Stock code: 000570, 200570 Stock abbreviation: Su Changchai A, Su Changchai B Announcement No.: 2015-014 CHANGCHAI COMPANY, LIMITED THE FIRST QUARTERLY REPORT FOR YEAR 2015 Section I. Important Reminders The Board of Directors, the Supervisory Committee, directors, supervisors and senior management staff of Changchai Company, Limited (hereinafter referred to as “the Company”) warrant that the information carried in this report is factual, accurate and complete, without any false record, misleading statement or material omission. And they shall be jointly and severally liable for that. Xue Guojun, company principal, He Jianguang, chief of the accounting work, and Jiang He, chief of the accounting organ (chief of accounting), hereby confirm that the financial statements enclosed in this report are factual, accurate and complete. All directors have attended the board session for reviewing this report. This report is prepared in both Chinese and English. Should there be any discrepancy between the two versions, the Chinese version shall prevail. 1 Section II. Financial Highlights & Change of Shareholders I. Main accounting data and financial indicators Does the Company adjust retrospectively or restate accounting data of previous years due to change of the accounting policy or correction of any accounting error? □ Yes √ No Jan.-Mar. 2015 Jan.-Mar. 2014 +/- (%) Operating revenues (RMB Yuan) 650,305,530.50 742,596,945.82 -12.43% Net profit attributable to shareholders of the 17,279,138.61 19,532,558.06 -11.54% Company (RMB Yuan) Net profit attributable to shareholders of the Company after extraordinary gains and losses 15,137,500.97 19,307,194.21 -21.60% (RMB Yuan) Net cash flows from operating activities 1,795,087.91 -44,717,639.28 —— (RMB Yuan) Basic EPS (RMB Yuan/share) 0.03 0.03 0.00% Diluted EPS (RMB Yuan/share) 0.03 0.03 0.00% Weighted average ROE (%) 0.87% 1.06% -0.19% 31 Mar. 2015 31 Dec. 2014 +/- (%) Total assets (RMB Yuan) 3,326,512,662.98 3,166,783,758.18 5.04% Net assets attributable to shareholders of the 2,033,456,798.88 1,936,936,835.27 4.98% Company (RMB Yuan) Items and amounts of extraordinary gains and losses √ Applicable □ Inapplicable Unit: RMB Yuan Item Jan.-Mar. 2015 Explanation Gains/losses on the disposal of non-current assets (including the -3,107.80 offset part of the asset impairment provisions) Government grants recognized in the current period, except for those acquired in the ordinary course of business or granted at 2,256,000.00 certain quotas or amounts according to the government’s unified standards Gains and losses on change in fair value from tradable financial assets and tradable financial liabilities, as well as investment income from disposal of tradable financial assets and tradable 1,055,860.52 financial liabilities and financial assets available for sales except for effective hedging related with normal businesses of the 2 Company Non-operating income and expense other than the above -914,887.26 Less: Income tax effects 252,227.82 Total 2,141,637.64 -- 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. II. Total number of shareholders at the period-end and shareholdings of top 10 shareholders 1. Total number of common shareholders at the period-end and shareholdings of top 10 common shareholders Unit: share Total number of common shareholders at the period-end 63,933 Shareholdings of top 10 common shareholders Shareholdi Pledged or frozen Number of Nature of ng Number of shares Name of shareholder restricted shares shareholder percentage shares held Status of Number held (%) shares of shares State-owned Assets Supervision and On behalf of the Administration Commission of Changzhou 30.02% 168,497,736 State Municipal People’s Government Domestic Zhang Liming 1.54% 8,653,311 individual Foreign KGI ASIA LIMITED 0.92% 5,166,170 corporation SUN HUNG KAI INVESTMENT SERVICES Foreign 0.66% 3,701,528 LTD-CUSTOMERS A/C corporation Southwest Securities-CCB-Aggregate Asset Management Plan of Zhufeng No. 1 of Other 0.63% 3,541,233 Southwest Securities BNP PARIBAS WEALTH MANAGEMENT Foreign 0.55% 3,099,873 HONG KONG BRANCH corporation 