Changchai Company, Limited Third Quarter Report 2016 Short form of the Stock: Suchangchai A, Suchangchai B Stock Code: 000570, 200570 Notice Number: 2016-024 CHANGCHAI COMPANY, LIMITED THE THIRD QUARTERLY REPORT 2016 Section I. Important Reminders, Contents & Definition 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. All directors attended the board session for reviewing this report. Shi Xinkun, company principal, Zhang Xin, 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. 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 & Shareholder Changes I Highlights of accounting data and financial indicators Whether the Company performs any retroactive adjustments to or restatements of its accounting data of last year due to change in accounting policies or correction of accounting errors □ Yes √ No 30 September 2016 31 December 2015 +/- (%) Total assets (RMB) 3,565,066,772.23 3,232,406,102.20 10.29% Net assets attributable to shareholders of the Company 2,275,011,627.15 2,002,910,311.01 13.59% (RMB) July-September January-September YoY +/- (%) YoY +/- (%) 2016 2016 Operating revenues (RMB) 605,182,860.65 -25.77% 1,768,843,582.34 -18.68% 1 Changchai Company, Limited Third Quarter Report 2016 Net profit attributable to shareholders of the Company 20,090,608.28 -44.48% 55,108,750.64 -25.27% (RMB) Net profit attributable to shareholders of the Company 19,718,706.88 -44.53% 48,229,208.49 -32.32% excluding exceptional profit and loss (RMB) Net cash flows from operating -- -- 71,161,321.84 -25.60% activities (RMB) Basic earnings per share 0.04 -33.33% 0.10 -23.08% (RMB/share) Diluted earnings per share 0.04 -33.33% 0.10 -23.08% (RMB/share) Weighted average return on 0.95% -0.82% 2.58% -1.20% equity Exceptional profit and loss √ Applicable □ Not applicable Unit: RMB Item January-September 2016 Note Gains/losses on the disposal of non-current assets (including the 6,119,622.06 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 7,224,482.97 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 1,237,244.73 financial liabilities and financial assets available for sales except for effective hedging related with normal businesses of the Company Non-operating income and expense other than the above -6,147,404.55 Less: Income tax effects 1,367,290.18 Minority interests (after tax) 187,112.88 Total 6,879,542.15 -- Explanation of why the Company classified an item as exceptional profit/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Exceptional Profit and Loss, or reclassified any exceptional profit/loss item given as an example in the said explanatory announcement to recurrent profit/loss □ Applicable √ Not applicable 2 Changchai Company, Limited Third Quarter Report 2016 No such cases in the Reporting Period. II Total number of shareholders and shareholdings of top 10 shareholders at the period-end 1. Total number of ordinary shareholders and preference shareholders who had resumed their voting right & shareholdings of top 10 shareholders at the period-end Unit: share Total number of ordinary shareholders at the 55,425 end of the Reporting Period Shareholdings of top 10 shareholders Shareholdi Number of Pledged or frozen Nature of Number of Name of shareholder ng restricted shares shares shareholder shares held percentage held Status Number State-owned Assets Supervision and Administration Commission of On behalf of 30.43% 170,845,236 Changzhou Municipal People’s the State Government Bank of Communications Co., Ltd.-Changxin Quantified Core Other 1.03% 5,800,009 Pioneer Mixed Investment Fund China Merchants Bank Company Limited-Huitianfu Medical Service Other 0.84% 4,699,919 Flexible Configuration Hybrid Securities Investment Fund Overseas KGI ASIA LIMITED 0.59% 3,324,845 corporation Mingsheng Tonghui Asset Management-ICBC-Mingsheng Other 0.58% 3,231,300 Tonghui No. 6 Juxin Asset Management Product BNP PARIBAS WEALTH Overseas MANAGEMENT HONG KONG 0.55% 3,099,873 corporation BRANCH Domestic Huang Lihou 0.35% 1,949,700 individual Domestic Du Runsheng 0.31% 1,758,186 individual VANGUARD TOTAL Overseas 0.29% 1,626,592 INTERNATIONAL STOCK corporation 3 Changchai Company, Limited Third Quarter Report 2016 INDEX FUND Domestic Li Min 0.29% 1,618,950 individual Shareholdings of top 10 non-restricted shareholders Number of non-restricted shares Type of shares Name of shareholder held at the period-end Type Number State-owned Assets Supervision and RMB ordinary Administration Commission of Changzhou 170,845,236 170,845,236 share Municipal People’s Government Bank of Communications Co., Ltd.