,264,6 -21,299, -14,034, distribution 57.03 015.18 358.15 1. 7,264,6 -7,264,6 Appropriations to 57.03 57.03 surplus reserves 2. Appropriations to general risk provisions 3. Appropriations to -14,034, -14,034, owners (or 358.15 358.15 shareholders) 4. Other 69 2014 Annual Report of Changchai Company, Limited (IV) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (V) Specific 2,827,1 2,827,1 reserve 68.83 68.83 1. Withdrawn 4,865,2 4,865,2 for the period 06.81 06.81 2. Used in the 2,038,0 2,038,0 period 37.98 37.98 (VI) Other 561,37 1,826,0 IV. Closing 171,016 277,780 6,996,2 289,629 502,779 16,482, 4,326. 59,156. balance ,154.25 ,844.33 56.56 ,574.39 ,906.92 094.15 00 60 8. Statement of changes in owners’ equity of the Company 2014 Unit: RMB Yuan 2014 Other equity instruments Other Less: Total Item Share Capital comprehe Specific Surplus Retaine Preferre Perpetu treasury owners’ capital Other reserve nsive reserve reserve d profit d shares al bonds stock equity incomes I. Balance at the 561,374, 183,044,3 277,847,5 6,996,256 289,629,5 435,679 1,754,571 end of the previous 326.00 09.95 75.00 .56 74.39 ,354.63 ,396.53 year 70 2014 Annual Report of Changchai Company, Limited Add: change of accounting policy Correction of errors in previous periods Other II. Balance at the 561,374, 183,044,3 277,847,5 6,996,256 289,629,5 435,679 1,754,571 beginning of the 326.00 09.95 75.00 .56 74.39 ,354.63 ,396.53 year III. Increase/ decrease in the 71,311,60 1,335,820 8,522,122 68,278, 149,474,8 26,837.75 period (“-” means 0.00 .65 .57 488.23 69.20 decrease) (I) Total 71,311,60 85,221, 156,532,8 comprehensive 0.00 225.69 25.69 incomes (II) Capital increased and reduced by owners 1. Common shares increased by shareholders 2. Capital increased by holders of other equity instruments 3. Amounts of share-based payments recognized in owners’ equity 4. Other (III) Profit 8,522,122 -16,942, -8,420,61 distribution .57 737.46 4.89 1. 8,522,122 -8,522,1 Appropriations to .57 22.57 surplus reserves 2. -8,420,6 -8,420,61 Appropriations to 14.89 4.89 owners (or 71 2014 Annual Report of Changchai Company, Limited shareholders) 3. Other (IV) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (V) Specific 1,335,820 1,335,820 reserve .65 .65 1. Withdrawn 4,841,316 4,841,316 for the period .33 .33 2. Used in the 3,505,495 3,505,495 period .68 .68 (VI) Other 26,837.75 26,837.75 IV. Closing 561,374, 183,071,1 349,159,1 8,332,077 298,151,6 503,957 1,904,046 balance 326.00 47.70 75.00 .21 96.96 ,842.86 ,265.73 2013 Unit: RMB Yuan 2013 Other equity instruments Other Less: Total Item Share Capital comprehe Specific Surplus Retaine Preferre Perpetu treasury owners’ capital Other reserve nsive reserve reserve d profit d shares al bonds stock equity incomes I. Balance at the 561,374, 183,044,3 377,934,2 4,169,087 282,364,9 384,331 1,793,218 end of the previous 326.00 09.95 25.00 .73 17.36 ,799.53 ,665.57 year Add: change of 72 2014 Annual Report of Changchai Company, Limited accounting policy Correction of errors in previous periods Other II. Balance at the 561,374, 183,044,3 377,934,2 4,169,087 282,364,9 384,331 1,793,218 beginning of the 326.00 09.95 25.00 .73 17.36 ,799.53 ,665.57 year III. Increase/ decrease in the -100,086, 2,827,168 7,264,657 51,347, -38,647,2 period (“-” means 650.00 .83 .03 555.10 69.04 decrease) (I) Total -100,086, 72,646, -27,440,0 comprehensive 650.00 570.28 79.72 incomes (II) Capital increased and reduced by owners 1. Common shares increased by shareholders 2. Capital increased by holders of other equity instruments 3. Amounts of share-based payments recognized in owners’ equity 4. Other (III) Profit 7,264,657 -21,299, -14,034,3 distribution .03 015.18 58.15 1. 7,264,657 -7,264,6 Appropriations to .03 57.03 surplus reserves 2. Appropriations to -14,034, -14,034,3 owners (or 358.15 58.15 shareholders) 73 2014 Annual Report of Changchai Company, Limited 3. Other (IV) Internal carry-forward of owners’ equity 1. New increase of capital (or share capital) from capital public reserves 2. New increase of capital (or share capital) from surplus reserves 3. Surplus reserves for making up losses 4. Other (V) Specific 2,827,168 2,827,168 reserve .83 .83 1. Withdrawn 4,865,206 4,865,206 for the period .81 .81 2. Used in the 2,038,037 2,038,037 period .98 .98 (VI) Other IV. Closing 561,374, 183,044,3 277,847,5 6,996,256 289,629,5 435,679 1,754,571 balance 326.00 09.95 75.00 .56 74.39 ,354.63 ,396.53 III. Company Profile Changchai Company, Limited (hereinafter referred to as “the Company”) was founded on 5 May 1994, which is a company limited by shares promoted solely by Changzhou Diesel Engine Plant through the approval by the State Commission for Restructuring the Economic Systems with document TGS [1993] No. 9 on 15 Jan. 1993 by way of public offering of shares. With the approved of the People's Government of Jiangsu Province SZF [1993] No. 67, as well as reexamined and approved by China Securities Regulatory Commission (“CSRC”) through document ZJFSZ (1994) No. 9, the Company initially issued A shares to the public from 15 Mar. 1994 to 30 Mar. 1994. As approved by the Shenzhen Stock Exchange through document SZSFZ (1994) No. 15, such tradable shares of the public got listing on 1 Jul. 1994 at Shenzhen Stock Exchange with “Su Changchai A” for short of stock, as well as “0570” as stock code (present stock code is “000570”). In 1996, with the recommendation of the Office of the People's Government of Jiangsu Province SZBH [1996] No. 13, as well as first review by Shenzhen Municipal Securities Administration Office through SZBZ [1996] No. 24, and approval of the State Council Securities Commission ZWF [1996] No. 27, the Company issued 100 million B shares to qualified investors on 27 Aug. 1996 to 30 Aug. 1996, getting listed on 13 Sep. 1996. 74 2014 Annual Report of Changchai Company, Limited On 9 Jun. 2006, the Company held a shareholders’ general meeting related to A shares market to examine and approve share merger reform plan, and performed the share merger reform on 19 Jun. 2006. As examined and approved at the 2009 2nd Extraordinary Shareholders’ General Meeting in Sep. 2009, based on the total share capital of 374,249,551 shares as at 30 Jun. 2009, the Company implemented the profit distribution plan, i.e. to distribute 5 bonus shares and cash of RMB 0.8 for every 10 shares, with registered capital increased by RMB 187,124,775.00, as well as registered capital of RMB 561,374,326.00 after change. As at 31 Dec. 2013, the total share capital of the Company is 561,374,326 shares, as well as registered capital of RMB 561,374,326.00, which verified by Jiangsu Gongzheng Tianye Certified Public Accountants Company Limited with issuing Capital Verification Report SGC [2010] No. B002. The Company had registered the change with the administrative authorities for industry and commerce, and obtained the renewed business license as legal person with No. 320400000004012. The Company’s registered address is situated at No. 123 Huaide Middle Road, Changzhou, Jiangsu, as well as its head office located at No. 123 Huaide Middle Road, Changzhou, Jiangsu. The Company belongs to manufacturing with business scope including manufacturing and sale of diesel engine, diesel engines part and casting, grain harvesting machine, rotary cultivators, walking tractor, mould and fixtures, assembling and sale of diesel generating set and pumping unit. The Company mainly engaged in the production and sales of small and medium-sized single cylinders and multi-cylinder diesel engine with the label of Changchai Brand. The diesel engine produced and sold by the Company were mainly used in tractors, combine harvest models, light commercial vehicle, farm equipment, small-sized construction machinery, generating sets and shipborne machinery and equipment, etc. The Company’s main business remained unchanged in the reporting period. The Company established the Shareholders’ General Meeting, the Board of Directors and the Board of Supervisors,Corporate office, Financial Department, Political Department, Investment and Development Department, Enterprise Management Department, Human Recourses Department, Production Department, Procurement Department, Sales Company, Market Department, Chief Engineer Office, Technology Center, QA Department, Foundry Branch, Machine Processing Branch, Single-cylinder Engine branch, Multi-cylinder Engine Branch and Overseas Business Department in the Company. The financial report has been approved to be issued by the Board of Directors on 20 Apr. 2015. The consolidated scope of the Company of the reporting period including the parent company and 4 subsidiaries, which decrease 1 subsidiary compared with the last period. The reason was the Company written the Changsheng International Co., Ltd. during the reporting period and would not be included in the consolidated scope at the period-end. For the details of the consolidated scope of the reporting period and the changes situation, please refer to the changes of the consolidated scope of the notes to the financial report and the notes to the equities among other entities. Ⅳ. Basis for preparation of the financial report 1. Basis for preparation With the going-concern assumption as the basis and based on transactions and other events that actually occurred, the Group prepared financial statements in accordance withissued by the Ministry of Finance with Decree No. 33 and revised with Decree No. 76, the 41 specific accounting standards, the Application Guidance of Accounting Standards for Business Enterprises, the Interpretation of Accounting Standards for Business Enterprises and other regulations issued and revised from 15 Feb. 2006 onwards (hereinafter jointly referred to as “the Accounting Standards for Business Enterprises”, “China Accounting Standards” or “CAS”), as well as the Rules for Preparation Convention of Disclosure of 75 2014 Annual Report of Changchai Company, Limited Public Offering Companies No.15 – General Regulations for Financial Reporting (revised in 2014) by China Securities Regulatory Commission. In accordance with relevant provisions of the Accounting Standards for Business Enterprises, the Group adopted the accrual basis in accounting. Except for some financial instruments, where impairment occurred on an asset, an impairment reserve was withdrawn accordingly pursuant to relevant requirements. 2. Continuation The Company comprehensively evaluated the information acquired recently that there would be no such factors in the 12 months from the end of the reporting period that would obviously influence the continuation capability of the Company and predicted that the operating activities would continue in the future 12 months of the Company. The financial statement compiled base on the continuous operation. V. Important accounting policies and estimations The Company and each subsidiary according to the actual production and operation characteristics and in accord with the regulations of the relevant ASBE, formulated certain specific accounting polices and accounting estimations, which mainly reflected in the withdrawal method of the bad debt provision of the accounts receivable (Notes III, 11), the measurement of the inventory (Notes III, 12) and the depreciation of the fixed assets (Notes III, 16) etc. As for the details of the significant accounting judgment and the estimations made by the management layer, please refer to Notes III, 30 “Important accounting judgment and estimations”. 1. Statement of Compliance with the Accounting Standards for Business Enterprises The financial statements prepared by the Group are in compliance with in compliance with the Accounting Standards for Business Enterprises, which factually and completely present the Company’s and the Group’s financial positions, business results and cash flows and other relevant information. 2. Fiscal period The fiscal periods are divided into fiscal year and metaphase, the fiscal year is from Jan. 1 to Dec. 31 and as the metaphase included monthly, quarterly and semi-yearly periods. 3. Operating cycle A normal operating cycle refers to a period from the Group purchasing assets for processing to realizing cash or cash equivalents. An operating cycle for the Group is 12 months, which is also the classification criterion for the liquidity of its assets and liabilities. 4. Currency used in bookkeeping Renminbi is functional currency of the Company. 76 2014 Annual Report of Changchai Company, Limited 5. Accounting methods for business combinations under the same control and business combinations not under the same control (1) Business combinations under the same control: A business combination under the same control is a business combination in which all of the combining enterprises are ultimately controlled by the same party or the same parties both before and after the business combination and on which the control is not temporary. For the merger of enterprises under the same control, if the consideration of the merging enterprise is that it makes payment in cash, transfers non-cash assets or bear its debts, it shall, on the date of merger, regard the share of the book value of the owner's equity of the merged enterprise as the initial cost of the long-term equity investment. The difference between the initial cost of the long-term equity investment and the payment in cash, non-cash assets transferred as well as the book value of the debts borne by the merging party shall offset against the capital reserve. If the capital reserve is insufficient to dilute, the retained earnings shall be adjusted. If the consideration of the merging enterprise is that it issues equity securities, it shall, on the date of merger, regard the share of the book value of the owner's equity of the merged enterprise as the initial cost of the long-term equity investment. The total face value of the stocks issued shall be regarded as the capital stock, while the difference between the initial cost of the long-term equity investment and total face value of the shares issued shall offset against the capital reserve. If the capital reserve is insufficient to dilute, the retained earnings shall be adjusted. All direct costs for the business combination, including expenses for audit, evaluating and legal services shall be recorded into the profits and losses at the current period. The expenses such as the handling charges and commission etc, premium income of deducting the equity securities, and as for the premium income was insufficient to dilute, the retained earnings shall be written down. Owning to the reasons such as the additional investment, for the equity investment held before acquiring the control right of the combined parties, the confirmed relevant gains and losses, other comprehensive income and the changes of other net assets since the date of the earlier one between the date when acquiring the original equity right and the date when the combine parties and combined ones were under the same control to the combination date, should be respectively written down and compared with the beginning balance of retained earnings or the current gains and losses during the statement period. (2) Business combinations not under the same control A business combination not under the same control is a business combination in which the combining enterprises are not ultimately controlled by the same party or the same parties both before and after the business combination. The combination costs of the acquirer and the identifiable net assets obtained by the acquirer in a business combination shall be measured at the fair values. The acquirer shall recognize the positive balance between the combination costs and the fair value of the identifiable net assets it obtains forms the acquiree as business reputation. The direct relevant expenses occurred from the enterprise combination should be included in the current gains and losses when occurred. The combination costs of the acquirer and the identifiable net assets obtained by it in the combination shall be measured according to their fair values at the acquiring date. The difference between the fair value of the assets paid out by the Company and its book value should be included in the current gains and losses. The purchase date refers to the date that the purchaser acquires the control right of the acquiree. For the business combinations not under the same control realized through step by step multiple transaction, as for the equity interests that the Group holds in the acquiree before the acquiring date, they shall be re-measured according to their fair values at the acquiring date; the positive difference between their fair values and carrying amounts shall be recorded into the investment gains for the period including the acquiring date. The equity holed by the acquiree which involved with the other comprehensive income and the other owners’ equities changes except for the net gains and losses, other comprehensive income and the profits distribution and other related comprehensive gains and other owners’ equities which in relation to the equity interests that the Group holds in the acquiree before the acquiring date should be transferred into the current investment income on the acquiring date, except for the other comprehensive income occurred from the re-measurement of the net profits of the defined benefit plans or the changes of the net 77 2014 Annual Report of Changchai Company, Limited assets of the investees. 6. Methods for preparing consolidated financial statements The Company confirms the consolidated scope based on the control and includes the subsidiaries with actual control right into the consolidated financial statement. The consolidated financial statement of the Company is compiled according to the regulations of No. 33 of ASBE-Consolidated Financial Statement and the relevant regulations and as for the whole significant come-and-go balance, investment, transaction and the unrealized profits should be written off when compiling the consolidated financial statement. The portion of a subsidiary’s shareholders’ equity and the portion of a subsidiary’s net profits and losses for the period not held by the Group are recognized as minority interests and minority shareholder profits and losses respectively and presented separately under shareholders’ equity and net profits in the consolidation financial statements. The portion of a subsidiary’s net profits and losses for the period that belong to minority interests is presented as the item of “minority shareholder profits and losses” under the bigger item of net profits in the consolidated financial statements. Where the loss of a subsidiary shared by minority shareholders exceeds the portion enjoyed by minority shareholders in the subsidiary’s opening owners’ equity, minority interests are offset. The accounting policy or accounting period of each subsidiary is different from which of the Company, which shall be adjusted as the Company; or subsidiaries shall prepare financial statement again required by the Company when preparing the consolidated financial statements. As for the added subsidiary company not controlled by the same enterprise preparing the consolidated financial statement, shall adjust individual financial statement based on the fair value of the identifiable net assets on the acquisition date; as for the added subsidiary companies controlled by the same enterprise preparing the financial statement, shall not adjust the financial statement of the subsidiaries, namely survived by integration as participating in the consolidation when the final control party starts implementing control and should adjust the period-begin amount of the consolidated balance sheet and at the same time adjust the relevant items of the compared statement. As for the disposed subsidiaries, the operation result and the cash flow should be included in the consolidated income statement and the consolidated cash flow before the disposing date; the disposed subsidiaries of the current period, should not be adjusted the period-begin amount of the consolidated balance sheet. Where the Group losses control on its original subsidiaries due to disposal of some equity investments or other reasons, the residual equity interests are re-measured according to the fair value on the date when such control ceases. The summation of the consideration obtained from the disposal of equity interests and the fair value of the residual equity interests, minus the portion in the original subsidiary’s net assets measured on a continuous basis from the acquisition date that is enjoyable by the Group according to the original shareholding percentage in the subsidiary, is recorded in investment gains for the period when the Group’s control on the subsidiary ceases. Other comprehensive incomes in relation to the equity investment and the other owners’ equities changes except for the net gains and losses, other comprehensive income and profits distribution in the original subsidiary are treated on the same accounting basis as the acquiree directly disposes the relevant assets or liabilities (that is, except for the changes in the net liabilities or assets with a defined benefit plan resulted from re-measurement of the original subsidiary, the rest shall all be transferred into current investment gains) when such control ceases. And subsequent measurement is conducted on the residual equity interests according to the No.2 Accounting Standard for Business Enterprises-Long-term Equity Investments or the No.22 Accounting Standard for Business Enterprises-Recognition and Measurement of Financial Instruments. For the disposal of equity investment belongs to a package deal, should be considered as a transaction and conduct accounting treatment. However, Before losing control, every disposal cost and corresponding net assets balance of subsidiary of disposal investment are confirmed as other comprehensive income in consolidated financial statements, which together transferred into the current profits and losses in the lose of control, when the Group losing control on its subsidiary. 