3 Domestic Jiang Xuezhen 0.50% 2,800,000 individual Southwest Securities-The Agricultural Bank of China-Aggregate Asset Management Plan Other 0.50% 2,800,000 of Shuangxi Huixin No.1 of Southwest Securities CORE PACIFIC-YAMAICHI Foreign 0.30% 1,672,400 INTERNATIONAL (H.K.) LIMITED corporation Domestic Sun Qingfu 0.28% 1,551,811 individual 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 168,497,736 RMB ordinary share 168,497,736 of Changzhou Municipal People’s Government Zhang Liming 8,653,311 RMB ordinary share 8,653,311 Domestically listed KGI ASIA LIMITED 5,166,170 5,166,170 foreign shares SUN HUNG KAI INVESTMENT SERVICES Domestically listed 3,701,528 3,701,528 LTD-CUSTOMERS A/C foreign shares Southwest Securities-CCB-Aggregate Asset Management Plan of 3,541,233 RMB ordinary share 3,541,233 Zhufeng No. 1 of Southwest Securities BNP PARIBAS WEALTH MANAGEMENT HONG KONG Domestically listed 3,099,873 3,099,873 BRANCH foreign shares Jiang Xuezhen 2,800,000 RMB ordinary share 2,800,000 Southwest Securities- The Agricultural Bank of China-Aggregate Asset Management Plan of Shuangxi Huixin No.1 of Southwest 2,800,000 RMB ordinary share 2,800,000 Securities CORE PACIFIC-YAMAICHI INTERNATIONAL (H.K.) Domestically listed 1,672,400 1,672,400 LIMITED foreign shares Sun Qingfu 1,551,811 RMB ordinary share 1,551,811 It is unknown whether there was any associated relationship among the top ten tradable shareholders and Explanation on associated relationship or/and persons among the top ten shareholders not subject to trading acting in concert among the above-mentioned moratorium, or whether they are persons acting in concert shareholders: as described by Measures for the Administrative of Disclosure of Shareholder Equity Changes. Explanation on the top 10 common shareholders participating in The shareholder, Zhang Liming, owning to participating in the the financing and securities loans business (if any) financing and securities loans business during the reporting period, 4 he hold 8,653,311 shares of the Company through the customer credit collateral securities trading account of Huatai Securities Co., Ltd. with the shareholding proportion of 1.54%. The shareholder, Sun Qingfu hold 1,551,811 shares of the Company through the securities ordinary account and the customer credit collateral securities trading account with the shareholding proportion of 0.28%, of which, owning to participating in the financing and securities loans business during the reporting period, he hold 1,464,611 shares of the Company through the customer credit collateral securities trading account of Guosen Securities Co., Ltd. with the shareholding proportion of 0.26%. 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. Total number of preferred shareholders at the period-end and shareholdings of top 10 preferred shareholders □ Applicable √ Inapplicable Section III. Significant Events I. Significant changes of the major accounting statement items and financial indicators for the reporting period, as well as the reasons for these changes √ Applicable □ Inapplicable 1. Accounts receivable increased 51.84% from the opening amount mainly because the Company properly allowed customers’ buying on credit according to relevant agreements and marketing plans to expand the market room. 2. Other receivables increased 121.02% from the opening amount mainly because of the temporary lendings from subsidiary Housheng Investment to Xuzhou East China Casting General Factory, etc. 3. Payroll payable decreased 30.64% from the opening amount mainly because some of the salary and bonus provisions made last year were paid in the reporting period. 4. Taxes and fares payable increased 167.68% from the opening amount mainly because the inventories of the Company (without subsidiaries) decreased and the input VAT decreased accordingly. 