Report for the Third Quarter of 2015 of Changchai Company, Limited Short form of the Stock: Suchangchai A, Suchangchai B Stock Code: 000570, 200570 Notice Number: 2015-024 CHANGCHAI COMPANY, LIMITED THE THIRD QUARTERLY REPORT 2015 Section I. Important Reminders, Contents & Definition The Board of Directors, the Supervisory Committee as well as all directors, supervisors and senior management staff of Changchai Company, Limited (hereinafter referred to as “the Company”) warrant that this report is factual, accurate and complete without any false record, misleading statement or material omission. And they shall be jointly and severally liable for that. All directors attended the board session for reviewing this report. Mr. Xue Guojun, company principal, Mr. He Jianguang, chief of the accounting work, and Mr. Jiang He, chief of the accounting organ (chief of accounting), hereby confirm that the Financial Statements enclosed in this report are factual, accurate and complete. This report is prepared in both Chinese and English. Should there be any discrepancy between the two versions, the Chinese version shall prevail. Section II. Financial Highlights & Change of Shareholders I. Major accounting data and financial indexes Does the Company adjust retrospectively or restate accounting data of previous years due to change of the accounting policy or correction of any accounting error? □ Yes √ No 30 Sept. 2015 31 Dec. 2014 Increase/decrease (%) Total assets (RMB Yuan) 3,346,383,519.67 3,166,783,758.18 5.67% Net assets attributable to shareholders of the Company 1,970,007,385.88 1,936,936,835.27 1.71% (RMB Yuan) YoY increase/decrease YoY increase/decrease Jul.-Sept. 2015 Jan.-Sept. 2015 (%) (%) Operating revenues (RMB Yuan) 815,273,308.97 36.73% 2,175,169,209.66 12.35% Net profit attributable to 36,184,587.95 116.15% 73,747,987.13 44.48% shareholders of the Company 1 Report for the Third Quarter of 2015 of Changchai Company, Limited (RMB Yuan) Net profit attributable to shareholders of the Company after 35,546,486.10 128.87% 71,257,105.38 45.27% extraordinary gains and losses (RMB Yuan) Net cash flows from operating -- -- 95,644,083.47 —— activities (RMB Yuan) Basic EPS (RMB Yuan/share) 0.06 100.00% 0.13 44.44% Diluted EPS (RMB Yuan/share) 0.06 100.00% 0.13 44.44% Weighted average ROE 1.77% 0.86% 3.78% 1.02% Items and amounts of extraordinary gains and losses √Applicable □Inapplicable Unit: RMB Yuan Item Amount as of Jan.-Sept. 2015 Note Gains/losses on the disposal of non-current assets (including the 60,283.84 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 5,649,480.22 certain quotas or amounts according to the government’s unified standards Capital occupation charges on non-financial enterprises that 1,042,635.82 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 financial assets and tradable 834,000.00 financial liabilities and financial assets available for sales except for effective hedging related with normal businesses of the Company Other non-operating income and expenses than the above -4,583,881.87 Less: Income tax effects 522,620.67 Minority interests effects (after tax) -10,984.41 Total 2,490,881.75 -- Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item □ Applicable √ Inapplicable No such cases during the reporting period. 2 Report for the Third Quarter of 2015 of Changchai Company, Limited II. Total number of shareholders and shareholdings of the top ten shareholders at the period-end 1. Total number of common shareholders and shareholdings of the top ten common shareholders at the period-end Unit: share Total number of common shareholders at the period-end 61,219 Shareholdings of the top ten common shareholders Shareholdin Number of Pledged or frozen shares Nature of Number of the Name of shareholder g percentage restricted shares Status of Number of shareholder shares held (%) held shares shares State-owned Assets Supervision and Administration Commission of On behalf of 30.43% 170,845,236 Changzhou Municipal People’s the State Government Domestic Huang Lihou 1.02% 5,705,000 individual Domestic Ye Tingshe 0.78% 4,362,300 individual Lhasa Ruida Investment Advisory Other 0.69% 3,890,333 Management Co., Ltd. CHINA SECURITIES FINANCE Other 0.59% 3,305,900 CORPORATION LIMITED Foreign KGI ASIA LIMITED 0.57% 3,224,845 corporation BNP PARIBAS WEALTH Foreign MANAGEMENT HONG KONG 0.55% 3,099,873 corporation BRANCH Domestic Chen Jinhong 0.51% 2,849,100 individual China Everbright Bank Co., Ltd. - UBS SDIC Innovation Power Equity Other 0.44% 2,458,000 Securities Investment Fund Domestic Li Min 0.34% 1,918,950 individual Shareholdings of the top ten non-restricted common shareholders Number of non-restricted Type of shares Name of shareholder common shares held at Type Number the period-end 3 Report for the Third Quarter of 2015 of Changchai Company, Limited State-owned Assets Supervision and Administration Commission of Changzhou Municipal People’s 170,845,236 RMB ordinary share 170,845,236 Government Huang Lihou 5,705,000 RMB ordinary share 