78 2014 Annual Report of Changchai Company, Limited For the disposal of the equity investment not belongs to a package deal, should be executed accounting treatment according to the relevant policies of partly disposing the equity investment of the subsidiaries under the situation not lose the control right before losing the control right; when losing the control right, the former should be executed accounting treatment according to the general disposing method of the disposal of the subsidiaries. 7. Classification of joint arrangements and accounting treatment of joint operations The Group classifies joint arrangements into joint operations and joint ventures。 A joint operation refers to a joint arrangement where the Group is the joint operations party of the joint arrangement and enjoys assets and has to bear liabilities related to the arrangement. The Company confirms the following items related to the interests share among the joint operations and executes accounting treatment according to the regulations of the relevant ASBE: (1) Recognizes the assets that it holds and bears in the joint operation and recognizes the jointly-held assets according to the Group’s stake in the joint operation; (2) Recognizes the liabilities that it holds and bears in the joint operation and recognizes the jointly-held liabilities according to the Group’s stake in the joint operation; (3) Recognizes the income from sale of the Group’s share in the output of the joint operation (4) Recognizes the income from sale of the joint operation’s outputs according to the Group’s stake in it (5) Recognizes the expense solely incurred to the Group and the expense incurred to the joint operation according to the Group’s stake in it. 8. Recognition standard for cash and cash equivalents In the Group’s understanding, cash and cash equivalents include cash on hand, any deposit that can be used for cover, and short-term (usually due within 3 months since the day of purchase) and high circulating investments, which are easily convertible into known amount of cash and whose risks in change of value are minimal. 9. Foreign currency businesses and translation of foreign currency financial statements (1) Foreign currency business Concerning the foreign-currency transactions that occurred, the foreign currency shall be converted into the recording currency according to the middle price of the market exchange rate disclosed by the People’s Bank of China on the date of the transaction. Among the said transactions that occurred, those involving foreign exchanges shall be converted according to the exchange rates adopted in the actual transactions. On the balance sheet date, the foreign-currency monetary assets and the balance of the liability account shall be converted into the recoding currency according to the middle price of the market exchange rates disclosed by the People’s Bank of China on the Balance Sheet Date. The difference between the recording-currency amount converted according to the exchange rate on the Balance Sheet Date and the original book recording-currency amount shall be recognized as gains/losses from foreign exchange. And the exchange gain/loss caused by the foreign-currency borrowings related to purchasing fixed assets shall be handled according to the principle of capitalizing borrowing expenses; the exchange gain/loss incurred in the establishment period shall be recorded into the establishment expense; others shall be recorded into the financial expenses for the current period. On the balance sheet date, the foreign-currency non-monetary items measured by historical cost shall be converted according to the middle price of the market exchange disclosed by the People’s Bank of China on the date of the transaction, with no changes in the 79 2014 Annual Report of Changchai Company, Limited original recording-currency amount; while the foreign-currency non-monetary items measured by fair value shall be converted according to the middle price of the market exchange disclosed by the People’s Bank of China on the date when the fair value is recognized, and the exchange gain/loss caused thereof shall be recognized as the gain/loss from fair value changes and recorded into the gain/loss of the current period. (2) Translation of foreign currency The assets and liabilities items among the balance sheet of the foreign operation shall be translated at a spot exchange rate on the balance sheet date. Among the owner’s equity items, except for the items as “undistributed profits”, other items shall be translated at the spot exchange rate at the time when they are incurred. And the revenues and expenses items among the balance sheet of the foreign operation shall be translated at the approximate exchange rate of the transaction date. The difference caused from the above transaction of the foreign currency statement should be listed in the other comprehensive income among the owners’ equities. 10. Financial instruments (1) Category of financial instruments The Company classifies the financial assets into four kinds such as trading financial assets, available-for-sale financial assets, accounts receivable and held-to-maturity investment according to the investment purpose and the economy nature. The Company classifies the financial liabilities into two kinds such as the financial liabilities measured by fair value with the changes included in the current gains and losses and the other financial liabilities measured by amortized cost according to the economy nature. (2) Recognition basis and measurement methods of financial instruments The trading financial assets should be measured by fair value with the changes of fair value included in the current gains and losses; the available-for-sale financial assets should be measured by fair value with the changes of fair value included in the owners’ equities; and the accounts receivable and the held-to-maturity investment should be measured by amortized cost. (3) Recognition basis and measurement methods of financial instruments transformation The Company transfers or delivers a financial asset to a party other than the issuer of the financial asset and the transformation of the financial assets could be whole of the financial assets or a part of it, which including two methods: The enterprise transfers the right to another party for receiving the cash flow of the financial asset; The enterprise transfers the financial asset to another party, but maintains the right to receive the cash flow of the financial asset and undertakes the obligation to pay the cash flow it receives to the final recipient. Where the Company has transferred a part or nearly all of the risks and rewards related to the ownership of the financial asset to the transferee, it shall stop recognizing the financial asset and the difference between the consideration received and the book value of the transferred financial assets should be recognized as gains and losses and at the same time transfers the accumulative gains or losses from the recognized financial assets among the original owners’ equities in the gains and losses; if it retained nearly all of the risks and rewards related to the ownership of the financial asset, it shall continue to recognize the whole or part of the financial assets and the consideration received be recognized as financial liabilities. Where the Company neither transfers nor retains nearly all of the risks and rewards related to the ownership of a financial asset, and it does not cease its control on the said financial asset, it recognizes the relevant financial asset and liability accordingly according to the extent of its continuous involvement in the transferred financial asset. (4) De-recognition conditions of financial liabilities Only when the prevailing obligations of a financial liability are relieved in all or in part may the recognition of the financial liability be terminated in all or partly. (5) Recognition methods of the fair value of main financial assets and financial liabilities 80 2014 Annual Report of Changchai Company, Limited As for the financial assets held by the Company or the financial liabilities plans to undertake, if there exists active market, should adopt the current offering price in the active market, and as for the financial assets plans to be purchased by the Company or the financial liabilities undertook, should adopt the current offering in the active market, and if there is no current offering price or asking price, should adopt the market quotation of the recent transactions or the adjusted market quotation of the recent transactions, except for there is definite evidence indicate the market quotation is not the fair value. Where there is no active market for a financial instrument, the enterprise concerned shall adopt value appraisal techniques, including the prices adopted by the parties, who are familiar with the condition, in the latest market transaction upon their own free will, the current fair value obtained by referring to other financial instruments of the same essential nature etc. (6) Impairment test method and withdrawal methods of impairment provision of financial assets (excluding accounts receivable) The Company shall carry out an inspection, on the balance sheet day, on the carrying amount of the financial assets other than those measured at their fair values and of which the variation is recorded into the profits and losses of the current period. Where there is any objective evidence proving that such financial asset has been impaired, an impairment provision shall be made. For the financial assets with significant single amount, if there is objective evidence indicates the occurred impairment, should recognize the impairment losses and should include which in the current gains and losses. As for the financial assets with insignificant single amount but not occur impairment, the Company should execute the impairment test by credit groups according to the credit degree of the customers and the actual situation of the happen of the bad debts over the years for recognizing the impairment losses. The expression “objective evidence proving that the financial asset has been impaired” refers to the actually incurred events which, after the financial asset is initially recognized, have an impact on the predicted future cash flow of the said financial asset that can be reliably measured by the enterprise. The objective evidences that can prove the impairment of a financial asset shall include: A serious financial difficulty occurs to the issuer or debtor; The debtor breaches any of the contractual stipulations, for example, fails to pay or delays the payment of interests or the principal, etc.; The creditor makes any concession to the debtor who is in financial difficulties due to economic or legal factors, etc.; The debtor will probably become bankrupt or carry out other financial reorganizations; The financial asset can no longer continue to be traded in the active market due to serious financial difficulties of the issuer; It is impossible to identify whether the cash flow of a certain asset within a certain combination of financial assets has decreased or not. But after making an overall appraisal according to the public data available, it is found that the predicted future cash flow of the said combination of financial assets has indeed decreased since it was initially recognized and such decrease can be measured, for example, the ability of the debtor of the said combination of financial assets worsens gradually, the unemployment rate of the country or region where the debtor is situated increases, the prices of the region where the guaranty is situated are obviously dropping, or the industrial sector concerned is in slump, etc.; Any seriously disadvantageous change has occurred to technical, market, economic or legal environment, etc. wherein the debtor operates its business, which makes the investor of an equity instrument unable to take back its investment; Where the fair value of the equity instrument investment drops significantly or not contemporarily; Other objective evidences showing the impairment of the financial asset. Where a financial asset measured on the basis of post-amortization costs is impaired, the carrying amount of the said financial asset shall be calculated by the difference between the book value and the current value of the predicted future cash flow of the impairment losses. Where any financial asset measured on the basis of post-amortization costs is recognized as having suffered from any impairment loss, if there is any objective evidence proving that the value of the said financial asset has been restored, and it is objectively related to the events that occur after such loss is recognized, the impairment-related losses as originally recognized shall be reversed and be 81 2014 Annual Report of Changchai Company, Limited recorded into the profits and losses of the current period. Where a sellable financial asset is impaired, even if the recognition of the financial asset has not been terminated, the accumulative losses arising from the decrease of the fair value of the owner’s equity which was directly included shall be transferred out and recorded into the profits and losses of the current period. 11. Receivables (1) Accounts receivable with significant single amount for which the bad debt provision is made individually Recognition criteria of accounts receivable with individual and significant amount: significant single amounts refers to the accounts receivable of the single amount more than RMB 1 million (RMB 1 million include) (including accounts receivable and other accounts receivable) Withdrawal method of the bad debt provision of the accounts receivable with significant single amounts: The Company makes an independent impairment test on the accounts receivable with significant single amount, and provision for bad debts shall withdrawn on the basis of the balance between the current values of the predicted future cash flow lower than book value. Upon independent impairment test, the accounts receivable with significant single amounts has not been impaired, it shall be withdrawn bad debt provision based on ending balance by adopting aging analysis method. (2) Method of recognizing the group basis and bad debt provision according to the accounts receivable which withdrew the bad debt provision by group: The Company divided the groups by taking the age of the accounts receivable as the credit risk portfolio and withdrew the bad debt provision by adopting aging analysis method. (3) Receivables with insignificant amount but being individually withdrawn the provision for bad debts Recognition criteria of accounts receivable with individual but insignificant amount: insignificant single amounts refers to the accounts receivable of the single amount lower than RMB 1 million (RMB 1 million include) (including accounts receivable and other accounts receivable). The reason and the withdrawal method of the bad debt provision of the accounts receivable with insignificant single amounts: As for an account receivable with an insignificant single amount and which can not show its risk feature when withdrawing a bad-bet provision for it on the group basis, the bad-debt provision for the account receivable shall be withdrawn based on the difference of the expected present value of the future cash flows of the account receivable that less than its carrying amount. The Company shall withdraw the bad-debt provision for such an account receivable by combining the aging method and individual judgment based on the debtor entity’s actual financial position, cash flows and other relevant information. (4) Proportion of the withdrawal of bad debts provision of accounts receivable by adopting aging analysis method: Withdrawal proportion of accounts Withdrawal proportion of other accounts Aging receivable (%) receivable (%) Within 1 year 2 2 1 to 2 years 5 5 2 to 3 years 15 15 3 to 4 years 30 30 4 to 5 years 60 60 Over 5 years 100 100 th th Withdrawal policy of bad debts provision of the related parties: According to the 4 Session of the 9 Board of Directors, as for the 82 2014 Annual Report of Changchai Company, Limited accounts receivable of the related parties of the Company which owned the sustainable operation ability, the bad debts provision should not exceed 60% at best. 12. Inventory (1) Category of Inventory Inventory refers to the held-for-sale finished products or commodities, goods in process, materials consumed in the production process or the process providing the labor service etc. Inventory is mainly including the raw materials, low priced and easily worn articles, unfinished products, inventories and work in process–outsourced etc. (2) Pricing method Purchasing and storage of the various inventories should be valued according to the planed cost and the dispatch be calculated according to the weighted average method; carried forward the cost of the finished products according to the actual cost of the current period and the sales cost according to the weighted average method. (3) Determination basis of the net realizable value of inventory and withdrawal method of the provision for falling price of inventory At the balance sheet date, inventories are measured at the lower of the cost and net realizable value. When all the inventories are checked roundly, for those which were destroyed, outdated in all or in part, sold at a loss, etc, the Company shall estimate the irrecoverable part of its cost and withdrawal the inventory falling price reserve at the year-end. Where the cost of the single inventory item is higher than the net realizable value, the inventory falling price reserve shall be withdrawn and recorded into profits and losses of the current period. Of which: in the normal production and operating process, as for the commodities inventory directly for sales such as the finished products, commodities and the materials for sales, should recognize the net realizable value according to the amount of the estimated selling price of the inventory minuses the estimated selling expenses and the relevant taxes; as for the materials inventory needs to be processed in the normal production and operating process, should recognize its net realizable value according to the amount of the estimated selling price of the finished products minuses the cost predicts to be occur when the production completes and the estimated selling expenses as well as the relevant taxes; on the balance sheet date, for the same inventory with one part agreed by the contract price and other parts not by the contract price, should be respectively recognized the net realizable value. For items of inventories relating to a product line that are produced and marketed in the same geographical area, have the same or similar end users or purposes, and cannot be practicably evaluated separately from other items in that product line provision for decline in value is determined on an aggregate basis; for large quantity and low value items of inventories, provision for decline in value is made based on categories of inventories. (4) The perpetual inventory system is maintained for stock system. (5) Amortization method of low-value consumption goods and packages Is one time amortization method of low-value consumption goods and packages when consuming. 