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苏常柴B:2014年年度报告(英文版)2015-04-22  

						                       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.




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                                                                                    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




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                                                                   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




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                                                                             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



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                                                                                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




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                                                                                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.




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                                                                                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.




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                                                                    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.




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                                                                               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




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                                                                                    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




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                                                                                    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

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                                                                                   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


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                                                                                         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



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                                                                               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


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                                                                                      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.




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                                                                                           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


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                                                     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



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                                                     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


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                                                         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


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                                                         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


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                                                                        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


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                                                           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



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                                                                   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



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                                                            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

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                                                                                               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



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                                                      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



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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



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                                                      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)



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                                                                                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.

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                                                                               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 with  issued 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

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                                                                                     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.




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                                                                                      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

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                                                                                    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.


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                                                                                  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


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                                                                                      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


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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


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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;


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(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



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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


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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


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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



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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


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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


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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



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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

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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




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(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


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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.


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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



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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,

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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.




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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


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                                                           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



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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:



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                                                                                                                       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



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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


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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




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(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




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    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




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 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


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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


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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


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      (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



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  (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




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                                                                                      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




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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




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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



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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




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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



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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



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 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



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         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



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                                                               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




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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




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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


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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



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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/


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                                                                                                            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




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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



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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



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                                                                                 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
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                                                                                     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


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                                                                                    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



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                             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%.




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(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




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  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


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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


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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


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(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.




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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



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   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


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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



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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


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(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



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                                             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


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                                                                                  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




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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



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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



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                                         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



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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:


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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


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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




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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




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                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.




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