5 5. Investment gains increased 97.57% year on year mainly because subsidiary Housheng Investment received bonuses from its investees. II. Progress of significant events and analysis & explanations on their influence and solutions □ Applicable √ Inapplicable III. Commitments made by the Company or any shareholder with a shareholding over 5% in the reporting period or such commitments made in previous period and carried down into the reporting period □ Applicable √ Inapplicable No such cases in the reporting period. IV. Predict the operating results of Jan.-Jun. 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 V. Securities investments □ Applicable √ Inapplicable No such cases in the reporting period. VI. Shareholdings in other listed companies √ Applicable □ Inapplicable At the end of the reporting period, the available-for-sale financial assets held by the Company for measurement, of which the “Foton Automobile” of 72,250,000 shares and “Jiangsu Expressway” of 50,000 shares. VII. Investments in derivatives □ Applicable √ Inapplicable No such cases in the reporting period. 6 VIII. Researches, visits and interviews received in the reporting period √ Applicable □ Inapplicable VIII. Researches, visits and interviews received in the reporting period √ Applicable □ Inapplicable Main discussion and Way of Time of reception Place of reception Visitor type Visitor materials provided by reception the Company The Shenzhen Stock The future Individual 26 Mar. 2015 Exchange Interaction Other Individual development of the investor Platform Company The Shenzhen Stock The future Individual 23 Mar. 2015 Exchange Interaction Other Individual development of the investor Platform Company The Shenzhen Stock The future Individual 22 Mar. 2015 Exchange Interaction Other Individual development of the investor Platform Company The Shenzhen Stock Situation of the Individual 16 Mar. 2015 Exchange Interaction Other Individual shareholders in the investor Platform Company The Shenzhen Stock Situation of the Individual 15 Mar. 2015 Exchange Interaction Other Individual network of the investor Platform Company The Shenzhen Stock The future Individual 12 Mar. 2015 Exchange Interaction Other Individual development of the investor Platform Company The Shenzhen Stock The future Individual 12 Mar. 2015 Exchange Interaction Other Individual development of the investor Platform Company The Shenzhen Stock Situation of the Individual 12 Mar. 2015 Exchange Interaction Other Individual Company’s new investor Platform independent directors The Shenzhen Stock Situation of mixed Individual 8 Mar. 2015 Exchange Interaction Other Individual ownership reform of investor Platform the Company The Shenzhen Stock Situation of Individual 1 Mar. 2015 Exchange Interaction Other Individual agricultural investor Platform informatization 7 The Shenzhen Stock Situation of the Individual 27 Feb. 2015 Exchange Interaction Other Individual Company’s oversea investor Platform co-operation The Shenzhen Stock Situation of the Individual 27 Feb. 2015 Exchange Interaction Other Individual Company’s oversea investor Platform co-operation The Shenzhen Stock Situation of mixed Individual 25 Feb. 2015 Exchange Interaction Other Individual ownership reform of investor Platform the Company The Shenzhen Stock Relevant situation of Individual 16 Feb. 2015 Exchange Interaction Other Individual the products of the investor Platform Company The Shenzhen Stock Number of the Individual 9 Feb. 2015 Exchange Interaction Other Individual shareholders in the investor Platform Company The Shenzhen Stock Situation of Individual 21 Jan. 2015 Exchange Interaction Other Individual state-owned enterprise investor Platform reform The Shenzhen Stock Individual Agricultural 19 Jan. 2015 Exchange Interaction Other Individual investor Modernization Platform The Shenzhen Stock Individual Trend of stock prices 14 Jan. 2015 Exchange Interaction Other Individual investor of the Company Platform The Shenzhen Stock Situation of the Individual 13 Jan. 2015 Exchange Interaction Other Individual shareholders in the investor Platform Company The Shenzhen Stock Situation of the Individual 12 Jan. 2015 Exchange Interaction Other Individual shareholders in the investor Platform Company The Shenzhen Stock Situation of the Individual 1 Jan. 2015 Exchange Interaction Other Individual shareholders in the investor Platform Company 8