13. Divided as assets held for sale The Company recognizes the components (or the non-current assets) which meet with the following conditions as assets held for sale: (1) The components must be immediately sold only according to the usual terms of selling this kind of components under the current conditions; (2) The Company had made solutions on disposing the components (or the non-current assets), for example, the Company should gain the approval from the shareholders according to the regulations and had acquired the approved from the Annual General Meeting or the relevant authority institutions; 83 2014 Annual Report of Changchai Company, Limited (3) The Company had signed the irrevocable transformation agreement with the transferee; (4) The transformation should be completed within 1 year. 14. Long-term equity investments (1) Judgment standard of joint control and significant influences Joint control, refers to the control jointly owned according to the relevant agreement on an arrangement by the Company and the relevant activities of the arrangement should be decided only after the participants which share the control right make consensus. Significant influence refers to the power of the Group which could anticipate in the finance and the operation polices of the investees, but could not control or jointly control the formulation of the policies with the other parties. (2) Recognition for initial investment cost The initial investment cost of the long-term equity investment shall be recognized by adopting the following ways in accordance with different methods of acquisition: ① As for those forms under the same control of the enterprise combine, if the combine party takes the cash payment, non-cash assets transformation, liabilities assumption or equity securities issuance as the combination consideration, should take the shares of the book value by the ultimate control party in the consolidate financial statement of the owners’ equities of the combiners acquired on the merger date as the initial investment cost. The difference between the initial investment cost and the book value of the paid combination consideration or the total amount of the issued shares of the long-term equity investment should be adjusted the capital reserve; If the capital reserve is insufficient to dilute, the retained earnings shall be adjusted. To include each direct relevant expense occurred when executing the enterprise merger into the current gains and losses; while the handling charges and commission occurs from the issuing the equity securities or the bonds for the enterprise merger should be included in the initial measurement amount of the shareholders’ equities or the liabilities. ② As for long-term equity investment acquired through the merger of enterprises not under the same control, its initial investment cost shall regard as the combination cost calculated by the fair value of the assets, equity instrument issued and liabilities incurred or undertaken on the purchase date adding the direct cost related with the acquisition. The identifiable assets of the combined party and the liabilities (including contingent liability) undertaken on the combining date shall be measured at the fair value without considering the amount of minority interest. The acquirer shall recognize the positive balance between the combination costs and the fair value of the identifiable net assets it obtains from the acquiree as business reputation. The acquirer shall record the negative balance between the combination costs and the fair value of the identifiable net assets it obtains from the acquiree into the consolidated income statement directly. The agent expense and other relevant management expenses such as the audit, legal service and evaluation consultation occurs from the enterprise merger, should be included in the current gains and losses when occur; while the handling charges and commission occurs from the issuing the equity securities or the bonds for the enterprise merger should be included in the initial measurement amount of the shareholders’ equities or the liabilities. ③ Long-term equity investment obtained by other means The initial cost of a long-term equity investment obtained by making payment in cash shall be the purchase cost which is actually paid. The initial cost of a long-term equity investment obtained on the basis of issuing equity securities shall be the fair value of the equity securities issued. The initial cost of a long-term equity investment of an investor shall be the value stipulated in the investment contract or agreement, the unfair value stipulated in the contract or agreement shall be measured at fair value. As for long-term investment obtained by the exchange of non-monetary assets, where it is commercial in nature, the fair value of the assets surrendered shall be recognized as the initial cost of the long-term equity investment received; where it is not commercial in 84 2014 Annual Report of Changchai Company, Limited nature, the book value of the assets surrendered shall be recognized as the initial cost of the long-term equity investment received. The initial cost of a long-term equity investment obtained by recombination of liabilities shall be recognized at fair value of long-term equity investment. (3) Subsequent measurement and recognition of profits and losses ① An investment in the subsidiary company shall be measured by employing the cost method Where the Company hold, and is able to do equity investment with control over an invested entity, the invested entity shall be its subsidiary company. Where the Company holds the shares of an entity over 50%, or, while the Company holds the shares of an entity below 50%, but has a real control to the said entity, then the said entity shall be its subsidiary company. ② An investment in the joint enterprise or associated enterprise shall be measured by employing the equity method Where the Company hold, and is able to do equity investment with joint control with other parties over an invested entity, the invested entity shall be its joint enterprise. Where the Company hold, and is able to have equity investment with significant influences on an invested entity, the invested entity shall be its associated entity. After the Company acquired the long-term equity investment, should respectively recognize investment income and other comprehensive income according to the net gains and losses as well as the portion of other comprehensive income which should be enjoyed or be shared, and at the same time adjust the book value of the long-term equity investment; corresponding reduce the book value of the long-term equity investment according to profits which be declared to distribute by the investees or the portion of the calculation of cash dividends which should be enjoyed; for the other changes except for the net gains and losses, other comprehensive income and the owners’ equity except for the profits distribution of the investees, should adjust the book value of the long-term equity investment as well as include in the owners’ equity . The investing enterprise shall, on the ground of the fair value of all identifiable assets of the invested entity when it obtains the investment, recognize the attributable share of the net profits and losses of the invested entity after it adjusts the net profits of the invested entity. If the accounting polices adopted by the investees is not accord with that of the Group, should be adjusted according to the accounting policies of the Group and the financial statement of the investees during the accounting period and according which to recognize the investment income as well as other comprehensive income. For the transaction happened between the Company and associated enterprises as well as joint ventures, if the assets launched or sold not form into business, the portion of the unrealized gains and losses of the internal transaction, which belongs to the Group according to the calculation of the enjoyed proportion, should recognize the investment gains and losses on the basis. But the losses of the unrealized internal transaction happened between the Company and the investees which belongs to the impairment losses of the transferred assets, should not be neutralized. The Company shall recognize the net losses of the invested enterprise according to the following sequence: first of all, to write down the book value of the long-term equity investment. Secondly, if the book value of the long-term equity investment is insufficient for written down, should be continued to recognized the investment losses limited to the book value of other long-term equity which forms of the net investment of the investees and to written down the book value of the long-term accounts receivable etc. Lastly, through the above handling, for those should still undertake the additional obligations according to the investment contracts or the agreements, it shall be recognized as the estimated liabilities in accordance with the estimated duties and then recorded into investment losses at current period. If the invested entity realizes any net profits later, the Group shall, after the amount of its attributable share of profits offsets against its attributable share of the un-recognized losses, resume recognizing its attributable share of profits. In the preparation for the financial statements, the balance existed between the long-term equity investment increased by acquiring shares of minority interest and the attributable net assets on the subsidiary calculated by the increased shares held since the purchase date (or combination date), the capital reserves shall be adjusted, if the capital reserves are not sufficient to offset, the retained profits shall be adjusted; the Company disposed part of the long-term equity investment on subsidiaries without losing its controlling right 85 2014 Annual Report of Changchai Company, Limited on them, the balance between the disposed price and attributable net assets of subsidiaries by disposing the long-term equity investment shall be recorded into owners’ equity. For other ways on disposal of long-term equity investment, the balance between the book value of the disposed equity and its actual payment gained shall be recorded into current profits and losses. For the long-term equity investment measured by adopting equity method, if the remained equity after disposal still adopts the equity method for measurement, the other comprehensive income originally recorded into owners’ equity should adopt the same basis of the accounting disposal of the relevant assets or liabilities directly disposed by the investees according to the corresponding proportion. The owners’ equity recognized owning to the changes of the other owners’ equity except for the net gains and losses, other comprehensive income and the profits distribution of the investees, should be transferred into the current gains and losses according to the proportion. For the long-term equity investment which adopts the cost method of measurement, if the remained equity still adopt the cost method, the other comprehensive income recognized owning to adopting the equity method for measurement or the recognition and measurement standards of financial instrument before acquiring the control of the investees, should adopt the same basis of the accounting disposal of the relevant assets or liabilities directly disposed by the investees and should be carried forward into the current gains and losses according to the proportion; the changes of the other owners’ equity except for the net gains and losses, other comprehensive income and the profits distribution among the net assets of the investees which recognized by adopting the equity method for measurement, should be carried forward into the current gains and losses according to the proportion. For those the Company lost the control of the investees by disposing part of the equity investment as well as the remained equity after disposal could execute joint control or significant influences on the investees, should change to measure by equity method when compiling the individual financial statement and should adjust the measurement of the remained equity to equity method as adopted since the time acquired; if the remained equity after disposal could not execute joint control or significant influences on the investees, should change the accounting disposal according to the relevant regulations of the recognition and measurement standards of financial instrument, and its difference between the fair value and book value on the date lose the control right should be included in the current gains and losses. For the other comprehensive income recognized by adopting equity method for measurement or the recognition and measurement standards of financial instrument before the Group acquired the control of the investees, should execute the accounting disposal by adopting the same basis of the accounting disposal of the relevant assets or liabilities directly disposed by the investees when lose the control of them, while the changes of the other owners’ equity except for the net gains and losses, other comprehensive income and the profits distribution among the net assets of the investees which recognized by adopting the equity method for measurement, should be carried forward into the current gains and losses according to the proportion. Of which, for the disposed remained equity which adopted the equity method for measurement, the other comprehensive income and the other owners’ equity should be carried forward according to the proportion; for the disposed remained equity which changed to execute the accounting disposal according to the recognition and measurement standards of financial instrument, the other comprehensive income and the other owners’ equity should be carried forward in full amount. For those the Company lost the control of the investees by disposing part of the equity investment, the disposed remained equity should change to calculate according to the recognition and measurement standards of financial instrument, and difference between the fair value and book value on the date lose the control right should be included in the current gains and losses. For the other comprehensive income recognized from the original equity investment by adopting the equity method, should execute the accounting disposal by adopting the same basis of the accounting disposal of the relevant assets or liabilities directly disposed by the investees when terminate the equity method for measurement, while for the owners’ equity recognized owning to the changes of the other owner’s equity except for the net gains and losses, other comprehensive income and the profits distribution of the investees, should be transferred into the current investment income with full amount when terminate adopting the equity method. 15. Investment real estates 86 2014 Annual Report of Changchai Company, Limited Measurement mode of investment real estates: Measurement of cost method Depreciation or amortization method: The investment real estate shall be measured at its cost. Of which, the cost of an investment real estate by acquisition consists of the acquisition price, relevant taxes, and other expense directly relegated to the asset; the cost of a self-built investment real estate composes of the necessary expenses for building the asset to the hoped condition for use. The investment real estates invested by investors shall be recorded at the value stipulated in the investment contracts or agreements, but the unfair value appointed in the contract or agreement shall be entered into the account book at the fair value. As for withdrawal basis of provision for impairment of investment real estates, please refer to withdrawal method for provision for impairment of fixed assets. 16. Fixed assets (1) Conditions for recognition Fixed assets refers to the tangible assets that simultaneously possess the features as follows: (a) they are held for the sake of producing commodities, rendering labor service, renting or business management; and (b) their useful life is in excess of one fiscal year. The fixed assets are only recognized when the relevant economic benefits probably flow in the Company and its cost could be reliable measured. (2) Depreciation method of various fixed assets Category of fixed assets Method Useful life (Year) Annual deprecation (%) Houses and buildings Average method of useful life 20-40 2.50-5 Machine equipment Average method of useful life 6-15 6.67-16.67 Transportation equipment Average method of useful life 5-10 10-20 Other equipment Average method of useful life 5-10 10-20 (3) Recognition basis, pricing and depreciation method of fixed assets by finance lease The Company recognizes those meet with the following one or certain standards as the fixed assets by finance lease: ① The leasing contract had agreed that (or made the reasonable judgment according to the relevant conditions on the lease starting date) when the lease term expires, the ownership of leasing the fixed assets could be transferred to the Company; ② The Company owns the choosing right for purchasing and leasing the fixed assets, with the set purchase price which is estimated far lower than the fair value of the fixed assets by finance lease when executing the choosing right, so the Company could execute the choosing right reasonably on the lease starting date; ③ Even if the ownership of the fixed assets not be transferred, the lease period is of 75% or above of the useful life of the lease fixed assets; ④ The current value of the minimum lease payment on the lease starting date of the Company is equal to 90% or above of the fair value of the lease fixed assets on the lease starting date; the current value of the minimum lease receipts on the lease starting date of the leaser is equal to 90% or above of the fair value of the lease fixed assets on the lease starting date; ⑤ The nature of the lease assets is special that only the Company could use it if not execute large transformation. The fixed assets by finance lease should take the lower one between the fair value of the leasing assets and the current value of the minimum lease payment on the lease starting date as the entry value. As for the minimum lease payment which be regarded as the entry value of the long-term accounts payable, its difference should be regarded as the unrecognized financing expense. For the 87 2014 Annual Report of Changchai Company, Limited initial direct expenses occur in the lease negotiations and the signing process of the lease contracts that attribute to the handling expenses, counsel fees, travel expenses and stamp taxes of the lease items, should be included in the charter-in assets value. The unrecognized financing expenses should be amortized by adopting the actual interest rate during the period of the lease term. The fixed assets by finance lease shall adopt the same depreciation policy for self-owned fixed assets. If it is reasonable to be certain that the lessee will obtain the ownership of the leased asset when the lease term expires, the leased asset shall be fully depreciated over its useful life. If it is not reasonable to be certain that the lessee will obtain the ownership of the leased asset at the expiry of the lease term, the leased asset shall be fully depreciated over the shorter one of the lease term or its useful life 17. Construction in process (1) Valuation of the progress in construction Construction in progress shall be measured at actual cost. Self-operating projects shall be measured at direct materials, direct wages and direct construction fees; construction contract shall be measured at project price payable; project cost for plant engineering shall be recognized at value of equipments installed, cost of installation, trail run of projects. Costs of construction in process also include borrowing costs and exchange gains and losses, which should be capitalized. (2) Standardization on construction in process transferred into fixed assets and time point The construction in process, of which the fixed assets reach to the predicted condition for use, shall carry forward fixed assets on schedule. The one that hasn’t audit the final accounting shall recognize the cost and make depreciation in line with valuation value. The construction in process shall adjust the original valuation value at its historical cost but not adjust the depreciation that has been made after auditing the final accounting. 18. Borrowing costs (1) Recognition principle of capitalization of borrowing costs The borrowing costs shall include the interest on borrowings, amortization of discounts or premiums on borrowings, ancillary expenses, and exchange balance on foreign currency borrowings. Where the borrowing costs occurred belong to specifically borrowed loan or general borrowing used for the acquisition and construction of investment real estates and inventories over one year (including one year) shall be capitalized, and record into relevant assets cost. Other borrowing costs shall be recognized as expenses on the basis of the actual amount incurred, and shall be recorded into the current profits and losses. The borrowing costs shall not be capitalized unless they simultaneously meet the following three requirements: (1) The asset disbursements have already incurred; (2) The borrowing costs have already incurred; and (3) The acquisition and construction or production activities which are necessary to prepare the asset for its intended use or sale have already started. (2) The period of capitalization of borrowing costs The borrowing costs arising from acquisition and construction of fixed assets, investment real estates and inventories, if they meet the above-mentioned capitalization conditions, the capitalization of the borrowing costs shall be measured into asset cost before such assets reach to the intended use or sale, Where acquisition and construction of fixed assets, investment real estates and inventories is interrupted abnormally and the interruption period lasts for more than 3 months, the capitalization of the borrowing costs shall be suspended, and recorded into the current expense, till the acquisition and construction of the assets restarts. When the qualified asset is ready for the intended use or sale, the capitalization of the borrowing costs shall be ceased, the borrowing costs occurred later shall be included into the financial expense directly at the current period. (3) Measurement method of capitalization amount of borrowing costs As for specifically borrowed loans for the acquisition and construction or production of assets eligible for capitalization, the 88 2014 Annual Report of Changchai Company, Limited to-be-capitalized amount of interests shall be determined in light of the actual cost incurred of the specially borrowed loan at the present period minus the income of interests earned on the unused borrowing loans as a deposit in the bank or as a temporary investment. Where a general borrowing is used for the acquisition and construction or production of assets eligible for capitalization, the enterprise shall calculate and determine the to-be-capitalized amount of interests on the general borrowing by multiplying the weighted average asset disbursement of the part of the accumulative asset disbursements minus the general borrowing by the capitalization rate of the general borrowing used. The capitalization rate shall be calculated and determined in light of the weighted average interest rate of the general borrowing. 