5,705,000 Ye Tingshe 4,362,300 RMB ordinary share 4,362,300 Lhasa Ruida Investment Advisory Management Co., Ltd. 3,890,333 RMB ordinary share 3,890,333 CHINA SECURITIES FINANCE CORPORATION 3,305,900 RMB ordinary share 3,305,900 LIMITED Domestically listed foreign KGI ASIA LIMITED 3,224,845 3,224,845 share BNP PARIBAS WEALTH MANAGEMENT HONG Domestically listed foreign 3,099,873 3,099,873 KONG BRANCH share Chen Jinhong 2,849,100 RMB ordinary share 2,849,100 China Everbright Bank Co., Ltd. - UBS SDIC Innovation 2,458,000 RMB ordinary share 2,458,000 Power Equity Securities Investment Fund Li Min 1,918,950 RMB ordinary share 1,918,950 It’s unknown whether there was any associated relationship among other Explanation on associated relationship or persons acting shareholders of the top ten shareholders, or whether there is any in concert among the above-mentioned shareholders action-in-concert among them regarding to Administrative Measures on Changes in Holdings. The shareholder, Huang Lihou hold 5,705,000 shares of the Company through the securities ordinary account and the customer credit collateral securities trading account with the shareholding proportion of 1.02%, of which, owning to participating in the financing and securities loans Explanation on the top 10 common shareholders business during the reporting period, he hold 5,600,000 shares of the participating in the financing and securities loans Company through the customer credit collateral securities trading account business (if any) of Guotai Junan Co., Ltd. with the shareholding proportion of 1.00%. The shareholder, Li Min hold 1,918,950 shares of the Company through the customer credit collateral securities trading account of Guosen Securities Co., Ltd. with the shareholding proportion of 0.34%. 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 4 Report for the Third Quarter of 2015 of Changchai Company, Limited Section III. Significant Events I. Major changes in main accounting statement items and financial indicators in the reporting period, as well as reasons for the changes √ Applicable □ Inapplicable (1) Accounts receivable at the period-end increased by RMB 482.5145 million from the amount at the year-beginning, an increase of 128.90%, mainly because destocking measures such as marketing enhancement were taken to reduce the inventories for product upgrade. (2) Prepayments at the period-end decreased by RMB 8.4595 million from the amount at the year-beginning, a decrease of 56.05%, mainly because we reduced the prepayments to our suppliers to control the stock. (3) Other receivables at the period-end increased by RMB 8.8694 million from the amount at the year-beginning, an increase of 102.39%, mainly because of the money on call from subsidiary Housheng Investment to Xuzhou East China Foundry General Factory, etc. (4) Inventories at the period-end decreased by RMB 244.6116 million from the amount at the year-beginning, a decrease of 49.16%, mainly because we enhanced sales to meet customers’ needs. (5) Payroll payable at the period-end decreased by RMB 29.7223 million from the amount at the year-beginning, a decrease of 48.48%, mainly because the salary and bonus provisions made in the last period were partially paid in the current period. (6) Taxes and fares payable at the period-end increased by RMB 30.5937 million from the amount at the year-beginning, an increase of 210.82%, mainly because the VAT payable increased as the sales income increased. (7) Other payables at the period-end increased by RMB 95.6121 million from the amount at the year-beginning, an increase of 48.64%, mainly because the selling concessions, discounts and allowances increased as the sales income increased. (8) Asset impairment losses in the reporting period increased by RMB 14.2784 million from the amount in the same period of last year, an increase of 698.67%, mainly because ordinary bad-debt provisions increased as accounts receivable increased. (9) Net profits attributable to the owners of the Company in the reporting period increased by RMB 22.7041 million from the amount in the same period of last year, an increase of 44.48%, mainly because destocking measures such as marketing enhancement were taken, resulting in a significant increase in the sales income and profits, with a larger proportion of multi-cylinder diesel engines in the total sales income; meanwhile, the gross profits increased as a result of the falling prices of raw and auxiliary materials as well as our excellent cost control. II. Progress of significant events and analysis & explanations on their influence and solutions □ Applicable √ Inapplicable 5 Report for the Third Quarter of 2015 of Changchai Company, Limited 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 Commitment Time of making Period of Commitment Contents Fulfillment maker commitment commitment Commitment on share reform Commitment in the acquisition report or the report on equity changes Commitments made upon the assets reorganization Commitments made upon IPO or refinancing 