-Changxin RMB ordinary Quantified Core Pioneer Mixed Investment 5,800,009 5,800,009 share Fund China Merchants Bank Company Limited-Huitianfu Medical Service Flexible RMB ordinary 4,699,919 4,699,919 Configuration Hybrid Securities Investment share Fund Domestically KGI ASIA LIMITED 3,324,845 listed foreign 3,324,845 share Mingsheng Tonghui Asset RMB ordinary Management-ICBC-Mingsheng Tonghui No. 6 3,231,300 3,231,300 share Juxin Asset Management Product Domestically BNP PARIBAS WEALTH MANAGEMENT 3,099,873 listed foreign 3,099,873 HONG KONG BRANCH share RMB ordinary Huang Lihou 1,949,700 1,949,700 share RMB ordinary Du Runsheng 1,758,186 1,758,186 share Domestically VANGUARD TOTAL INTERNATIONAL 1,626,592 listed foreign 1,626,592 STOCK INDEX FUND share RMB ordinary Li Min 1,618,950 1,618,950 share It is unknown whether there was any associated relationship among the top ten tradable shareholders and among the top ten shareholders Related or act-in-concert parties among the not subject to trading moratorium, or whether they are persons acting shareholders above in concert as described by Measures for the Administrative of Disclosure of Shareholder Equity Changes. Top 10 ordinary shareholders conducting The shareholder Huang Lihou held the shares of the Company of 4 Changchai Company, Limited Third Quarter Report 2016 securities margin trading 1,949,700 shares through the securities guarantee account of the customer credit transactions provided by Guotai Junan Securities Co., Ltd., with the proportion of the share holding of 0.35%; the shareholder Du Runsheng held the shares of the Company of 1,758,186 shares through the securities guarantee account of the customer credit transactions provided by Everbright Securties Co., Ltd., with the proportion of the share holding of 0.31%; the shareholder Li Min held the shares of the Company of 1,618,950 shares through the securities guarantee account of the customer credit transactions provided by Guosen Securities Co., Ltd., with the share holding of 0.29%. Did any of the top 10 ordinary shareholders or the top 10 non-restricted ordinary shareholders of the Company conduct any promissory repo during the Reporting Period? □ Yea √ No No such cases in the Reporting Period. 2. Total number of preference shareholders and shareholdings of the top 10 of them at the period-end □ Applicable √ Not applicable Section III Significant Events I Changes in main accounting statement items and financial indicators in the Reporting Period, as well as reasons for the changes √ Applicable □ Not applicable (1) Notes receivable at the period-end decreased by RMB159.6052 million from the amount at the year-beginning, a decrease of 32.02%, mainly because notes were adopted more often in settlement with customers before this year to promote payment collection. (2) Accounts receivable at the period-end increased by RMB377.4436 million from the amount at the year-beginning, an increase of 122.31%, mainly because according to the characteristics in the production and operation of the first nine months, credit sale was properly carried out to extend the market space; and the proportion of multi-cylinder engines in the total sales increased, with most of the customers of multi-cylinder engines being supporting manufacturers for bigger manufacturers, which means relatively long account ages for the Company. (3) Other accounts receivable at the period-end increased by RMB12.4013 million from the amount at the year-beginning, an increase of 220.56%, mainly because of the temporary loans from the Company’s subsidiary Changzhou Housheng Investment Co., Ltd. to Xuzhou East China Foundry General Factory, etc.. (4) Other current assets at the period-end decreased by RMB45.5696 million from the amount at the year-beginning, a decrease of 75.57%, mainly because some bank wealth management products became due and the overpaid VAT decreased. (5) Available-for-sale financial assets at the period-end increased by RMB270.4755 million from the amount at the 5 Changchai Company, Limited Third Quarter Report 2016 year-beginning, an increase of 53.77%, mainly because the market value of the 38,000,000 shares held by the Company in the Bank of Jiangsu increased as it went public in the period. (6) Construction in progress at the period-end decreased by RMB39.3122 million from the amount at the year-beginning, a decrease of 36.33%, mainly because some construction in progress turned into fixed assets. (7) Short-term borrowings at the period-end decreased by RMB9.0000 million from the amount at the year-beginning, a decrease of 52.94%, mainly because bank borrowings of controlled subsidiary Changchai Wanzhou Diesel Engine Co., Ltd. decreased. (8) Accounts received in advance at the period-end increased by RMB10.5532 million from the amount at the year-beginning, an increase of 39.58%, mainly because advances from customers increased. (9) Payroll payable at the period-end decreased by RMB29.6607 million from the amount at the year-beginning, a decrease of 49.18%, mainly because the salaries and bonuses accrued before this year were partially paid in the current period. (10) Taxes and surtaxes payable at the period-end decreased by RMB5.9785 million from the amount at the year-beginning, a decrease of 55.37%, mainly because some taxes and surtaxes for the current period were provided for before this year. (11) Return on investment in the current period decreased by RMB5.3965 million from the amount in the same period of last year, a decrease of 60.71%, mainly because the Company received stock dividends from the Bank of Jiangsu while there were no such events in the current period. II Progress on significant events, as well as the influence and solutions □ Applicable √ Not applicable III Commitments of the Company, its shareholders, actual controller, acquirer, directors, supervisors, senior management or other related parties fulfilled in the Reporting Period or ongoing at the period-end √ Applicable □ Not applicable Date of Term of