19. Intangible assets (1) Pricing method of intangible assets Intangible assets purchased should take the actual payment and the relevant other expenses as the actual cost. For the intangible assets invested by the investors should be recognized the actual cost according to the value of the investment contracts or agreements, however, for the value of the contracts or agreements is not fair, the actual cost should be recognized according to the fair value. For the intangible assets acquires from the exchange of the non-currency assets, if own the commercial nature, should be recorded according to the fair value of the swap-out assets; for those not own the commercial nature, should be recorded according to the book value of the swap-out assets. For the intangible assets acquires from the debts reorganization should be recognized by the fair value. (2) Amortization method and term of intangible assets As for the intangible assets with limited service life, which are amortized by straight-line method when it is available for use within the service period, shall be recorded into the current profits and losses. The Company shall, at least at the end of each year, check the service life and the amortization method of intangible assets with limited service life. When the service life and the amortization method of intangible assets are different from those before, the years and method of the amortization shall be changed. Intangible assets with uncertain service life may not be amortized. However, the Company shall check the service life of intangible assets with uncertain service life during each accounting period. Where there are evidences to prove the intangible assets have limited service life, it shall be estimated of its service life, and be amortized according to the above method mentioned. The rights to use land of the Company shall be amortized according to the rest service life. (3) Accounting polices of internal R & D expenses The internal research and development projects of an enterprise shall be classified into research phase and development phase: the term “research” refers to the creative and planned investigation to acquire and understand new scientific or technological knowledge; the term “development” refers to the application of research achievements and other knowledge to a certain plan or design, prior to the commercial production or use, so as to produce any new material, device or product, or substantially improved material, device and product. The Company collects the expenses of the corresponding phases according to the above standard of classifying the research phase and the development phase. The research expenditures for its internal research and development projects of an enterprise shall be recorded into the profit or loss for the current period. The development expenditures for its internal research and development projects of an enterprise may be capitalized when they satisfy the following conditions simultaneously: it is feasible technically to finish intangible assets for use or sale; it is intended to finish and use or sell the intangible assets; the usefulness of methods for intangible assets to generate economic benefits shall be proved, including being able to prove that there is a potential market for the products manufactured by applying the intangible assets or there is a potential market for the intangible assets itself or the intangible 89 2014 Annual Report of Changchai Company, Limited assets will be used internally; it is able to finish the development of the intangible assets, and able to use or sell the intangible assets, with the support of sufficient technologies, financial resources and other resources; the development expenditures of the intangible assets can be reliably measured. 20. Impairment of long-term assets For non-current financial Assets of fixed Assets, projects under construction, intangible Assets with limited service life, investing real estate with cost model, long-term equity investment of subsidiaries, cooperative enterprises and joint ventures, the Group should judge whether decrease in value exists on the date of balance sheet. Recoverable amounts should be tested for decrease in value if it exists. Other intangible Assets of reputation and uncertain service life and other non-accessible intangible assets should be tested for decrease in value no matter whether it exists. If the recoverable amount is less than book value in impairment test results, the provision for impairment of differences should include in impairment loss. Recoverable amounts would be the higher of net value of asset fair value deducting disposal charges or present value of predicted cash flow. Asset fair value should be determined according to negotiated sales price of fair trade. If no sales agreement exists but with asset active market, fair value should be determined according to the Buyer’s price of the asset. If no sales agreement or asset active market exists, asset fair value could be acquired on the basis of best information available. Disposal expenses include legal fees, taxes, cartage or other direct expenses of merchantable Assets related to asset disposal. Present value of predicted asset cash flow should be determined by the proper discount rate according to Assets in service and predicted cash flow of final disposal. Asset depreciation reserves should be calculated on the basis of single Assets. If it is difficult to predict the recoverable amounts for single Assets, recoverable amounts should be determined according to the belonging asset group. Asset group is the minimum asset combination producing cash flow independently. In impairment test, book value of the business reputation in financial report should be shared to beneficial asset group and asset group combination in collaboration of business merger. It is shown in the test that if recoverable amounts of shared business reputation asset group or asset group combination are lower than book value, it should determine the impairment loss. Impairment loss amount should firstly be deducted and shared to the book value of business reputation of asset group or asset group combination, then deduct book value of all assets according to proportions of other book value of above assets in asset group or asset group combination except business reputation. After the asset impairment loss is determined, recoverable value amounts would not be returned in future. 21. Amortization method of long-term deferred expenses Long-term deferred expanses of the Company shall be recorded in light of the actual expenditure, and amortized averagely within benefit period. In case of no benefit in the future accounting period, the amortized value of such project that fails to be amortized shall be transferred into the profits and losses of the current period. 22. Payroll (1) Accounting treatment of short-term compensation Short-term compensation mainly including salary, bonus, allowances and subsidies, employee services and benefits, medical insurance premiums, birth insurance premium, industrial injury insurance premium, housing fund, labor union expenditure and personnel education fund, non-monetary benefits etc. The short-term compensation actually happened during the accounting period when the active staff offering the service for the Group should be recognized as liabilities and is included in the current gains and 90 2014 Annual Report of Changchai Company, Limited losses or relevant assets cost. Of which the non-monetary benefits should be measured according to the fair value. (2) Accounting treatment of the welfare after demission The Company classifies the welfare plans after demission into defined contribution plans and defined benefit plans. Welfare plans after demission refers to the agreement on the welfare after demission reaches between the Company and the employees, or the regulations or methods formulated by the Company for providing the welfare after demission for the employees. Of which, defined contribution plans refers to the welfare plans after demission that the Company no more undertake the further payment obligations after the payment of the fixed expenses for the independent funds; defined benefit plans, refers to the welfare plans after demission except for the defined contribution plans. Defined contribution plans During the accounting period that the Company providing the service for the employees, the Company should recognize the liabilities according to the deposited amount calculated by defined contribution plans, and should be included in the current gains and losses or the relevant assets cost. (3) Accounting treatment of the demission welfare The Company should recognize the payroll payment liabilities occur from the demission welfare according to the earlier date between the following two conditions and include which in the current gains and losses when providing the demission welfare for the employees: the Company could not unilaterally withdraw the demission welfare owning to the relieve plans of the labor relationship or reduction; when the Company recognizing the costs or expenses related to the reorganization involves with the demission welfare payments. 23. Estimated liabilities (1) Criteria of estimated liabilities Only if the obligation pertinent to a contingencies shall be recognized as an estimated debts when the following conditions are satisfied simultaneously: ① That obligation is a current obligation of the Company; ② It is likely to cause any economic benefit to flow out of the Company as a result of performance of the obligation; and ③ The amount of the obligation can be measured in a reliable way. (2) Measurement of estimated liabilities The Company shall measure the estimated debts in accordance with the best estimate of the necessary expenses for the performance of the current obligation. The Company shall check the book value of the estimated debts on the Balance Sheet Date. If there is any conclusive evidence proving that the said book value can’t truly reflect the current best estimate, the Company shall, subject to change, make adjustment to carrying value to reflect the current best estimate. 24. Revenue (1) Recognition of revenue from sale of goods: the revenue from selling shall be recognized by the following conditions: The significant risks and rewards of ownership of the goods have been transferred to the buyer by the Company; the Company retains neither continuous management right that usually keeps relation with the ownership nor effective control over the sold goods; the relevant amount of revenue can be measured in a reliable way; the relevant revenue and costs of selling goods can be measured in a reliable way. The amount of the revenue from selling shall ascertain the revenue incurred by selling goods in accordance with the received or receivable price stipulated in the contract or agreement signed between the enterprise and the buyer, unless the received 91 2014 Annual Report of Changchai Company, Limited or receivable amount as stipulated in the contract or agreement is unfair. (2) Recognition of revenue from providing labor services: When the total revenue and costs from providing labor can be measured in a reliable way; the relevant economic benefits are likely to flow into the enterprise; the schedule of completion under the transaction can be measured in a reliable way, the revenue from providing labor shall be recognized. If the Company can reliably estimate the outcome of a transaction concerning the labor services it provides, it shall recognize the revenue from providing services employing the percentage-of-completion method on the date of the balance sheet, otherwise the revenue from the providing of labor services shall be recognized in accordance with the amount of the cost of labor services incurred and expected to be compensated. The Company recognized the completion process of the transaction concerning the labor services according to the proportion of the occurred cost of the estimated total cost. The total amount of the revenue from providing services should be recognized according to the contract price received or receivable from the accepting of the labor services or the agreement price except for those unfair prices. (3) Recognition of the revenue from transferring use rights of assets: When the relevant economic benefits are likely to flow into the enterprises and the amount of revenues can be measured in a reliable way, the revenue from abalienating the right to use assets shall be recognized. The amount of interest revenue should be measured and confirmed in accordance with the length of time for which the enterprise's cash is used by others and the actual interest rate;the amount of royalty revenue should be measured and confirmed in accordance with the period and method of charging as stipulated in the relevant contract or agreement;as for the rental revenue: the amount of the rental revenue from the operation lease should be recognized according to the straight-line method during each period of the lease term or accrued into the current gains and losses if rental actual occurred. 25. Government subsidies (1) Category A government subsidy means the monetary or non-monetary assets obtained free by an enterprise from the government. Government subsidies consist of the government subsidies pertinent to assets and government subsidies pertinent to income according to the relevant government documents. For those the government documents not definite stipulate the assistance object, the judgment basis of the Company classifies the government subsidies pertinent to assets and government subsidies pertinent to income is: whether are used for purchasing or constructing or for forming the long-term assets by other methods. (2) Recognition of the government subsidies The government subsidies should be recognized only when meet with the attached conditions of the government subsidies as well as could be acquired. If the government subsidies are the monetary assets, should be measured according to the received or receivable amount; and for the government subsidies are the non-monetary assets, should be measured by fair value. (3) Accounting treatments The government subsidies pertinent to assets shall be recognized as deferred income, equally distributed within the useful lives of the relevant assets, and included in the current profits and losses. The government subsidies pertinent to incomes shall be treated respectively in accordance with the circumstances as follows: those subsidies used for compensating the related future expenses or losses of the enterprise shall be recognized as deferred income and shall included in the current profits and losses during the period when the relevant expenses are recognized; or those subsidies used for compensating the related expenses or losses incurred to the enterprise shall be directly included in the current profits and losses. 26. Deferred income tax assets and liabilities 92 2014 Annual Report of Changchai Company, Limited (1) Basis of recognizing the deferred income tax assets According to the difference between the book value of the assets and liabilities and their tax basis, A deferred tax assets shall be measured in accord with the tax rates that are expected to apply to the period when the asset is realized or the liability is settled. The recognition of the deferred income tax assets is limited by the income tax payable that the Company probably gains for deducting the deductible temporary differences. At the balance sheet date, where there is strong evidence showing that sufficient taxable profit will be available against which the deductible temporary difference can be utilized, the deferred tax asset unrecognized in prior period shall be recognized. The Company assesses the carrying amount of deferred tax asset at the balance sheet date. If it’s probable that sufficient taxable profit will not be available against which the deductible temporary difference can be utilized, the Company shall write down the carrying amount of deferred tax asset, or reverse the amount written down later when it’s probable that sufficient taxable profit will be available (2) Basis of recognizing the deferred income tax liabilities According to the difference between the book value of the assets and liabilities and their tax basis, A deferred tax liabilities shall be measured in accord with the tax rates that are expected to apply to the period when the asset is realized or the liability is settled. 27. Lease (1) Accounting treatment of operating lease Lessee in an operating lease shall treat the lease payment under an operating lease as a relevant asset cost or the current profit or loss on a straight-line basis over the lease term. The initial direct costs incurred shall be recognized as the current profit or loss; Contingent rents shall be charged as expenses in the periods in which they are incurred. Lessors in an operating lease shall be recognized as the current profit or loss on a straight-line basis over the lease term; Initial direct costs incurred by lessors shall be recognized as the current profit or loss; the initial direct expenses occur should be directly included in the current gains and losses except for those with larger amount and be capitalized as well as be included in the gains and losses by stages. Contingent rents shall be charged as expenses in the periods in which they are incurred. (2) Accounting treatments of financial lease When the Company as the lessee, On the lease beginning date, the Company shall record the lower one of the fair value of the leased asset and the present value of the minimum lease payments on the lease beginning date as the entering value in an account, recognize the amount of the minimum lease payments as the entering value in an account of long-term account payable, and treat the balance between the recorded amount of the leased asset and the long-term account payable as unrecognized financing charges and the occurred initial direct expenses, should be recorded in the lease assets value. During each lease period, should recognize the current financing expenses by adopting the actual interest rate. When the Company as the leasor and on the beginning date of the lease term, the Company shall recognize the sum of the minimum lease receipts on the lease beginning date and the initial direct costs as the entering value in an account of the financing lease values receivable, and record the unguaranteed residual value at the same time. The balance between the sum of the minimum lease receipts, the initial direct costs and the unguaranteed residual value and the sum of their present values shall be recognized as unrealized financing income. During each lease period, should recognize the current financing revenues adopting the actual interest rate. 28. Other significant accounting policies and estimates (1) Operation termination Operation termination refers to the compose part that meet with one of the following conditions which had been disposed by the 93 2014 Annual Report of Changchai Company, Limited Group or be classified to held-to-sold as well as could be individually distinguished in operating and compiling the financial statement: ① The compose part represents an individual main business or a main operation area; ② The compose part is a part intends to dispose and plan an individual main business or a main operation area; ③ The compose part is a subsidiary which be acquired only for resold. (2) Hedging accounting The term “hedging” refers to one or more hedging instruments which are designated by an enterprise for avoiding the risks of foreign exchange, interest rate, commodity price, stock price, credit and etc., and which is expected to make the changes in fair value or cash flow of hedging instrument(s) to offset all or part of the changes in the fair value or cash flow of the hedged item. The term “hedging instrument” shall refer to a derivative instrument which is designated by an enterprise for hedging and by which it is expected that changes in its fair value or cash flow can offset the changes in fair value or cash flow of the hedged item. For a hedging of foreign exchange risk, a non-derivative financial asset or non-derivative financial liability may be used as a hedging instrument. The “hedged item” shall refer to the following items which make an enterprise faced to changes in fair value or cash flow and are designated as the hedged objectives. The hedging should be executed by the hedging accounting methods when satisfying the following conditions at the same time: ① At the commencement of the hedging, the enterprise shall specify the hedging relationship formally (namely the relationship between the hedging instrument and the hedged item) and prepare a formal written document on the hedging relationship, risk management objectives and the strategies of hedging. ② The hedging expectation is highly efficient and meets the risk management strategy, which is confirmed for the hedging relationship by enterprise at the very beginning. ③ For a cash flow hedging of forecast transaction, the forecast transaction shall be likely to occur and shall make the enterprise faced to the risk of changes in cash flow, which will ultimately affect the profits and losses. ④ The effectiveness of hedging can be reliably measured. ⑤ The hedging is highly effective in accounting period in which the hedging relationship is specified. 