1. Committed not to decrease the shareholding of the stocks of “Su Changchai A” within 6 months since 10 Jul. 2015 and to maintain the market stabilization by practical action as well as to practically protect the interests of the investors. The 2. According to the market shareholding State-owned situation, within the allowable increase Assets range of the laws and regulations, commitment Supervision and committed to contribute of had completed Other commitments made to Administration RMB20 million for increasing the 10 Jul. 2015 to 9 the execution 10 Jul. 2015 minority shareholders Commission of shareholding of the stocks of “Su Jan. 2016 before 27 Aug. Changzhou Changchai A” in the appropriate 2015 while the Municipal time within 6 months since 10 not-decreasing Government Jul. 2015, to prove the firm commitment confidence of the China economy was under as well as the Changchai progress. Company, Limited by practical actions, and to commonly maintain the favorable development of the capital market as well as to promote the market to recover to the healthy and stable state. 6 Report for the Third Quarter of 2015 of Changchai Company, Limited 3. Continue to support the development of the operation of Changchai Company, Limited as always, to enhance the achievement of the Company and to pay back the investors with stable and real performance. Executed timely or not? Yes IV. Predict the 2015 annual operating results Warnings of possible loss or large-margin change of the accumulated net profit made during the period from the beginning of the year to the end of the next reporting period compared with the same period of the last year according to prediction, as well as explanations on the reasons □Applicable √Inapplicable V. Securities investment □Applicable √Inapplicable The Company did not invest in any securities in the reporting period. VI. Shareholdings in other listed companies √Applicable □Inapplicable At the end of the reporting period, we held 72.25 million “Foton Motor” shares and 50,000 “Ninghu Expressway” shares measured as available-for-sale financial assets. VII. Investments in derivatives □Applicable √Inapplicable The Company did not invest in any derivative in the reporting period. VIII. Researches, visits and interviews received in the reporting period √Applicable □Inapplicable Way of Main discussion and materials Time Place Visitor type Visitor reception provided by the Company The Shenzhen Stock Individual Future development direction of 20 Sep. 2015 Exchange Interaction Other Individual investor Company's technology product Platform The Shenzhen Stock Individual Progress of state-owned 9 Sep.2015 Exchange Interaction Other Individual investor enterprise reform Platform 7 Report for the Third Quarter of 2015 of Changchai Company, Limited The Shenzhen Stock Individual Relevant situation of the 19 Aug. 2015 Exchange Interaction Other Individual investor Company’s financial assets Platform The Shenzhen Stock Individual Suggestion to the future 26 Jul. 2015 Exchange Interaction Other Individual investor development of the Company Platform The Shenzhen Stock Situation of the Company’s Individual 7 Jul. 2015 Exchange Interaction Other Individual participation in refinancing investor Platform business The Shenzhen Stock Individual The sale of the Company’s 6 Jul. 2015 Exchange Interaction Other Individual investor multi-cylinder diesel engine Platform The Shenzhen Stock Individual Strategy of the future 1 Jul. 2015 Exchange Interaction Other Individual investor development of the Company Platform The Shenzhen Stock Progress of the Company’s Individual 25 Jun. 2015 Exchange Interaction Other Individual implementation of major national investor Platform projects The Shenzhen Stock Individual The planning situation of the 23 Jun. 2015 Exchange Interaction Other Individual investor Company’s power industrial park Platform The Shenzhen Stock Individual Numbers of the shareholders in 15 Jun. 2015 Exchange Interaction Other Individual investor the Company Platform The Shenzhen Stock Individual Situation of the Company’s share 15 Jun. 2015 Exchange Interaction Other Individual investor holding of JSBC Platform The Shenzhen Stock Individual The planning situation of the 3 Jun. 2015 Exchange Interaction Other Individual investor Company’s power industrial park Platform The Shenzhen Stock Individual Plan of the future development of 26 May 2015 Exchange Interaction Other Individual investor the Company Platform The Shenzhen Stock Individual Numbers of the shareholders in 25 May 2015 Exchange Interaction Other Individual investor the Company Platform The Shenzhen Stock Individual Situation of the products of the 24 May 2015 Exchange Interaction Other Individual investor Company Platform 19 May 2015 The Shenzhen Stock Other Individual Individual Numbers of the shareholders in 8 Report for the Third Quarter of 2015 of Changchai Company, Limited Exchange Interaction investor the Company Platform Situation of the Company’s The Shenzhen Stock Individual participation