Commitment Type of Commitment Contents commitment commitm Fulfillment maker commitment making ent Commitments made in share reform Commitments made in acquisition documents or shareholding alteration documents Commitments made in time of asset restructuring Commitments made in time of IPO or refinancing Commitments concerning 6 Changchai Company, Limited Third Quarter Report 2016 stock ownership incentive Under the conditions of in future three years (2014-2016) the attributable profit (the remaining profits after the losses have been made up and common reserves have been drawn) of shareholders’ reward plan in the year or half year is positive, and the cash flow is Changchai sufficient, the Other commitments made Company, Bonus Y2014-20 In normal cash dividends 2014-05-14 to minority shareholders Limited commitment 16 execution had no influence to the follow-up continuously operation, the profit dividends in cash shall no lower than the 10% of attributable profit realized by the Company and in any three continuous accounting years the accumulative profit dividends in cash shall no less than 30% of the average annual 7 Changchai Company, Limited Third Quarter Report 2016 attributable profits realized in three years. Executed on time Yes IV Performance forecast for Y2016 Warning of possible loss or considerable YoY change in the accumulative net profit made during the year-beginning to the end of the next reporting period, as well as the reasons □ Applicable √ Not applicable V Securities investment □ Applicable √ Not applicable No such cases in the Reporting Period. VI Investment in derivative financial instruments □ Applicable √ Not applicable No such cases in the Reporting Period. VII Visits paid to the Company for purposes of research, communication, interview, etc. during the Reporting Period √ Applicable □ Not applicable Date of visit Way of visit Type of visitor About 2016-09-28 Other Individual Number of shareholders Whether the Company conduct 2016-09-28 Other Individual recombination 2016-09-27 Other Individual Number of shareholders 2016-09-22 Other Individual Number of shareholders 2016-09-16 Other Individual Number of shareholders 2016-09-03 Other Individual Number of shareholders Operation situation of the 2016-08-26 Other Individual Company 2016-07-13 Other Individual Number of shareholders Situation of the Company’s 2016-06-18 Other Individual holding of stock of Jiangsu Bank 2016-06-13 Other Individual Stock increase/decrease plan of 8 Changchai Company, Limited Third Quarter Report 2016 substantial shareholder 2016-06-06 Other Individual Number of shareholders Future development plan of the 2016-05-25 Other Individual Company Whether the Company conduct 2016-05-25 Other Individual recombination 2016-05-19 Other Individual Number of shareholders 2016-05-19 Other Individual Stock situation of the Company Operation situation of the 2016-05-13 Other Individual Company 2016-04-28 Other Individual Product situation of the Company Agriculture informationize 2016-04-27 Other Individual situation 2016-04-26 Other Individual Number of shareholders Operation situation of Changchai 2016-04-22 Other Individual Benniu Operation situation of the 2016-04-22 Other Individual Company Construction situation of industry 2016-04-22 Other Individual park The foreign cooperation of the 2016-04-22 Other Individual Company Operation situation of Housheng 2016-04-22 Other Individual Investment 2016-04-22 Other Individual Future plan of the Company Direction of the future technology 2016-04-21 Other Individual product development 2016-04-05 Other Individual R&D situation of the Company 2016-03-31 Other Individual Future plan of the Company Situation of the Company’s 2016-03-28 Other Individual participant in refinancing business Situation of the Company’s 2016-03-28 Other Individual participant in refinancing business 2016-03-15 Other Individual Stock situation of the Company 2016-03-10 Other Individual Number of shareholders 2016-03-01 Other Individual Operation situation of the 9 Changchai Company, Limited Third Quarter Report 2016 Company Situation of the Company’s 2016-02-23 Other Individual participation in Qinghua Xingye Company 2016-02-23 Other Individual Number of shareholders Operation situation of Housheng 2016-02-22 Other Individual Agricultural Equipment Progress situation of SOE reform 2016-02-01 Other Individual of the Company The export business situation of 2016-01-20 Other Individual the Company 2016-01-11 Other Individual Stock situation of the Company 2016-01-08 Other Individual R&D situation of the Company 2016-01-07 Other Individual Stock situation of the Company 2016-01-06 Other Individual Stock situation of the Company Suggestion for future development 2016-01-06 Other Individual plan of the Company Operation situation of jobbing 2016-01-06 Other Individual foundry 2016-01-06 Other Individual Stock situation of the Company 2016-01-05 Other Individual Stock situation of the Company VIII Illegal provision of guarantees for external parties □ Applicable √ Not applicable No such cases in the Reporting Period. IX Occupation of the Company’s funds for non-operating purposes by the controlling shareholder and its related parties □ Applicable √ Not applicable No such cases in the Reporting Period. 10