29. Changes in main accounting policies and estimates (1) Change of accounting policies Alteration of the accounting polices led by executing the new ASBE At the year-begin of 2014, the Ministry of Finance issued No. 39 of ASBE—Fair Value Measurement, No. 30 of ASBE—Presentation of Financial Statements (revised in 2014), No. 9 of ASBE—Employee Compensation (revised in 2014), No. 33 of ASBE—Consolidation Financial Statement (revised in 2014). No. 40 of ASBE—Joint Venture Arrangement, No. 2 of ASBE—Long-term Investment (revised in 2014) and No. 41 of ASBE—Equity Disclosure of Other Entities which respectively by C-H [2014] No.6, No. 7, No. 8, No. 10, No. 11, No. 14 and No. 16 which be required to execute among the enterprises that applied the ASBE since 1 Jul. 2014 as well as encouraged the enterprises listed overseas to execute in advance. At the same time, the Ministry of Finance issued No. 37 of ASBE—Presentation of Financial Instruments (revised in 2014) as C-H [2014] No. 23 (hereinafter referred to Presentation Guidelines of Financial Instruments for short), which be required to present the financial instruments according to the requirements of the guidelines in Y2014 and the following period among the financial statement. The Company began to execute the above 7 new issued or revised enterprises principles except for the presentation guidelines of financial instruments since 1 Jul. 2014 and began to execute the presentation guidelines of financial instruments when compiling the 2014 financial report. 94 2014 Annual Report of Changchai Company, Limited The Company adjusted according to the relative requirements of each guideline, while the influences on the financial statement items during each term of the comparable period of the presentation as well as the amount were as follows: Content of the changed accounting Report items significantly 2013 2012 influenced policies -45,200,000.00 -45,200,000.00 According to No. 2 of ASBE-Long-term Long-term equity investment Equity Investment (revised in 2014) Available-for-sale financial 45,200,000.00 45,200,000.00 assets -61,894,052.94 -62,558,726.56 Other non-current liabilities 61,894,052.94 62,558,726.56 According to No. 30 of Deferred income -277,847,575.00 -377,934,225.00 ASBE-Presentation of Financial Capital reserve Statement (revised in 2014) 66,730.67 32,070.75 Translation reserve 277,780,844.33 377,902,154.25 Other comprehensive income (2) Change of main accounting estimates There was no any change of main accounting estimates during the reporting period. 30. Critical accounting judgments and estimates Due to the inside uncertainty of operating activity, the Group needed to make judgments, estimates and assumption on the book value of the accounts without accurate measurement during the employment of accounting policies. And these judgments, estimates and assumption were made basing on the prior experience of the senior executives of the Group, as well as in consideration of other factors. These judgments, estimates and assumption would also affect the report amount of income, costs, assets and liabilities, as well as the disclosure of contingent liabilities on balance sheet date. However, the uncertainty of these estimates was likely to cause significant adjustment on the book value of the affected assets and liabilities. The Group would check periodically the above judgments, estimates and assumption on the basis of continuing operation. For the changes in accounting estimates only affected on the current period, the influence should be recognized at the period of change occurred; for the changes in accounting estimates affected the current period and also the future period, the influence should be recognized at the period of change occurred and future period. On the balance sheet date, the Group needed to make judgments, estimates and assumption on the accounts in the following important items: (1) Provision for bad debts In accordance with the accounting policies of accounts receivable, the Group measured the losses for bad debts by adopting allowance method. The impairment of accounts receivable was based on the appraisal of the recoverability of accounts receivable. The impairment of accounts receivable was dependent on the judgment and estimates. The actual amount and the difference of 95 2014 Annual Report of Changchai Company, Limited previous estimates would affect the book value of accounts receivable and the withdrawal and reversal on provision for bad debts of accounts receivable during the period of estimates being changed. (2) Provision for falling price of inventories In accordance with the accounting policies of inventories, for the inventories that the costs were more than the net realizable value as well as out-of-date and dull-sale inventories, the Group withdrawn the provision for falling price of inventories on the lower one between costs and net realizable value. Evaluating the falling price of inventories needed the management level gain the valid evidence and take full consideration of the purpose of inventories, influence of events after balance sheet date and other factors, and then made relevant judgments and estimates. The actual amount and the difference of previous estimates would affect the book value of inventories and the withdrawal and reversal on provision for bad debts of inventories during the period of estimates being changed. (3) Held-to-maturity investment The Company classifies the non-derivative financial assets which meet with conditions with fixed or confirmable repayment amount and fixed maturity date as well as the Company owns definite intention and ability to hold until mature as the held-to-maturity investment. To execute the classification needs large judgment. In the process of executing the judgment, the Company would assess the intention and ability of the investment which hold until the due date. Except for the particular situation (for example, selling the investment with insignificant amount when approaching the due date), if the Company fails to hold the investment until the due date, should re-classify the investment to the available-for-sale financial assets and would no more be classified as the held-to-maturity investment in the current fiscal year as well as the afterward two complete fiscal years. If there exits such situation, that would probably cause significant influences on the value of the relevant financial assets presented on the financial statement and may influence the risks management strategies of the financial instruments of the Company. (4) Held-to-maturity investment impairment The Company confirms whether the held-to-maturity investment has impairment depends on the judgment from the management layer to a large extent. The objective evidences of the impairments including the issuers which occur serious financial difficulties that lead the financial assets could not continue to trade in the active market and to execute the contracts regulations (for example, to return the interests or the principal violates a treaty) etc. In the process of executing judgment, the Company needs to evaluate the influences of the objective evidences of the impairment on the estimated future cash flow. (5) The impairment of financial assets available for sale The Group judged whether the financial assets available for sale were impaired relying heavily on the judgment and assumption of the management team, so as to decide whether recognized the impairment losses in the income statement. During the process of making the judgment and assumption, the Group needed to appraise the balance of the cost of the investment exceeding its fair value and the continuous period, the financial status and business forecast in a short period, including the industrial situation, technical reform, credit level, default rate and risk of counterparty. (6) Provision for impairment of non-financial non-current assets The Group made a judgment on the non-current assets other than financial assets whether they had any indication of impairment on the balance sheet date. For the intangible assets without finite service life, other than the annual impairment test, they should be subject to the impairment test when there was any indication of impairment. For other non-current non-financial assets, which should be subjected to impairment test when there was indication of impairment indicated that the book value can’t be recoverable. When the book value of the assets or assets portfolio was more than the recoverable amount, which was the higher one between the net amount of fair value after deducting the disposal expenses and the discounted amount of the estimated future cash flow, it means impairment incurred. The net amount of fair value after deducting the disposal expenses should be fixed the price in the sale agreement for similar assets in the fair transaction minus the increased costs directly attributable to the assets disposal. When estimated the discounted value of future cash flow, the Group needed to make important judgment on the output, selling price, 96 2014 Annual Report of Changchai Company, Limited relevant costs and the discount rate for calculating the discounted amount, etc. When estimated the recoverable amount, the Group would adopt all the available documents, including the prediction for relevant output, selling price and relevant operating costs arising from reasonable and supportive assumptions. The Group made the impairment test on goodwill at least one time per year, which required to predict the discounted amount of the future cash flow of the assets or assets portfolio with the distributed good will, for which, the Group needed to predict the future cash flow of the assets or assets portfolio, and adopt the property discounted rate to decide the discounted amount of future cash flow. (7) Depreciation and amortization For the investment real estate, fixed assets and intangible assets, the Group withdrew the depreciation and amortization by adopting the straight-line method during the service life after full consideration of the salvage value. The Group checked the service life periodically so as to decide the amount of depreciation and amortization at each reporting period. The service life was fixed by the Group in accordance with the previous experience of the similar assets and the expected technical update. If there was any significant change on the previous estimates, the depreciation and amortization expenses should be adjusted. (8) Income tax During the routine operating activities, there were some uncertainty in the ultimate tax treatment and calculation for parts of transactions. Some accounts of such transaction could be listed as pre-tax expenditures only after the approval of taxation authorities. If there were any differences between the ultimate result of recognition for these taxation maters and their initial estimates, the differences would affect the current income tax and deferred income tax at the period of ultimate recognition. Ⅵ. Taxation 1. Main taxes and tax rate of the reporting period Type of tax Taxation basis Tax rates VAT Payable to sales revenue 13%, 17% Business tax Taxable operating revenue 5% Tax paid in accordance with the tax Urban maintenance and construction tax Taxable turnover amount regulations of tax units location Education surcharge Taxable turnover amount 5% Corporate income tax Taxable income 25% or 15% 2. Tax preference In 2012, the Company has been identified as High-tech Enterprises, therefore, it enjoys 15-percent preferential rate for corporate income tax; the Company’s controlling subsidiary—Changchai Wanzhou Diesel Engine Co., Ltd., the controlling subsidiary company, shall pay the corporate income tax at tax rate 15% from 1 Jan. 2011 to 31 Dec. 2020 in accordance with the Notice of the Ministry of Finance, the General Administration of Customs of PRC and the National Administration of Taxation about the Preferential Tax Policies for the Western Development. 97 2014 Annual Report of Changchai Company, Limited VII. Notes on major items in consolidated financial statements of the Company (The unit was RMB, if there was no special illustration) 1. Monetary funds Unit: RMB Yuan Item Closing balance Opening balance Cash on hand 557,508.42 626,951.84 Bank deposits 464,204,312.08 610,255,264.34 Other monetary funds 67,207,927.41 77,415,253.12 Total 531,969,747.91 688,297,469.30 At period end, the restricted monetary fund was RMB 67,207,927.41 in total, of which: the bank acceptance deposit was RMB 67,207,927.41. 2. Financial assets measured by fair value and the changes be included in the current gains and losses Unit: RMB Yuan Item Closing balance Opening balance Tradable financial assets 2,109,642.19 Total 2,109,642.19 Tradable financial assets in period end was Hai Heng Xin No. 5 priority growth funds 3. Notes receivable (1) Notes receivable listed by category Unit: RMB Yuan Item Closing balance Opening balance Bank acceptance bill 314,236,128.92 257,845,729.93 Total 314,236,128.92 257,845,729.93 (2) Notes receivable pledged by the Company at the period-end N/A (3) Notes receivable which had endorsed by the Company or had discounted and had not due on the balance sheet date at the period-end Unit: RMB Yuan 98 2014 Annual Report of Changchai Company, Limited Amount of recognition termination Amount of not terminated Item at the period-end recognition at the period-end Bank acceptance bill 398,890,678.46 Total 398,890,678.46 (4) There was no notes transferred to accounts receivable because drawer of the notes fails to executed the contract or agreement 4. Accounts receivable (1) Accounts receivable disclosed by category Unit: RMB Yuan Closing balance Category Book balance Bad debt provision Withdrawal Book value Amount Proportion Amount proportion Accounts receivable with significant single amount for which bad debt 28,819,671.25 4.75% 23,459,404.33 81.40% 5,360,266.92 provision separately accrued Accounts receivable withdrawn bad debt 576,527,035.06 94.96% 207,915,091.26 36.06% 368,611,943.80 provision according to credit risks characteristics Accounts receivable with insignificant single amount for which bad debt 1,776,159.00 0.29% 1,413,014.50 79.55% 363,144.50 provision separately accrued Total 607,122,865.31 100.00% 232,787,510.09 38.34% 374,335,355.22 Unit: RMB Yuan Opening balance Category Book balance Bad debt provision Withdrawal Book value Amount Proportion Amount proportion 99 2014 Annual Report of Changchai Company, Limited Accounts receivable with significant single amount for which bad debt 23,125,776.05 4.26% 19,563,556.61 84.60% 3,562,219.44 provision separately accrued Accounts receivable withdrawn bad debt 519,100,454.00 95.53% 205,629,123.10 39.61% 313,471,330.90 provision according to credit risks characteristics Accounts receivable with insignificant single amount for which bad debt 1,155,900.00 0.21% 894,075.00 77.35% 261,825.00 provision separately accrued Total 543,382,130.05 100.00% 226,086,754.71 41.61% 317,295,375.34 Accounts receivable with significant single amount for which bad debt provision separately accrued at period end Unit: RMB Yuan Withdrawal Account receivable Book balance Bad debt provision Withdrawal reason proportion Customer 1 Estimated difficult 7,063,600.00 3,531,800.00 50.00 to recover Customer 2 Difficult to 1,902,326.58 1,902,326.58 100.00 recovered Customer 3 Difficult to 6,215,662.64 6,188,445.25 99.56 recovered Customer 4 Estimated difficult 3,562,225.80 2,199,465.49 61.74 to recover Customer 5 Estimated difficult 1,096,223.05 657,733.83 60.00 to recover Customer 6 Difficult to 1,035,446.35 1,035,446.35 100.00 recovered Customer 7 Difficult to 5,359,381.00 5,359,381.00 100.00 recovered Customer 8 Difficult to 2,584,805.83 2,584,805.83 100.00 recovered Total 28,819,671.25 23,459,404.33 In the groups, accounts receivable adopting aging analysis method to accrue bad debt provision: 100 2014 Annual Report of Changchai Company, Limited Unit: RMB Yuan Closing balance Aging Accounts receivable Bad debt provision Withdrawal proportion Within 1 year 367,801,403.14 7,356,028.60 2.00 1 to 2 years 1,177,407.16 58,870.40 5.00 2 to 3 years 7,510,469.63 1,126,570.48 15.00 Over 3 years 740,345.40 222,103.63 30.00 3 to 4 years 364,728.92 218,837.34 60.00 4 to 5 years 198,932,680.81 198,932,680.81 100.00 Over 5 years 576,527,035.06 207,915,091.26 (2) Accounts receivable withdraw, reversed or collected during the reporting period The withdrawal amount of the bad debt provision during the reporting period was of RMB 8,568,158.91; the amount of the reversed or collected part during the reporting period was of RMB 1,867,403.53. (3) The actual write-off accounts receivable N/A (4) Top 5 of the closing balance of the accounts receivable collected according to the arrears party At period end, the total amount of top 5 of the closing balance of the accounts receivable collected according to the arrears party was RMB 175,947,397.35, 28.98% of the closing balance of the accounts receivable and the relevant closing balance of bad debt provision was RMB 4,222,196.60. 5. Prepayment (1) List by aging analysis: Unit: RMB Yuan Aging Closing balance Opening balance Amount Proportion Amount Proportion Within 1 year 14,026,514.13 92.93 13,699,155.24 93.45 1 to 2 years 127,345.30 0.84 70,049.80 0.48 2 to 3 years 70,049.80 0.46 3,075.10 0.02 3 to 4 years 4 to 5 years 101 2014 Annual Report of Changchai Company, Limited Over 5 years 868,946.13 5.77 886,767.86 6.05 Total 15,092,855.36 100.00 14,659,048.00 100.00 (2) Top 5 of the closing balance of the prepayment collected according to the prepayment target At period end, the total amount of top 5 of the closing balance of the prepayment collected according to the prepayment target was RMB 13,505,769.61, 89.48% of the closing balance of the accounts receivable. 