company Qinghua 9 May 2015 Exchange Interaction Other Individual investor Xingye Investment Management Platform Co., Ltd. The Shenzhen Stock Individual Plan of the future development of 5 May 2015 Exchange Interaction Other Individual investor the Company Platform The Shenzhen Stock Individual Plan of the future development of 4 May 2015 Exchange Interaction Other Individual investor the Company Platform The Shenzhen Stock Individual Whether the Company 29 May 2015 Exchange Interaction Other Individual investor recombination Platform The Shenzhen Stock Individual Plan of the future development of 28 Apr. 2015 Exchange Interaction Other Individual investor the Company Platform The Shenzhen Stock Situation of state-owned Individual 28 Apr. 2015 Exchange Interaction Other Individual enterprise reform and investor Platform shareholding by the employees The Shenzhen Stock Individual The sale of the Company’s 28 Apr. 2015 Exchange Interaction Other Individual investor multi-cylinder diesel engine Platform The Shenzhen Stock Individual The planning situation of the 16 Apr. 2015 Exchange Interaction Other Individual investor Company’s power industrial park Platform The Shenzhen Stock Individual The planning situation of the 15 Apr. 2015 Exchange Interaction Other Individual investor Company’s power industrial park Platform The Shenzhen Stock Individual Numbers of the shareholders in 15 Apr. 2015 Exchange Interaction Other Individual investor the Company Platform The Shenzhen Stock Individual Plan of the future development of 15 Apr. 2015 Exchange Interaction Other Individual investor the Company Platform The Shenzhen Stock Individual The future development of the 26 Mar. 2015 Exchange Interaction Other Individual investor Company Platform 23 Mar. 2015 The Shenzhen Stock Other Individual Individual The future development of the 9 Report for the Third Quarter of 2015 of Changchai Company, Limited Exchange Interaction investor Company Platform The Shenzhen Stock Individual The future development of the 22 Mar. 2015 Exchange Interaction Other Individual investor Company Platform The Shenzhen Stock Individual Trend of stock prices of the 16 Mar. 2015 Exchange Interaction Other Individual investor Company Platform The Shenzhen Stock Individual Situation of the network of the 15 Mar. 2015 Exchange Interaction Other Individual investor Company Platform The Shenzhen Stock Individual The future development of the 12 Mar. 2015 Exchange Interaction Other Individual investor Company Platform The Shenzhen Stock Individual The future development of the 12 Mar. 2015 Exchange Interaction Other Individual investor Company Platform The Shenzhen Stock Individual Situation of the Company’s new 12 Mar. 2015 Exchange Interaction Other Individual investor independent directors Platform The Shenzhen Stock Individual Situation of mixed ownership 8 Mar. 2015 Exchange Interaction Other Individual investor reform of the Company Platform The Shenzhen Stock Individual Situation of agricultural 1 Mar. 2015 Exchange Interaction Other Individual investor informatization Platform The Shenzhen Stock Individual Situation of the Company’s 27 Feb. 2015 Exchange Interaction Other Individual investor oversea co-operation Platform The Shenzhen Stock Individual Situation of the Company’s 27 Feb. 2015 Exchange Interaction Other Individual investor oversea co-operation Platform The Shenzhen Stock Individual Situation of mixed ownership 25 Feb. 2015 Exchange Interaction Other Individual investor reform of the Company Platform The Shenzhen Stock Individual Relevant situation of the products 16 Feb. 2015 Exchange Interaction Other Individual investor of the Company Platform The Shenzhen Stock Individual Numbers of the shareholders in 9 Feb. 2015 Other Individual Exchange Interaction investor the Company 10 Report for the Third Quarter of 2015 of Changchai Company, Limited Platform The Shenzhen Stock Individual Situation of state-owned 21 Jan. 2015 Exchange Interaction Other Individual investor enterprise reform Platform The Shenzhen Stock Individual 19 Jan. 2015 Exchange Interaction Other Individual Agricultural Modernization investor Platform The Shenzhen Stock Individual Trend of stock prices of the 14 Jan. 2015 Exchange Interaction Other Individual investor Company Platform The Shenzhen Stock Individual Situation of the shareholders in 13 Jan. 2015 Exchange Interaction Other Individual investor the Company Platform The Shenzhen Stock Individual Situation of the shareholders in 12 Jan. 2015 Exchange Interaction Other Individual investor the Company Platform The Shenzhen Stock Individual Situation of the shareholders in 1 Jan. 2015 Exchange Interaction Other Individual investor the Company Platform IX. Provision of guarantees in violation of regulations □ Applicable √ Inapplicable No such cases in the reporting period. X. Occupation of the Company’s funds by the controlling shareholder or its related parties for non-operating purposes □ Applicable √ Inapplicable No such cases in the reporting period. 11