6. Other accounts receivable (1) Other accounts receivable disclosed by category Unit: RMB Yuan Closing balance Category Book balance Bad debt provision Withdrawal Book value Amount Proportion Amount proportion Other accounts receivable with significant single 2,853,188.02 7.24% 2,853,188.02 100.00% amount for which bad debt provision separately accrued Other accounts receivable withdrawn bad debt 34,618,397.46 87.90% 25,955,696.16 74.98% 8,662,701.30 provision according to credit risks characteristics Other accounts receivable with insignificant single 1,910,737.23 4.86% 1,910,737.23 100.00% amount for which bad debt provision separately accrued Total 39,382,322.71 100.00% 30,719,621.41 78.00% 8,662,701.30 Unit: RMB Yuan Opening balance Category Book balance Bad debt provision Withdrawal Book value Amount Proportion Amount proportion Other accounts receivable with significant single 2,853,188.02 6.59% 2,853,188.02 100.00% amount for which bad debt provision separately accrued 102 2014 Annual Report of Changchai Company, Limited Other accounts receivable withdrawn bad debt 38,550,324.54 89.01% 25,827,024.07 67.00% 12,723,300.47 provision according to credit risks characteristics Other accounts receivable with insignificant single 1,907,662.13 4.40% 1,907,662.13 100.00% amount for which bad debt provision separately accrued Total 43,311,174.69 100.00% 30,587,874.22 70.62% 12,723,300.47 Other accounts receivable with significant single amount for which bad debt provision separately accrued Unit: RMB Yuan Withdrawal Other account receivable Book balance Bad provision Withdrawal reason proportion (%) Changchai Group Import & Export 2,853,188.02 2,853,188.02 100 Difficult to recover Company Total 2,853,188.02 2,853,188.02 In the groups, other accounts receivable adopting aging analysis method to accrue bad debt provision: Unit: RMB Yuan Closing balance Aging Other accounts receivable Bad debt provision Withdrawal proportion (%) Within 1 year 6,031,900.41 120,638.00 2.00 1 to 2 years 906,804.30 45,340.21 5.00 2 to 3 years 508,076.57 76,211.49 15.00 3 to 4 years 1,503,366.49 451,009.95 30.00 4 to 5 years 1,014,382.94 608,629.76 60.00 Over 5 years 24,653,866.75 24,653,866.75 100.00 Total 34,618,397.46 25,955,696.16 (2) Accounts receivable withdraw, reversed or collected during the reporting period The withdrawal amount of the bad debt provision during the reporting period was of RMB 773,812.15; the amount of the reversed or collected part during the reporting period was of RMB 642,064.96. (3) The actual write-off other accounts receivable N/A 103 2014 Annual Report of Changchai Company, Limited (4) Other accounts receivable classified by the nature of accounts Unit: RMB Yuan Nature Closing book balance Opening book balance Margin and cash pledge 2,004,200.00 2,004,200.00 Unit current amount 20,035,808.86 23,934,917.69 Employee loan 2,584,081.29 2,620,427.28 Other 14,758,232.56 14,751,629.72 Total 39,382,322.71 43,311,174.69 (5) Top 5 of the closing balance of the other accounts receivable collected according to the arrears party Unit: RMB Yuan Proportion of the Closing balance of total year end bad debt provision Name of units Nature Closing balance Aging balance of the accounts receivable (%) Changzhou Compressor Co., Ltd. Current 2,940,000.00 Over 5 years 7.47 2,940,000.00 Import and Export Company of Current 2,853,188.02 Over 5 years 7.24 2,853,188.02 Changchai Group Chongqing Wanzhou District State-Owned Assets Guarantee Co., Current 2,000,000.00 Within 1 years 5.08 40,000.00 Ltd Changzhou New District Accounting Current 1,626,483.25 Over 5 years 4.13 1,626,483.25 Center OEM Group Settlement Center Current 1,140,722.16 Over 5 years 2.90 1,140,722.16 Total 10,560,393.43 26.82 8,600,393.43 7. Inventory (1) Category of inventory Unit: RMB Yuan Item Closing balance Opening balance Falling price Falling price Book balance Book value Book balance Book value reserves reserves Raw material 121,329,364.38 2,739,224.97 118,590,139.41 101,823,136.99 2,816,113.21 99,007,023.78 104 2014 Annual Report of Changchai Company, Limited Materials processed on 12,478,276.04 12,478,276.04 7,970,829.33 7,970,829.33 commission Goods in process 134,613,551.41 19,830,684.94 114,782,866.47 128,872,052.38 18,032,036.95 110,840,015.43 Finished product 269,416,214.26 19,634,150.34 249,782,063.92 272,010,816.14 18,035,127.65 253,975,688.49 Low price and easily worn 1,955,372.02 1,955,372.02 1,445,319.26 1,445,319.26 articles Total 539,792,778.11 42,204,060.25 497,588,717.86 512,122,154.10 38,883,277.81 473,238,876.29 (2) Falling price reserves of inventory Unit: RMB Yuan Increased amount Decreased amount Item Opening balance Reverse or Closing balance Withdrawal Other Other write-off Raw materials 2,816,113.21 45,266.73 122,154.97 2,739,224.97 Goods in process 18,035,127.65 5,495,313.65 3,896,290.96 19,634,150.34 Inventory goods 18,032,036.95 19,830,684.94 18,032,036.95 19,830,684.94 Total 38,883,277.81 25,371,265.32 22,050,482.88 42,204,060.25 8. Other current assets Unit: RMB Yuan Item Closing balance Opening balance The VAT tax credits 28,131,657.32 39,990,829.02 Export drawback receivable 3,597,384.86 Total 31,729,042.18 39,990,829.02 9. Available-for-sale financial assets (1) List of available-for-sale financial assets Unit: RMB Yuan Item Closing balance Opening balance Depreciation Depreciation Book balance Book value Book balance Book value reserves reserves 105 2014 Annual Report of Changchai Company, Limited Available-for-sale equity instruments: Measured by fair value 452,650,000.00 452,650,000.00 368,754,000.00 368,754,000.00 Measured by cost 46,410,000.00 1,210,000.00 45,200,000.00 46,410,000.00 1,210,000.00 45,200,000.00 method Total 499,060,000.00 1,210,000.00 497,850,000.00 415,164,000.00 1,210,000.00 413,954,000.00 (2) Available-for-sale financial assets measured by fair value at the period-end Unit: RMB Yuan Category Available-for-sale equity instruments Total Cost of equity instruments 41,874,500.00 41,874,500.00 Fair value 452,650,000.00 452,650,000.00 Changes of fair value accumulated recorded into other 349,159,175.00 349,159,175.00 comprehensive income Amount withdrawn bad debt provision (3) Available-for-sale financial assets measured by cost at the period-end Unit: RMB Yuan Book balance Impairment provision Shareho lding proporti In Cash bonus of De Inc Dec on Investee cr the reporting Period-begin cre Period-end Period-begin rea reas Period-end among ea period ase se e the se investee s Jiangsu Bank 38,000,000.00 38,000,000.00 0.42 3,040,000.00 Qidong Liantong 7,200,000.00 7,200,000.00 4 Dynamometer Co., Ltd. Others 1,210,000.00 1,210,000.00 1,210,000.00 1,210,000.00 Total 46,410,000.00 46,410,000.00 1,210,000.00 1,210,000.00 Other: RMB 510,000 in Chengdu Changwan Diesel Engine Marketing Corp., and RMB 2900,000 in Wanzhou Changwan Diesel Engine Fitting Corp. and RMB 20,000 in Changzhou Economic and Technological Development Co., Ltd., RMB 100,000 in Changzhou Tractors Co., Ltd., RMB 200,000 in the Industrial Financing Mutual Benefit Association of Changzhou Economic and Information Technology Commission and RMB 90,000 in Beijing Engineering and Agricultural Machinery Co., Ltd.. Due to 106 2014 Annual Report of Changchai Company, Limited difficulty in recovery, full-amount impairment provisions were made for the aforesaid accounts. (4) Changes of the impairment of the available-for-sale financial assets during the reporting period Unit: RMB Yuan Category Available for sale equity instruments Total Balance of the withdrawn impairment at the 1,210,000.00 1,210,000.00 period-begin Balance of the withdrawn impairment at the period-begin Decrease in reporting period Balance of the withdrawn impairment at the period-end 1,210,000.00 1,210,000.00 10. Long-term equity investment Unit: RMB Yuan Increase/decrease Investees Opening balance Gains and losses Additional Reduced Adjustment of other recognized under investment investment comprehensive income the equity method Associated enterprises Changzhou Fuji Changchai Robin 19,548,325.73 1,366,650.26 Gasoline Engine Co., Ltd. Beijing Tsinghua Industrial Investment Management Co., Ltd. Total 19,548,325.73 1,366,650.26 (Continued) Unit: RMB Yuan Increase/decrease Withdra Cash bonus or wal of Closing balance of Investees Closing balance Changes of profits impairm impairment provision Other other equity announced to ent issue provisio n Associated enterprises Changzhou Fuji 455,000.00 20,459,975.99 107 2014 Annual Report of Changchai Company, Limited Changchai Robin Gasoline Engine Co., Ltd. Beijing Tsinghua Industrial Investment 44,182.50 Management Co., Ltd. Total 455,000.00 20,459,975.99 44,182.50 11. Investment property (1) Investment property adopted the cost measurement mode Unit: RMB Yuan construction in Item Houses and buildings Land use right Total progress I. Original book value 1. Opening balance 87,632,571.14 87,632,571.14 2. Increased amount of the period (1) Outsourcing (2) Transfer of inventory\fixed assets\project under construction 3. Decreased amount of the period (1) Disposal (2) Other transfer 4.Closing balance 87,632,571.14 87,632,571.14 II. The accumulative depreciation and accumulative amortization 1. Opening balance 25,934,859.51 25,934,859.51 2. Increased amount of the period 2,208,340.80 2,208,340.80 (1) The depreciation or amortization 2,208,340.80 2,208,340.80 3. Decreased amount of the period (1) Disposal (2) Other transfer 4.Closing balance 28,143,200.31 28,143,200.31 III. Impairment provision 1. Opening balance 2. Increased amount of the period 108 2014 Annual Report of Changchai Company, Limited (1) Disposal 3. Decreased amount of the period (1) Disposal (2) Other transfer 4.Closing balance IV. Book value 1.Closing book value 59,489,370.83 59,489,370.83 2.Opening book value 61,697,711.63 61,697,711.63 12. Fixed assets (1) List of fixed assets Unit: RMB Yuan Houses and Machinery Electronic Transportation Item Other buildings equipment equipment equipment I. Original book value 1. Opening balance 405,042,760.27 755,476,414.32 24,733,895.14 34,613,775.99 1,219,866,845.72 2. Increased amount of 3,131,844.58 25,232,994.08 1,385,542.08 2,656,913.83 32,407,294.57 the period (1) Purchase 241,618.68 2,012,104.36 12,820.51 530,761.52 2,797,305.07 (2) Construction project 2,890,225.90 23,220,889.72 1,372,721.57 2,126,152.31 29,609,989.50 transfer 3. Decreased amount of the 11,350,440.58 10,394,349.36 1,147,128.92 3,086,827.58 25,978,746.44 period (1) Disposal or Scrap 11,350,440.58 10,394,349.36 1,147,128.92 3,086,827.58 25,978,746.44 4. Closing balance 396,824,164.27 770,315,059.04 24,972,308.30 34,183,862.24 1,226,295,393.85 II. The accumulative depreciation 1. Opening balance 182,152,928.40 366,362,257.67 14,762,073.63 26,649,504.88 589,926,764.58 2. Increased amount of 14,714,069.10 56,451,259.38 2,184,942.29 2,484,919.34 75,835,190.11 the period (1) Withdrawal 14,714,069.10 56,451,259.38 2,184,942.29 2,484,919.34 75,835,190.11 (2) Enterprise combination and increase 3. Decreased amount of the 3,454,029.33 8,739,197.73 1,086,654.52 3,006,078.46 16,285,960.04 period 109 2014 Annual Report of Changchai Company, Limited (1) Disposal or Scrap 3,454,029.33 8,739,197.73 1,086,654.52 3,006,078.46 16,285,960.04 4. Closing balance 193,412,968.17 414,074,319.32 15,860,361.40 26,128,345.76 649,475,994.65 III. Impairment provision 1. Opening balance 7,633,328.53 2,838,506.43 10,471,834.96 2. Increased amount of 1,303,400.31 1,303,400.31 the period (1) Withdrawal 1,303,400.31 1,303,400.31 3. Decreased amount of the 7,633,328.53 108,454.15 7,741,782.68 period (1) Disposal or Scrap 7,633,328.53 108,454.15 7,741,782.68 4. Closing balance 4,033,452.59 4,033,452.59 IV. Book value 1.Closing book value 203,411,196.10 352,207,287.13 9,111,946.90 8,055,516.48 572,785,946.61 2.Opening book value 215,256,503.34 386,275,650.22 9,971,821.51 7,964,271.11 619,468,246.18 The accumulative depreciation in reporting period was RMB 75,835,190.11; the original value of construction in progress transfer into fix assets was RMB 29,609,989.50. 13. Construction in progress (1) List of construction in progress Unit: RMB Yuan Item Closing amount Opening amount Book balance Bad debt Book value Book balance Bad debt Book value provision provision Trial production workshop project 27,883,095.92 27,883,095.92 27,883,095.92 27,883,095.92 technology center Casting 741,568.90 741,568.90 1,233,832.09 1,233,832.09 renovation project Expansion capacity of 27,757,667.58 27,757,667.58 2,609,879.95 2,609,879.95 multi-cylinder (The 2nd Period) Non-road electric 336,503.39 336,503.39 generator Project 110 2014 Annual Report of Changchai Company, Limited Base of land in 748,806.82 748,806.82 3,661,472.03 3,661,472.03 Hehai Road Diesel Engine Cylinder Body Flexible 10,913,075.99 10,913,075.99 7,845,686.59 7,845,686.59 Manufacturing Line Equipment to be installed and 66,904,102.66 66,904,102.66 34,636,877.83 34,636,877.83 payment for projects Total 134,948,317.87 134,948,317.87 78,207,347.80 78,207,347.80 (2) Changes of significant construction in progress Unit: RMB Yuan Amount that Other Capitalization Increased transferred to decreased rate of the Capital Name o f item Opening balance amount of the Closing balance fixed assets of the amount of the interests of the resources period period period period Trial production workshop project 27,883,095.92 27,883,095.92 Self raised technology center Casting renovation 1,233,832.09 196,919.57 689,182.76 741,568.90 Self raised project Expansion capacity of multi-cylinder 2,609,879.95 25,206,580.63 38,793.00 20,000.00 27,757,667.58 Self raised nd (The 2 Period) Non-road electric 336,503.39 336,503.39 Self raised generator Project Base of land in 3,661,472.03 1,563,435.24 4,096,100.45 380,000.00 748,806.82 Hehai Road Diesel Engine Cylinder Body Flexible 7,845,686.59 3,417,139.44 349,750.04 10,913,075.99 Self raised Manufacturing Line Total 43,570,469.97 30,384,074.88 5,510,329.64 400,000.00 68,044,215.21 111 2014 Annual Report of Changchai Company, Limited 14. Intangible assets Unit: RMB Yuan Item Land use right Software Other Total I. Original book value 1. Opening balance 117,212,266.30 518,119.66 117,730,385.96 2. Increased amount of the 20,570,679.00 2,476,639.31 23,047,318.31 period (1) Purchase 2,476,639.31 2,476,639.31 (2) Equity investment 20,570,679.00 20,570,679.00 3. Decreased amount of the period (1) Withdrawal 4. Closing balance 137,782,945.30 2,994,758.97 140,777,704.27 II. Accumulated amortization 1. Opening balance 33,411,740.79 100,745.47 33,512,486.26 2. Increased amount of the 2,307,514.96 516,610.43 2,824,125.39 period (1) Withdrawal 2,307,514.96 516,610.43 2,824,125.39 3. Decreased amount of the period (1) Disposal 4. Closing balance 35,719,255.75 617,355.90 36,336,611.65 III.Impairment provision 1. Opening balance 2. Increased amount of the period (1) Withdrawal 3. Decreased amount of the period (1) Disposal 4. Closing balance IV. Book value 1.Closing book value 102,063,689.55 2,377,403.07 104,441,092.62 2.Opening book value 83,800,525.51 417,374.19 84,217,899.70 112 2014 Annual Report of Changchai Company, Limited 15. Deferred income tax assets/deferred income tax liabilities (1) Deferred income tax assets had not been off-set Unit: RMB Yuan Closing balance Opening balance Item Deductible temporary Deferred income tax Deductible temporary Deferred income tax difference assets difference assets Assets impairment 7,232,422.11 1,084,863.32 7,973,268.43 1,195,990.26 provision Total 7,232,422.11 1,084,863.32 7,973,268.43 1,195,990.26 (2) Deferred income tax liabilities had not been off-set Unit: RMB Yuan Closing balance Opening balance Item Deductible temporary Deferred income tax Deductible temporary Deferred income tax difference liabilities difference liabilities Change in fair value of 410,775,500.00 61,616,325.00 326,879,500.00 49,031,925.00 available financial assets Total 410,775,500.00 61,616,325.00 326,879,500.00 49,031,925.00 (3) List of unrecognized deferred income tax assets Unit: RMB Yuan Item Closing amount Opening amount Bad debt provision 256,274,709.39 248,701,360.50 Inventory falling price 42,204,060.25 38,883,277.81 reserves Total 298,478,769.64 287,584,638.31 16. Other non-current assets Unit: RMB Yuan Item Closing Opening impairment Closing balance impairment Opening balance provision provision Entrust loans 14,000,000.00 14,000,000.00 14,000,000.00 14,000,000.00 Total 14,000,000.00 14,000,000.00 14,000,000.00 14,000,000.00 113 2014 Annual Report of Changchai Company, Limited 17. Short-term loans (1) Category of short-term loans Unit: RMB Yuan Item Closing balance Opening balance Guaranteed loan 20,000,000.00 20,000,000.00 Mortgage loan 10,000,000.00 Total 20,000,000.00 30,000,000.00 (2) List of the short-term loans overdue but not return 18. Notes payable Unit: RMB Yuan Category Closing balance Opening balance Bank acceptance bill 218,351,400.00 246,300,000.00 Total 218,351,400.00 246,300,000.00 There was no due but not pay notes payable at the period-end. 19. Accounts payable (1) List of accounts payable Unit: RMB Yuan Category Closing balance Opening balance Payment for goods 550,858,517.60 577,327,834.60 Total 550,858,517.60 577,327,834.60 (2) Notes of the accounts payable aging over one year 20. Advance from customers (1) List of advance from customers Unit: RMB Yuan Item Closing balance Opening balance Payment for goods 29,364,756.16 38,090,958.80 114 2014 Annual Report of Changchai Company, Limited Total 29,364,756.16 38,090,958.80 (2) Significant advance from customers aging over one year 21. Payroll payable (1) List of Payroll payable Unit: RMB Yuan Item Opening balance Increase Decrease Closing balance I. Short-term salary 57,122,045.12 253,543,512.24 249,361,794.76 61,303,762.60 II. welfare after departure- defined 37,383,618.29 37,383,618.29 contribution plan III. Termination benefits Total 57,122,045.12 290,927,130.53 286,745,413.05 61,303,762.60 (2) List of Short-term salary Unit: RMB Yuan Item Opening balance Increase Decrease Closing balance 1. Salary, bonus, allowance, subsidy 51,549,910.49 208,372,596.45 204,525,107.32 55,397,399.62 2. Employee welfare 6,599,933.75 6,599,933.75 3. Social insurance 18,178,873.25 18,178,873.25 Including: 1. Medical insurance 13,878,068.74 13,878,068.74 premiums Work-related injury insurance 3,039,400.04 3,039,400.04 Maternity insurance 1,261,404.47 1,261,404.47 4. Housing fund 16,240,542.37 16,240,542.37 5. Labor union budget and employee 5,572,134.63 4,151,566.42 3,817,338.07 5,906,362.98 education budget 6. Other short-term compensation Total 57,122,045.12 253,543,512.24 249,361,794.76 61,303,762.60 (3) List of drawing scheme Unit: RMB Yuan Item Opening balance Increase Decrease Closing balance 1. Basic endowment insurance 34,779,621.15 34,779,621.15 115 2014 Annual Report of Changchai Company, Limited 2. Unemployment insurance expense 2,603,997.14 2,603,997.14 Total 37,383,618.29 37,383,618.29 22. Taxes payable Unit: RMB Yuan Item Closing balance Opening balance VAT 2,537.79 207,491.91 Business tax 2,235.00 Urban maintenance and construction tax 830,449.50 834,829.37 Corporate income tax 11,517,844.35 12,330,315.34 Property tax 343,204.46 343,204.41 Personal income tax 211,204.93 703,880.69 Education Surcharge 136.60 4,471.75 The comprehensive fee 1,606,598.64 1,802,524.72 Total 14,511,976.27 16,228,953.19 23. Dividends payable Unit: RMB Yuan Item Closing balance Opening balance Common stock dividends 3,243,179.97 3,243,179.97 Minority shareholder dividends 648,253.86 648,253.86 Total 3,891,433.83 3,891,433.83 Reason of unpaid dividends payable over one year: the shareholder has not get. 24. Other accounts payable (1) Other accounts payable listed by nature of the account Unit: RMB Yuan Item Closing balance Opening balance Margin and cash pledge 3,260,188.79 3,064,963.79 Unit current amount 10,133,775.91 10,741,412.54 Personal amount payable 965,413.51 2,727,538.53 Sales discount and promotion 141,620,797.47 119,099,482.76 116 2014 Annual Report of Changchai Company, Limited Three guarantees 40,580,689.64 38,820,984.55 Other 196,560,865.32 174,454,382.17 Total 3,260,188.79 3,064,963.79 (2) Other significant accounts payable with aging over one year Other significant accounts payable with aging over one year mainly was temporarily closed and owe payment unsettled. 25. Other current-liabilities Unit: RMB Yuan Item Closing balance Opening balance Sewage charge 200,000.00 105,000.00 Electric charge 2,214,092.24 1,663,500.90 Other 578,904.50 170,906.50 Total 2,992,996.74 1,939,407.40 26. Deferred income Unit: RMB Yuan Item Opening balance Increase Decrease Closing balance Formation reasons Government Government 61,894,052.94 7,708,073.62 54,185,979.32 subsidies allocations Total 61,894,052.94 7,708,073.62 54,185,979.32 Items involved in government subsidies: Unit: RMB Yuan Amount accrued Amount of newly Related to the Item Opening balance in non-business Other changes Closing balance subsidy assets/ income income National high technology Related to the research and development 2,720,000.00 2,720,000.00 plan income Electric control of diesel engine research and Related to the development and 6,562,500.00 4,322,100.00 2,240,400.00 industrialization assets/ income allocations National major project Related to the 28,770,000.00 28,770,000.00 special allocations assets Related to the 23,841,552.94 665,973.62 23,175,579.32 Remove compensation assets 117 2014 Annual Report of Changchai Company, Limited Total 61,894,052.94 7,708,073.62 54,185,979.32 27. Share capital Unit: RMB Yuan Increase/decrease (+/-) Capitalization Opening balance Newly issue Bonus Closing balance of public Other Subtotal share shares reserves The sum of 561,374,326.00 561,374,326.00 shares 28. Capital reserves Unit: RMB Yuan Item Opening balance Increase Decrease Closing balance Capital premium 150,705,016.81 6,714,326.57 143,990,690.24 Other capital reserves 20,311,137.44 26,837.75 20,337,975.19 Total 171,016,154.25 26,837.75 6,714,326.57 164,328,665.43 Increase of RMB 26,837.75 was obtained from the sale of odd lots formed by equity distribution due to history reason that transferred by China Securities Depository and Clearing Co. , Ltd. entrusted by the Company. Decrease of RMB 6,714,326.57 was the minority holding of 15.34% remained from the Company purchasing subsidiary Changzhou Changchai Benniu Diesel Engine Fittings Co., Ltd., difference between the considerations of payment and share of net assets should enjoy from subsidiary continuously calculated since purchase date and in line with the new shareholding proportion, adjusting capital reserves (equity premium). 29. Other comprehensive income Unit: RMB Yuan Reporting period Less: After Amount -tax Less: Opening Amount transferred After-tax attrib Item income Closing balance balance incurred before into profit attribute to the ute tax income tax and loss in parent company to expense the current mino period that rity 118 2014 Annual Report of Changchai Company, Limited recognized share into other hold comprehen er sive income in prior period I. Other comprehensive income can not reclassify into profits and losses in future Of which: changes of net assets and liabilities of defined benefit plans recalculated Share in other comprehensive income can not be reclassified into profits or losses in investment entity under the equity method II. Other comprehensive income reclassify into profits and losses in future Of which: Share in other comprehensive income reclassify into profits or losses in investment entity under the equity method in future Changes of fair value 12,584,4 of available for sale 277,847,575.00 83,896,000.00 71,311,600.00 349,159,175.00 00.00 financial assets Converting difference of foreign currency -66,730.67 -66,730.67 66,730.67 financial statements Total of other 12,584,4 277,780,844.33 83,896,000.00 -66,730.67 71,378,330.67 349,159,175.00 comprehensive income 00.00 119 2014 Annual Report of Changchai Company, Limited 30. Specific reserves Unit: RMB yuan Item Opening balance Increase Decrease Closing balance Safety production cost 6,996,256.56 4,841,316.33 3,505,495.68 8,332,077.21 Total 6,996,256.56 4,841,316.33 3,505,495.68 8,332,077.21 31 Specific reserves Unit: RMB yuan Item Opening balance Increase Decrease Closing balance Statutory surplus reserves 276,472,716.49 8,522,122.57 284,994,839.06 Discretional surplus reserves 13,156,857.90 13,156,857.90 Total 289,629,574.39 8,522,122.57 298,151,696.96 32. Retained profits Unit: RMB yuan Item 2014 2013 Closing balance of retained profits before adjustments of last period 502,779,906.92 448,366,561.06 Total opening balance of retained profits before adjustments (Increase+, decrease-) Opening balance of retained profits after adjustments 502,779,906.92 448,366,561.06 Add: Net profit attributable to owners of the Company 64,202,144.29 75,712,361.04 Less: Withdrawal of statutory surplus 8,522,122.57 7,264,657.03 reserves Withdrawal of discretional surplus reserves Dividend of common stock payable 8,420,614.89 14,034,358.15 Dividend of common stock transfer into share capital Other transferation(Minority shareholders accumulated excess 5,551,580.92 losses born by the parent Company) Closing retained profits 555,590,894.67 502,779,906.92 120 2014 Annual Report of Changchai Company, Limited 33. Revenue and Cost of Sales (1) Revenue, Cost of Sales Unit: RMB Yuan Item 2014 2013 Revenue Cost Revenue Cost Main operation 2,461,692,196.75 2,141,415,126.02 2,895,264,442.45 2,510,740,550.52 Other operation 28,099,866.58 15,647,119.64 32,328,610.33 19,884,708.59 Total 2,489,792,063.33 2,157,062,245.66 2,927,593,052.78 2,530,625,259.11 34. Business tax and surcharges Unit: RMB Yuan Item 2014 2013 Business tax 9,950.00 56,535.00 Urban maintenance and construction tax 369,692.62 173,141.25 Education surtax 369,493.61 171,949.31 Total 749,136.23 401,625.56 35. Sales expenses Unit: RMB Yuan Item 2014 2013 Office expenses 26,726,523.60 25,008,399.92 Employee’s remuneration 28,030,498.73 27,319,148.35 Sales promotional expense 9,108,769.40 12,643,326.08 three guarantees 19,044,277.38 45,118,964.23 Transportation 9,026,772.82 11,922,564.96 Other 298,469.20 718,928.43 Total 92,235,311.13 122,731,331.97 36. Administrative expenses Unit: RMB Yuan Item 2014 2013 Office expenses 18,191,537.02 25,875,598.14 Employee’s remuneration 73,871,877.47 78,587,858.78 121 2014 Annual Report of Changchai Company, Limited Depreciation and amortization 14,832,161.62 13,979,514.99 Research and development expense 7,596,151.45 6,652,451.30 Transportation 2,663,610.42 3,081,317.58 Repair charge 4,713,258.37 2,784,171.32 Taxation expense 8,691,401.52 9,207,768.39 Safety expenses 3,157,253.68 4,865,206.81 Other 12,285,195.15 20,203,590.66 Total 146,002,446.70 165,237,477.97 37. Financial expenses Unit: RMB Yuan Item 2014 2013 Interest expenses 2,185,973.83 2,387,638.46 Less: Interest income 6,996,180.56 9,374,958.31 Exchange net profit or loss -350,929.60 3,079,454.55 Other -5,771,331.95 -8,496,179.24 Total -10,932,468.28 -12,404,044.54 38. Asset impairment loss Unit: RMB Yuan Item 2014 2013 Bad debt loss 6,832,502.57 1,789,143.05 Inventory falling price loss 25,371,265.32 36,862,560.56 Fixed assets impairment losses 1,303,400.31 Total 33,507,168.20 38,651,703.61 39. Gains on the changes in the fair value Unit: RMB Yuan Item 2014 2013 Financial assets measured by fair value and changes 109,642.19 recorded into current profits or losses Of which: income from changes of fair value of derivative financial instruments Total 109,642.19 122 2014 Annual Report of Changchai Company, Limited 40. Investment income Unit: RMB Yuan Item 2014 2013 Income of long term equity investment measured by 1,366,650.26 929,669.90 equity method Investment income from disposal of long term equity -48,639.55 investment Investment income obtained from the disposal of financial assets measured by fair value and changes 463,170.51 439,841.66 recorded into current profit and losses Investment income achieved during the period of 10,120,500.00 14,600,000.00 holding transactional financial assets Investment income from disposal of bank financial 112,652.05 products Total 12,014,333.27 15,969,511.56 41. Non-operating gains Unit: RMB Yuan Recorded in the amount of the Item 2014 2013 non-recurring gains and losses Total gains from disposal of non-current assets 437,606.94 617,108.66 437,606.94 Including: Gains from disposal of fixed assets 437,606.94 617,108.66 437,606.94 Gains from disposal of intangible assets Insurance compensation 640,183.28 287,174.94 640,183.28 Penalty incomes 107,879.30 113,834.00 107,879.30 Governmental subsidy 10,344,073.62 2,022,736.01 10,344,073.62 Income from disposal of current assets 480,726.00 1,038,172.00 480,726.00 Donation 218,803.40 Account payable no need to pay 233,293.74 426,537.36 233,293.74 Other 375,696.40 315,344.19 375,696.40 Total 12,619,459.28 5,039,710.56 12,619,459.28 (2) Lists of government subsidies Unit: RMB Yuan Item 2014 2013 Related to the assets/ 123 2014 Annual Report of Changchai Company, Limited income The central budget investment plans 1,000,000.00 Related to the income Ultra-low emissions of non-road diesel engine new 800,000.00 Related to the income clean combustion key technology Special fund for Promoting the transformation of 30,000.00 780,000.00 Related to the income industrial economy steady growth The mayor award 100,000.00 100,000.00 Related to the income Energy conservation and circular economy 260,000.00 Related to the income development special funds Science and Technology Progress Award 70,000.00 Related to the income Water saving measures project subsidies 60,000.00 Related to the income Talent development funds 10,000.00 56,200.00 Related to the income Other science and technology project allocations 310,000.00 50,000.00 Related to the income Other incentives and subsidies 126,000.00 240,562.39 Related to the income compensation for demolition 665,973.62 665,973.62 Related to the assets The special national high technology research and 2,720,000.00 Related to the income development plan Related to the assets/ R & D and industrialization of electric non-road 4,322,100.00 diesel engine income Total 10,344,073.62 2,022,736.01 42. Non-operating expenses Unit: RMB Yuan The amount included in the current Item 2014 2013 non-recurring gains and losses Loss on disposal of non-current assets 318,704.95 49,053.88 318,704.95 Including: Loss on disposal of fixed assets 318,704.95 49,053.88 318,704.95 Loss on disposal of intangible assets Donation 320,000.00 180,000.00 320,000.00 Penalty expense 205,760.11 113.50 205,760.11 The flood control security fund 2,468,996.84 2,917,920.63 Loss on disposal of current assets 7,130,347.68 1,188,442.48 7,130,347.68 Other 210,683.65 31,993.09 210,683.65 Total 10,654,493.23 4,367,523.58 8,185,496.39 124 2014 Annual Report of Changchai Company, Limited 43. Income tax expense (1) Lists of income tax expense Unit: RMB Yuan Item 2014 2013 Current income tax expense accounted by tax and relevant 19,476,423.70 23,634,115.03 regulations Deferred income taxes 111,126.94 -443,790.26 Total 19,587,550.64 23,190,324.77 (2) Adjustment process of accounting profit and income tax expense Unit: RMB Yuan Item Reporting period Total profits 85,257,165.20 Current income tax expense accounted by tax and relevant 12,788,574.78 regulations Influence of different tax rate suitable to subsidiary 128,066.79 Influence of income tax before adjustment 35,489.82 Influence of non taxable income Influence of not deductable costs, expenses and losses 4,304,136.05 Influence of deductable losses of deferred income tax assets derecognized used in previous period Influence of deductible temporary difference or deductible losses 7,012,734.29 of deferred income tax assets derecognized in reporting period. Tax preference incurred from qualified expense -4,681,451.09 Deferred income tax 19,587,550.64 44. Supplementary information to cash flow statement (1) Other cash received relevant to operating activities Unit: RMB Yuan Item 2014 2013 Subsidies and grants 2,636,000.00 1,356,762.39 Cash received from other current account 4,493,034.27 1,677,672.16 125 2014 Annual Report of Changchai Company, Limited Interest income 6,996,180.56 9,374,958.31 Total 14,125,214.83 12,409,392.86 (2) Other cash paid relevant to operating activities Unit: RMB Yuan Item 2014 2013 Sale expense paid into cash 48,804,990.49 48,599,932.86 Management expense paid into cash 35,320,350.77 46,490,588.97 Commission Expenses 533,714.59 672,032.33 Other 714,335.29 661,775.44 Total 85,373,391.14 96,424,329.60 45. Supplementary information to the Cash Flow Statement (1) Supplementary information to the Cash Flow Statement Unit: RMB yuan Amount in the reporting Amount in the previous Supplementary information period period 1. Information about converting net profits into cash for operating activities: Net income 65,669,614.56 75,801,072.87 Add: Asset impairment reserves 33,507,168.20 38,651,703.61 Depreciation of fixed assets, oil and gases and productive 78,043,530.91 72,360,868.84 biological assets Amortization of intangible assets 2,824,125.39 2,363,831.90 Amortization of long-term expenses to be apportioned Loss on disposal of fixed assets, intangible assets and other -118,901.99 -568,054.78 long-term assets Losses on scrapping of fixed assets Losses on change of fair value -109,642.19 Financial expenses 2,185,973.83 2,787,638.46 Investment losses -12,014,333.27 -15,969,511.56 Decrease in deferred income tax assets 111,126.94 -443,790.26 Increase of deferred income tax liabilities 126 2014 Annual Report of Changchai Company, Limited Decrease in inventories -49,721,106.89 -31,969,689.87 Decrease in operating receivables -76,391,851.77 -108,447,828.87 Increase of operating payables -99,328,131.98 -36,061,072.37 Other 3,835,072.74 32,901,680.51 Net cash flows from operating activities -51,507,355.52 31,406,848.48 2. Investing and financing activities that do not involve cash receipts and payments: Conversion of debt into capital Convertible bonds to be expired within one year Fixed assets under finance lease 3. Net increase in cash and cash equivalents Cash at the end of the period 464,761,820.50 610,882,216.18 Less: Cash at the beginning of the period 610,882,216.18 637,004,823.27 Add: Cash equivalents at the end of the period Less: Cash equivalents at the beginning of the period Net increase in cash and cash equivalents -146,120,395.68 -26,122,607.09 (2) Net Cash paid of obtaining the subsidiary Unit: RMB Yuan Item Amount Cash and cash equivalents received from the disposal of subsidiary in reporting 1,027,642.33 period. . Of which: Chansun International (Pte.) Ltd. 1,027,642.33 Less: Cash and cash equivalents held by the subsidiary on the date that losing control 1,027,642.33 Of which: Chansun International (Pte.) Ltd. 1,027,642.33 Net cash received from disposal of subsidiary (3) Composition of cash and cash equivalents Unit: RMB yuan Item Closing amount Opening amount 1.Cash 464,761,820.50 610,882,216.18 Of which: cash in hand 557,508.42 626,951.84 Bank deposits available for payment at any time 464,204,312.08 610,255,264.34 Other monetary capital available for payment at any time 127 2014 Annual Report of Changchai Company, Limited 2. Cash equivalents Of which: Bond investment due with 3 months 3. Balance of cash and cash equivalents at the period-end 464,761,820.50 610,882,216.18 46. The assets with the ownership or use right restricted Unit: RMB Yuan Item Closing book value Restricted reason Bank acceptance draft deposited in the Monetary capital 67,207,927.41 margin Total 67,207,927.41 47. Foreign currency monetary items Unit: RMB Yuan Closing foreign currency Closing convert to RMB Item Exchange rate balance balance Monetary capital Of which: USD 2,119,923.57 6.119 12,971,812.32 HKD 1,388.09 0.7889 1,095.02 SGD 54,427.95 4.6396 252,523.92 accounts receivable Of which: USD 13,900,324.27 6.119 85,056,084.24 VIII. Changes of merge scope The subsidiary of the Company Chansun International (Pte.) Ltd. was cancelled in reporting period, and will not be included in the consolidated financial statement scope IX. Equity in other entities 1. Equity in subsidiary (1) The structure of the enterprise group Main Nature Proportion of Registratio Name of the subsidiary operating of shareholding (%) Way of gaining n place place busines Directly Indirectly 128 2014 Annual Report of Changchai Company, Limited s Changchai Wanzhou Diesel Engine Co., Chongqin Chongqing Indust 60 Set-up Ltd. g City City ry Changzhou Changchai Benniu Diesel Changzho Changzho Indust 99 1 Set-up Engine Fittings Co., Ltd. u City u City ry Changzho Changzho Servic Changzhou Housheng Investment Co., Ltd. 100 Set-up u City u City e Changzhou Changchai Housheng Changzho Changzho Indust 70 25 Set-up Agricultural Equipment Co., Ltd. u City u City ry (2) Significant not wholly owned subsidiary Unit: RMB Yuan Declaring Shareholding The profits and Balance of dividends proportion of losses arbitrate to minority Name distribute to minority the minority shareholder at minority shareholder shareholders closing period shareholder CHANGCHAI WANZHOU DIESEL 40 1,771,429.80 400,000.00 15,819,848.88 ENGINE CO., LTD. Changzhou Changchai Housheng 5 -110,758.02 389,061.19 Agricultural Equipment Co., Ltd. (3) The main financial information of significant not wholly owned subsidiary Unit: RMB 00000 Yuan Name Closing balance Current Non-current Current Non-current Total assets Total liability assets assets liabilities liability CHANGCHAI WANZHOU 5,520.35 2,964.02 8,484.37 4,529.41 4,529.41 DIESEL ENGINE CO., LTD. Changzhou Changchai Housheng 1,034.87 49.13 1,084.00 305.88 305.88 Agricultural Equipment Co., Ltd. Unit: RMB 00000 Yuan Name Opening balance 129 2014 Annual Report of Changchai Company, Limited Current Non-current Current Non-current Total assets Total liability assets assets liabilities liability CHANGCHAI WANZHOU 3,653.59 957.25 4,610.84 5,998.73 5,998.73 DIESEL ENGINE CO., LTD. Changzhou Changchai Housheng 499.64 499.64 Agricultural Equipment Co., Ltd. Unit: RMB 00000 Yuan 2014 2013 Total Total Name Operation compreh Operating Operation compreh Operating Net profit Net profit revenue ensive cash flow revenue ensive cash flow income income CHANGCHAI WANZHOU DIESEL 10,025.71 442.86 442.86 -2,372.81 11,020.77 354.51 354.51 -44.18 ENGINE CO., LTD. Changzhou Changchai Housheng 175.25 -221.52 -221.52 -372.34 -0.36 -0.36 -54.18 Agricultural Equipment Co., Ltd. 2. The transaction of the Company with its owner’s equity share changed but still controlling the subsidiary (1) Note to owner’s equity share changed in subsidiary The Company’s remaining minority equity of 15.34% from the purchase of Changchai Benniu Diesel Engine Fittings Co., Ltd., of which, the parent company purchasing 14.34% share equity, the wholly controlling subsidiary Changzhou Housheng Investment Co., Ltd. purchasing 1% share equity, the parent company’s holding’s of Changchai Benniu Diesel Engine Fittings Co., Ltd., share equity of 84.66%, after the purchase, the parent company directly held 99% share equity, indirectly held 1%. 130 2014 Annual Report of Changchai Company, Limited (2) The transaction’s influence to equity of minority shareholders and attributable to the owner's equity of the parent company Unit: RMB Yuan Changzhou Changchai Benniu Diesel Engine Fittings Co., Ltd. Purchase cost/ Disposal of consideration -Cash 22,600,000.00 Total purchase cost/ disposal of consideration 22,600,000.00 Less: Share of net assets in line with obtained/ disposal of subsidiary 15,885,673.43 calculated by equity proportion Difference 6,714,326.57 Of which: adjusting the capital reserves -6,714,326.57 3. Equity in joint venture arrangement or associated enterprise (1) Significant joint venture arrangement or associated enterprise Proportion (%) Accounting treatment Main Registrat Busines of the investment of Name operating ion s nature Directly Indirectly joint venture or place place associated enterprise Changzhou Fuji Changchai Robin Gasoline Changzh Changzh Industr 33 Equity method Engine Co., Ltd. ou ou ial (2) Main financial information of significant joint venture Unit: RMB Yuan Item Changzhou Fuji Changchai Robin Gasoline Engine Co., Ltd. Closing balance / 2014 Opening balance/ 2013 Current assets 87,055,557.40 84,885,665.88 Non-current assets 13,200,248.78 14,189,958.27 Total assets 100,255,806.18 99,075,624.15 Current liabilities 38,255,878.32 39,820,128.67 Non-current liabilities Total liabilities 38,255,878.32 39,820,128.67 131 2014 Annual Report of Changchai Company, Limited Minority interests equity attributable to owners of the Company 61,999,927.86 59,255,495.48 Net assets proportion calculated by shareholding ratio 20,459,975.99 19,548,325.73 Adjusting events -Goodwill -Retained profits of internal transaction -Other Book value of investment to associated enterprise 20,459,975.99 19,548,325.73 Operating income 223,014,821.84 213,038,991.55 Net profits 4,326,770.93 3,635,371.58 Other comprehensive income Total comprehensive income 4,326,770.93 3,635,371.58 Equity received from associated enterprises in reporting 455,000.00 period (3) Summary financial information of insignificant joint venture or associated enterprise Unit: RMB Yuan Closing balance / 2014 Opening balance/ 2013 Joint venture: The total of following items according to the shareholding proportions Total of the following items in line with shareholding -- -- proportion calculated -Net profits - Other comprehensive income - Total comprehensive income X. Risk related to financial instruments The goal of the Company’s risk management was gaining the balance between the risk and income, and reduced the negative impact 132 2014 Annual Report of Changchai Company, Limited to the operation performance of the Company in the lowest level and maximized the interests of shareholders and other equity investors, base on the risk management goal, the basis strategy of the Company’s risk management was to recognized and analyse all kinds of risk that the Company faced, set up suitable risk bottom line and conduct risk management, and supervised the risks timely and reliably and control the risk within the limited scope. The main risks that the financial instruments of the Company faced were: credit risk, liquidity risk and market risk. The management level had reviewed and approved the policies to manage the risks, which summarized as follows: (I) Credit risk Credit risk is referred to the one party of financial instrument fail to perform its obligation lead to the financial losses of the other party. The credit of risk of the Company mainly was related to account receivable, in order to control the risk, the Company conduct the following methods. The Company only conducts related transaction with approved and reputable third party, in line with the policy of the Company, the Company need to conduct credit-check for the clients adopting way of credit to conduct transaction. In addition, the Company continuously monitors the balance of account receivable to ensure the Company would not face the significant bad debt risk. (II) Liquidity risk Liquidity risk is referred to the risk of capital shortage when performing the obligation of cash or other financial assets settlement. The policy o f the Company was to ensure sufficient cash to pay the due liabilities. Liquidity risk was centrally controlled by the financial department of the Company, the financial department through supervising the balance of cash and securities that can be converted into cash at any time and roll forecast of cash flow in future 12 months, ensured the Company own sufficient cash to pay the maturity loan under the condition of reasonable forecast. (III) Market risk Market risk is refer to risk of the fair value or future cash flow of financial instrument changed due to the change of market price, including: foreign exchange rate risk, interest rate risk. 1. Interest rate risk 133 2014 Annual Report of Changchai Company, Limited Interest rate risk is referred to risk of the fair value or future cash flow of financial instrument changed due to the change of market interest risk. 2. Foreign exchange rate risk Foreign exchange rate risk is referred to the risk incurred form the change of exchange rate. The export sales of the Company mainly was market of Southeast Asia region which settled by USD. Though the Company’s export business receiving part of payment for goods in advance, but the balance had a certain credit term, if the RMB appreciates against the dollar, the company's accounts receivable will incur foreign currency exchange loss. XI. The disclosure of the fair value 1. Closing fair value of assets and liabilities calculated by fair value Unit: RMB Yuan Closing fair value Fair value Fair value Fair value Item measurement items measurement measurement items Total at level 1 items at level 2 at level 3 I. Consistent fair value measurement (I) Financial assets measured by fair value and 2,109,642.19 2,109,642.19 changes recorded into current profits and losses 1. Tradable financial assets 2,109,642.19 2,109,642.19 (1) Debt instruments investment (2) Equity instrument investment 2,109,642.19 2,109,642.19 (3) Derivative financial assets 2. Financial assets appointed measuring by fair value and changes recorded into current profits and losses (1) Debt instruments investment (2) Equity instrument investment (II)(II) Available for sale financial assets 452,650,000.00 452,650,000.00 (1) Debt instruments investment (2) Equity instrument investment 452,650,000.00 452,650,000.00 134 2014 Annual Report of Changchai Company, Limited (3) Other Total assets inconsistently calculated by fair value 454,759,642.19 454,759,642.19 2. Market price recognition basis for consistent and inconsistent fair value measurement items at level 1 Tradable financial assets and available for sale financial assets of the Company were funds and shares with the closing price as the basis of fair value calculation at period-end. XII. Related party and related Transaction 1. Information related to parent company of the Company The actual controller of the Company is Changzhou Government State-owned Assets Supervision and Administration Commission. As of Dec. 31 2014, it held 30.02% shares of the Company (state owned shares). 2. Subsidiaries of the Company The details of subsidiaries of the Company please refer to equity in other entities in note to financial statements. 3. Information on the joint ventures and associated enterprises of the Company The details of the joint ventures and associated enterprises of the Company please refer to equity in other entities in note to financial statements. 4. The Company had no other related party. 5. The Company had no other related transaction need to be disclosed. XIII. Commitments and contingency 1. Significant commitments As of 31 Dec. 2014, there was no significant commitment or contingency in the Company. 135 2014 Annual Report of Changchai Company, Limited 2. Contingency Litigation and arbitration in the reporting period 1. In the reporting period, the litigation the Company involved in from previous year continuing to the reporting period: Name of the litigation or Amount involved Name of the entity Date of accepted Remark arbitration institutions (RMB ten thousand) Shandong Hongli Group Co., Ltd. 1,436.00 Under the Changzhou Intermediate 2001.6.27 bankruptcy and People's Court liquidation Beijing Beiqi Changsheng Automobile Beijing Shunyi District 806.36 2013.8.12 Enforcing conduct Co., Ltd. People's Court Total 2,242.36 Note to the case: (1) As the litigation of Shandong Hongli Group Co., Ltd. the company owned our Company RMB of 14.36 million payments for good. In 2001, the Company instituted litigation from Changzhou Intermediate People's Court, in Apr. 2002, applied to the court for compulsory execution, so far, the company has entered bankruptcy proceedings, the aforesaid payment has arranged for the full provision for bad debts. (2) As the litigation of Beijing Beiqi Changsheng Automobile Co., Ltd., the company owned our Company 8.0636 million; Beijing Shunyi District People's Court accepted the case on Aug. 12 2013. Under the auspices, two sides concluded mediation agreement. Beiqi Changsheng pays RMB 8,063,600.00 to the Company by stage. Although the Company bombarded many times, Beijing Beiqi Changsheng Automobile Co., Ltd did not perform its obligation of payment in line with mediation agreement. As of the end of reporting period, the Company had paid the payment of goods RMB 4.1 million, the Company had applied to the Court for compulsory execution. XIV. Events after balance sheet date Profit distribution after balance sheet date Unit: RMB Yuan Profits or dividends plan to distributed 11,227,486.52 136 2014 Annual Report of Changchai Company, Limited Profits or dividends declare to distribute through reviewed and approved 11,227,486.52 XV. Other significant events 1. Segment Information Due to the operation scope of the Company and subsidiaries were similar, the Company conduct common management, did not divide business unit, so the Company only made single branch report. 2. Other important transactions and events have an impact on investor’s decision-making As of the approval issue date of financial statements, the Company did not complete the liquidation procedures of 2014 annual enterprise income tax. XVI . Notes of main items in the financial statements of the Company 1. Accounts receivable (1) Accounts receivable classified by category Unit: RMB Yuan Closing balance Book balance Provision for bad debts Category Withdrawal Proportion Book value Amount Amount proportion (%) (%) Accounts receivable with significant single amount 43,791,478.96 7.96 31,949,287.94 72.96 11,842,191.02 and individually withdrawn bad debt provision Accounts receivable withdrawal of bad debt 504,838,706.00 91.72 185,804,594.53 36.80 319,034,111.47 provision of by credit risks characteristics: Accounts receivable with insignificant single amount 1,776,159.00 0.32 1,413,014.50 79.55 363,144.50 and individually withdrawn 137 2014 Annual Report of Changchai Company, Limited bad debt provision Total 550,406,343.96 100.00 219,166,896.97 39.82 331,239,446.99 Unit: RMB Yuan Opening balance Book balance Provision for bad debts Category Withdrawal Proportion Book value Amount Amount proportion (%) (%) Accounts receivable with significant single amount and 68,044,928.76 13.14 45,827,025.23 67.35 22,217,903.53 individually withdrawn bad debt provision Accounts receivable withdrawal of bad debt 448,468,597.96 86.63 183,542,655.83 40.93 264,925,942.13 provision of by credit risks characteristics: Accounts receivable with insignificant single amount 1,155,900.00 0.23 894,075.00 77.35 261,825.00 and individually withdrawn bad debt provision Total 517,669,426.72 100.00 230,263,756.06 44.48 287,405,670.66 Accounts receivable with significant single amount and individually withdrawn bad debt provision Unit: RMB Yuan Provision for bad Withdrawal Item Book balance Withdrawal reason debts proportion (%) Customer 1 Estimated difficult 7,063,600.00 3,531,800.00 50.00 to recover Customer 2 1,902,326.58 1,902,326.58 100.00 Difficult to recover Customer 3 Difficult to recover 6,215,662.64 6,188,445.25 99.56 Customer 4 Estimated difficult 3,562,225.80 2,199,465.49 61.74 to recover 138 2014 Annual Report of Changchai Company, Limited Customer 5 Estimated difficult 1,096,223.05 657,733.83 60.00 to recover Customer 6 Difficult to recover 1,035,446.35 1,035,446.35 100.00 Customer 7 Difficult to recover 5,359,381.00 5,359,381.00 100.00 Customer 8 Difficult to recover 2,584,805.83 2,584,805.83 100.00 Estimated difficult Customer 9 14,971,807.71 8,489,883.61 56.71 to recover Total 43,791,478.96 31,949,287.94 In the groups, accounts receivable adopting aging analysis method to withdraw bad debt provision: Unit: RMB Yuan Closing balance Aging Account receivable Provision for bad debts Withdrawal proportion (%) Within 1 year 317,211,777.82 6,344,235.61 2.00 1-2 years 1,177,407.16 58,870.40 5.00 2-3 years 7,510,469.63 1,126,570.48 15.00 3-4 years 740,345.40 222,103.63 30.00 4-5 years 364,728.92 218,837.34 60.00 Over 5 years 177,833,977.07 177,833,977.07 100.00 Total 504,838,706.00 185,804,594.53 (2) Bad debt provision withdrawal, reversed or recovered in the report period The amount of bad debt provision was RMB 8,544,129.45; the amount of reversed or recovered bad debt provision in the report period was of RMB 19,640,988.54. Significant amount of reversed or recovered bad debt provision Unit: RMB Yuan Basis of recognition of Entity Amount Method Reason bad debt provision CHANGCHAI WANZHOU DIESEL Long aging,estimated 30,000,000.00 Cash Repay loan ENGINE CO., LTD. difficult to recover Long aging,estimated Total 30,000,000.00 Cash Repay loan difficult to recover 139 2014 Annual Report of Changchai Company, Limited (3) Particulars of the actual verification of accounts receivable during the reporting period N/A (4) Top five of account receivable of closing balance collected by arrears party At period-end, the total amount of top five of account receivable of closing balance collected by arrears party was of RMB175,947,397.35 and 31.97 % of relevant account receivable withdrawn bad debt provision, and the closing amount bad debt provision was RMB 4,222,196.60. 2. Other account receivable (1) Other account receivable classified by category Unit: RMB Yuan Closing balance Book balance Provision for bad debts Category Withdrawal Proportion Book value Amount Amount proportion (%) (%) Other accounts receivable with significant single 2,853,188.02 8.44 2,853,188.02 100 amount and individually withdrawn bad debt provision Other accounts receivable withdrawal of bad debt 29,055,589.24 85.91 23,343,541.80 80.34 5,712,047.44 provision of by credit risks characteristics: Other accounts receivable with insignificant single 1,910,737.23 5.65 1,910,737.23 100 amount and individually withdrawn bad debt provision Total 33,819,514.49 100.00 28,107,467.05 83.11 5,712,047.44 Unit: RMB Yuan Category Opening balance 140 2014 Annual Report of Changchai Company, Limited Book balance Provision for bad debts Withdrawal Proportion Book value Amount Amount proportion (%) (%) Other accounts receivable with significant single 2,853,188.02 7.56 2,853,188.02 100 amount and individually withdrawn bad debt provision Other accounts receivable withdrawal of bad debt 32,970,268.47 87.38 22,572,824.75 68.46 10,397,443.72 provision of by credit risks characteristics: Other accounts receivable with insignificant single 1,907,662.13 5.06 1,907,662.13 100 amount and individually withdrawn bad debt provision Total 37,731,118.62 100.00 27,333,674.90 72.44 10,397,443.72 Closing other accounts receivable with significant single amount and individually withdrawn bad debt provision Unit: RMB Yuan Provision for bad Withdrawal Other account receivable Book balance Withdrawal reason debts proportion (%) Changchai Group Import & Export 2,853,188.02 2,853,188.02 100 Irrecovable Co., Ltd. Total 2,853,188.02 2,853,188.02 In the groups, other accounts receivable adopting aging analysis method to withdraw bad debt provision: Unit: RMB Yuan Closing amount Aging Other account receivable Provision for bad debts Withdrawal proportion (%) Within 1 year 3,200,521.73 64,010.43 2.00 1-2 years 844,618.61 42,230.93 5.00 2-3 years 503,130.38 75,469.56 15.00 3-4 years 1,503,366.09 451,009.83 30.00 4-5 years 732,828.44 439,697.06 60.00 Over 5 years 22,271,123.99 22,271,123.99 100.00 141 2014 Annual Report of Changchai Company, Limited Total 29,055,589.24 23,343,541.80 (2) Bad debt provision withdrawal, reversed or recovered in the report period The amount of bad debt provision was RMB 773,792.15; the amount of reversed or recovered bad debt provision in the report period was of RMB 0. (3) Particulars of the actual verification of accounts receivable during the reporting period N/A (4) Other account receivable classified by nature Unit: RMB Yuan Nature of the item Closing amount Opening amount Guarantee and cash pledge a 4,200.00 4,200.00 Unit current amount 17,481,166.27 21,218,401.11 Employee borrowing 1,575,915.66 1,756,887.79 Other 14,758,232.56 14,751,629.72 Total 33,819,514.49 37,731,118.62 (5) Top five of account receivable of closing balance collected by arrears party Unit: RMB Yuan Proportion in total closing Nature of the Entity Closing balance Aging balance of other Bad debt provision account account receivable (%) Changzhou Compressor Co., Ltd. Current amount 2,940,000.00 Over 5 years 8.69 2,940,000.00 Import and Export Company of Current amount 2,853,188.02 Over 5 years 8.44 2,853,188.02 Changchai Group Changzhou New District Accounting Current amount 1,626,483.25 Over 5 years 4.81 1,626,483.25 Center OEM Group Settlement Center Current amount 1,140,722.16 Over 5 years 3.37 1,140,722.16 Changzhou Xingsheng Property Current amount 717,813.89 Within 1 year 2.12 14,356.28 Management Co., Ltd. Total 9,278,207.32 27.43 8,574,749.71 142 2014 Annual Report of Changchai Company, Limited 3. Long-term equity investment Unit: RMB Yuan Closing balance Opening balance Investees Book balance Bad debt Book value Book balance Bad debt Book value provision provision Investment to the subsidiary 184,466,500.00 184,466,500.00 131,118,240.00 131,118,240.00 Investment to joint venture 20,504,158.49 44,182.50 20,459,975.99 19,592,508.23 44,182.50 19,548,325.73 and associated enterprise Total 204,970,658.49 44,182.50 204,926,475.99 150,710,748.23 44,182.50 150,666,565.73 (1) Investment to the subsidiary Unit: RMB Yuan Investee Opening Increase Decrease Closing balance Withdrawal Closing balance of bad debt balance of provision bad debt provision Changchai Wanzhou Diesel 21,000,000.00 30,000,000.00 51,000,000.00 Engine Co., Ltd. Changzhou Changchai Benniu Diesel Engine 75,339,800.00 21,126,700.00 96,466,500.00 Fittings Co., Ltd. Changzhou Housheng 30,000,000.00 30,000,000.00 Investment Co., Ltd. Chansun International 1,278,440.00 1,278,440.00 (Pte.) Ltd. Changzhou Changchai Housheng Agricultural 3,500,000.00 3,500,000.00 7,000,000.00 Equipment Co., Ltd. 131,118,240.0 Total 54,626,700.00 1,278,440.00 184,466,500.00 0 (2) Investment to associated enterprise and joint venture Unit: RMB yuan Increase/decrease Investee Opening balance Gains and losses Additional Reduced Adjustment of other recognized under investment investment comprehensive income the equity method 143 2014 Annual Report of Changchai Company, Limited Associated enterprises Changzhou Fuji Changchai Robin Diesel 19,548,325.73 1,366,650.26 Engine Co., Ltd. Beijing Tsinghua Xingye Industrial Investment 44,182.50 Management Co., Ltd. Total 19,592,508.23 1,366,650.26 (Continued) Unit: RMB yuan Increase/decrease Withdra Cash bonus or wal of Closing balance of Investee Closing balance Changes of profits impairm impairment provision Other other equity announced to ent issue provisio n Associated enterprises Changzhou Fuji Changchai Robin Diesel 455,000.00 20,459,975.99 Engine Co., Ltd. Beijing Tsinghua Xingye Industrial Investment 44,182.50 44,182.50 Management Co., Ltd. Total 455,000.00 20,504,158.49 44,182.50 4. Revenue, Cost of Sales Unit: RMB Yuan Item Reporting period Same period of last year Revenue Cost Revenue Cost Main business 2,469,762,995.76 2,172,427,255.26 2,914,260,438.20 2,557,397,591.91 Other business 24,576,560.38 14,038,318.73 27,055,894.75 14,715,749.07 Total 2,494,339,556.14 2,186,465,573.99 2,941,316,332.95 2,572,113,340.98 5. Investment income Unit: RMB Yuan 144 2014 Annual Report of Changchai Company, Limited Item Same period of last Reporting period year Long-term equity investment income accounted by cost method 2,446,600.00 Long-term equity investment income accounted by equity method 1,366,650.26 929,669.90 Investment income from the disposal of long term equity investment -250,797.67 Investment income from available for sale assets during holding period 10,120,500.00 14,600,000.00 Total 13,682,952.59 15,529,669.90 XVII. Supplementary materials 1. Items and amounts of extraordinary gains and losses Unit: RMB Yuan Item 2014 2013 Gains/losses on the disposal of non-current assets 118,901.99 Government grants recognized in the current period, except for those acquired in the ordinary course of business or granted at certain 10,344,073.62 quotas or amounts according to the government’s unified standards Included in current profit and loss against the non-financial 1,505,666.68 enterprises occupation fee funds collected Gain/loss from change of fair value of transactional assets and liabilities, and investment gains from disposal of transactional financial assets and liabilities and available-for-sale financial assets, 572,812.70 other than valid hedging related to the Company’s common businesses Reversal of impairment provisions of receivables separately conducted for impairment test Other non-business income and expenditures other than the -6,029,012.72 above Influenced amount of income tax 995,341.14 Influenced amount of minor shareholders’ gains and losses -8.59 Total 5,517,109.72 2. Return on equity (ROE) and earnings per share (EPS) Unit: RMB Yuan EPS (Yuan/share) Profit as of reporting period Weighted average ROE (%) EPS-basic EPS-diluted Net profit attributable to common 3.28 0.11 0.11 shareholders of the Company 145 2014 Annual Report of Changchai Company, Limited Net profit attributable to common shareholders of the Company after 3.00 0.10 0.10 deduction of non-recurring profit and loss 3. Supplementary materials of changes in accounting policies √ Applicable □ Inapplicable The Company according to such eight accounting rules of Accounting Standards for Enterprises No. 2—Long Term Equity Investment released in 2014 by Ministry of Finance change related accounting policies and retroactive restate the comparative financial statements, after restatement, the consolidated balance sheet of 1 Jan. 2013 and 31 Dec. 2013: Unit: RMB Yuan Item 1 Jan. 2013 31 Dec. 2013 31 Dec. 2014 Current Assets: Monetary funds 744,494,588.07 688,297,469.30 531,969,747.91 Deposit reservation for balance Lending funds Financial assets measured by fair value and changes recorded into current profits and 2,109,642.19 assets Derivative financial assets Notes receivable 205,845,568.10 257,845,729.93 314,236,128.92 Accounts receivable 299,208,278.88 317,295,375.34 374,335,355.22 Accounts paid in advance 15,111,761.78 14,659,048.00 15,092,855.36 Receivable premium Reinsurance accounts receivable Provision of cession receivable Interest receivable Dividend receivable Other account receivable 12,892,742.09 12,723,300.47 8,662,701.30 Redemptory monetary capital for sale Inventory 452,271,304.37 473,238,876.29 497,588,717.86 Classified as holding available for sale assets Non-current assets due within one year Other current assets 64,814,786.45 39,990,829.02 31,729,042.18 Total current assets 1,794,639,029.74 1,804,050,628.35 1,775,724,190.94 Non- current assets: 146 2014 Annual Report of Changchai Company, Limited loans and payments on behalf Available for sale financial assets 531,703,000.00 413,954,000.00 497,850,000.00 Investment held to maturity Long term receivable Long term equity investment 18,618,655.83 19,548,325.73 20,459,975.99 Investment property 63,906,052.43 61,697,711.63 59,489,370.83 Fix assets 566,044,962.19 619,468,246.18 572,785,946.61 Construction in progress 119,576,338.33 78,207,347.80 134,948,317.87 Engineering material Disposal of fixed assets Productive biological asset Oil and gas assets Intangible assets 86,063,611.94 84,217,899.70 104,441,092.62 Development expenditure Goodwill Long-term unamortized expenses Deferred income tax assets 752,200.00 1,195,990.26 1,084,863.32 Other non-current assets Total non- current assets 1,386,664,820.72 1,278,289,521.30 1,391,059,567.24 Total assets 3,181,303,850.46 3,082,340,149.65 3,166,783,758.18 Current liabilities: Short term loan 20,000,000.00 30,000,000.00 20,000,000.00 Borrowings from central bank Deposits from customers and interbank Borrowing funds Financial liabilities measured by fair value and changes recorded into current profits and losses Derivative financial liabilities Note payable 346,039,002.00 246,300,000.00 218,351,400.00 Account payable 599,455,800.00 577,327,834.60 550,858,517.60 Account receivable in advance 31,650,567.34 38,090,958.80 29,364,756.16 Sale of financial assets for repurchase Handling charges and commissions payable Payroll payable 44,726,018.55 57,122,045.12 61,303,762.60 147 2014 Annual Report of Changchai Company, Limited Tax payable 7,078,014.74 16,228,953.19 14,511,976.27 Accrual interest payable Dividends payable 3,891,433.83 3,891,433.83 3,891,433.83 Other amounts payable 135,442,533.37 174,454,382.17 196,560,865.32 Dividend payable for reinsurance Reserve fund for insurance contracts Acting trading securities Acting underwriting securities Classified as holding available for sale liabilities Non-current liabilities due within year Other current liabilities 2,430,896.10 1,939,407.40 2,992,996.74 Total current liabilities 1,190,714,265.93 1,145,355,015.11 1,097,835,708.52 Non current liabilities Long term loan Bond payable Of which: preferred stock Perpetual capital securities Long term account receivable Long term payroll payable Special account payable Estimated liabilities Deferred income 62,558,726.56 61,894,052.94 54,185,979.32 Deferred income tax liabilities 66,694,275.00 49,031,925.00 61,616,325.00 Other non-current liabilities Total non-current liabilities 129,253,001.56 110,925,977.94 115,802,304.32 Total liabilities 1,319,967,267.49 1,256,280,993.05 1,213,638,012.84 Owner’s equity: Share capital 561,374,326.00 561,374,326.00 561,374,326.00 Deferred income tax liabilities Of which: preferred stock Perpetual capital securities Capital reserve 171,016,154.25 171,016,154.25 164,328,665.43 Less: treasury stock 148 2014 Annual Report of Changchai Company, Limited Other comprehensive income 377,902,154.25 277,780,844.33 349,159,175.00 Special reserve 4,169,087.73 6,996,256.56 8,332,077.21 Surplus reserves 282,364,917.36 289,629,574.39 298,151,696.96 General risk preparation Retained profits 448,366,561.06 502,779,906.92 555,590,894.67 Total equity attributable to owners of the 1,845,193,200.65 1,809,577,062.45 1,936,936,835.27 Company Minority interests 16,143,382.32 16,482,094.15 16,208,910.07 Total owners’ (or shareholders’) equity 1,861,336,582.97 1,826,059,156.60 1,953,145,745.34 Total liabilities and owners’ (or shareholders’) 3,181,303,850.46 3,082,340,149.65 3,166,783,758.18 equity 149 2014 Annual Report of Changchai Company, Limited Section XII. Documents Available For Reference Including the following documents: 1. 2014 annual report with signatures and seals of the Chairman. 2. Financial Statements carried with signatures and seals of responsible person of the Company, Accounting Principal, as well as Head of the Accounting Organ; 3. Text of the Auditor’s Report with the seals of accounting firm and the signatures and seals of certified public accountants; 4. In the reporting period, originals of all documents of the Company ever disclosed publicly in media designated by China Securities Regulatory Commission such as the Securities Times and Ta Kung Pao and the originals of all the public notices. 5. Articles of Association The above documents available for reference were all completely deposited in the Secretariat of the Board of Directors of the Company. This report is prepared in both Chinese and English. Should there be any understanding discrepancy between the two versions, the Chinese version shall prevail. 150