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苏常柴B:2018年第三季度报告正文(英文版)2018-10-30  

						Changchai Company, Limited                                        Third Quarter Report 2018 (Summary)


Stock Code: 000570, 200570   Stock Name: Changchai, Changchai-B          Announcement No. 2018-027




                     CHANGCHAI COMPANY, LIMITED

                THIRD QUARTER REPORT 2018 (SUMMARY)


                               Part I Important Notes

      The Board of Directors (or the “Board”), the Supervisory Committee as well as the
directors, supervisors and senior management of Changchai Company, Limited (together with
its consolidated subsidiaries, the “Company”, except where the context otherwise requires)
hereby guarantee the factuality, accuracy and completeness of the contents of this Report and
its summary, and shall be jointly and severally liable for any misrepresentations, misleading
statements or material omissions therein.
    All the Company’s directors have attended the Board meeting for the review of this
Report and its summary.
    Shi Xinkun, the Company’s legal representative, Zhang Xin, the Company’s General
Manager, and Jiang He, head of the Company’s financial department (equivalent to financial
manager) hereby guarantee that the financial statements carried in this Report are factual,
accurate and complete.
     This Report and its summary have been prepared in both Chinese and English. Should
there be any discrepancies or misunderstandings between the two versions, the Chinese
versions shall prevail.




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Changchai Company, Limited                                                      Third Quarter Report 2018 (Summary)




                               Part II Key Corporate Information

I Key Consolidated Financial Information

Indicate by tick mark whether there is any retrospectively restated datum in the table below.

□ Yes √ No
                                                  September 30, 2018       December 31, 2017            Change
Total assets (RMB)                                  3,756,252,247.55            3,722,905,285.05                0.90%
Equity attributable to owners of the parent
                                                    2,109,129,803.12            2,246,896,857.86               -6.13%
(RMB)
                                                   July-September                        January-Septemb       YoY
                                                                          YoY change
                                                        2018                                 er 2018          change
Net sales (RMB)                                       432,605,495.58           -21.55% 1,619,366,387.84       -12.91%
Net margin attributable to owners of the parent
                                                        4,670,842.38           52.03%      23,309,400.04      -45.48%
(RMB)
Net margin attributable to owners of the parent
                                                       -5,982,192.17                —      11,280,631.08     -47.29%
before exceptional gains and losses (RMB)
Net cash from operating activities (RMB)                   —                  —          -54,251,797.59             —
Basic earnings per share (RMB/share)                               0.01         0.00%                  0.04   -50.00%
Diluted earnings per share (RMB/share)                             0.01         0.00%                  0.04   -50.00%
Weighted average return on equity (%)                            0.22%          0.09%               1.05%      -0.80%
Exceptional gains and losses:
√ Applicable □ Not applicable
                                                                                                              Unit: RMB
                             Item                               Q1-Q3 2018                      Note
                                                                                In July 2018, the company
                                                                                recovered the entrusted loan of
                                                                                1,000.00 million yuan which had
                                                                                fully accrued the asset impairment
    Gain or loss on disposal of non-current assets
                                                            12,044,376.37       provision. For details, please refer
    (inclusive of impairment allowance write-offs)
                                                                                to the company's announcement on
                                                                                recovering part of the entrusted loan
                                                                                disclosed on July 13, 2018
                                                                                (announcement number: 2018-018).
    Government subsidies charged to current profit or
    loss (exclusive of government subsidies given in the          475,400.00
    Company’s ordinary course of business at fixed

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Changchai Company, Limited                                                         Third Quarter Report 2018 (Summary)


    quotas or amounts as per government’s uniform
    standards)
    Capital occupation charges on non-financial
                                                                     573,182.00
    enterprises that are charged to current profit or loss
    Gain or loss on fair-value changes in trading financial
    assets and liabilities & investment income from
    disposal of trading financial assets and liabilities and
                                                                     455,319.86
    available-for-sale financial assets (exclusive of
    effective portion of hedges that arise in the
    Company’s ordinary course of business)
    Other gains and losses that meet definition of
                                                                     656,800.26
    exceptional gain/loss
    Less: Income tax effects                                        2,176,309.53
    Total                                                       12,028,768.96                        --
Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item defined or listed in the
Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the
Public—Exceptional Gain/Loss Items:
□ Applicable √ Not applicable
No such cases for the Reporting Period.

II Total Number of Shareholders and Holdings of Top 10 Shareholders at 30 September 2018

1. Numbers of Ordinary Shareholders and Preferred Shareholders with Resumed Voting Rights as well as
Holdings of Top 10 Shareholders

                                                                                                               Unit: share
                                                                      Number of preferred shareholders with
    Number of ordinary shareholders                        49,459                                                        0
                                                                      resumed voting rights (if any)
                                                     Top 10 shareholders
                                                                                                             Shares in
                                                                       Sharehol                   Restri
                                                                                                             pledge or
                                                                         ding      Number of       cted
            Name of shareholder          Nature of shareholder                                                frozen
                                                                       percenta     shares        share
                                                                                                            Stat    Shar
                                                                          ge                         s
                                                                                                             us      es
    State-owned Assets
    Supervision and
    Administration Commission of       State-owned legal person         30.43%     170,845,236
    Changzhou Municipal People’s
    Government
    KGI Asia Limited                   Foreign legal person              0.57%       3,189,845
    Wang Jianwei                       Domestic natural person           0.34%       1,934,500

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Changchai Company, Limited                                                    Third Quarter Report 2018 (Summary)


    Zhang Ruirong                     Domestic natural person       0.32%        1,789,800
    Wan Peizhong                      Domestic natural person       0.29%        1,645,800
    Huang Guoliang                    Domestic natural person       0.27%        1,528,891
    Hu Wenyong                        Domestic natural person       0.27%        1,500,066
    Li Suinan                         Domestic natural person       0.24%        1,356,000
    Vanguard Total International
                                      Foreign legal person          0.23%        1,292,594
    Stock Index Fund
    Xiong Shunbao                     Domestic natural person       0.23%        1,282,251
                                          Top 10 unrestricted shareholders

                                                 Unrestricted                      Shares by type
                Name of shareholder
                                                   shares                       Type                      Shares
    State-owned Assets Supervision and
    Administration Commission of Changzhou       170,845,236    RMB-denominated ordinary stock         170,845,236
    Municipal People’s Government
    KGI Asia Limited                                3,189,845   Domestically listed foreign stock        3,189,845
    Wang Jianwei                                    1,934,500   RMB-denominated ordinary stock           1,934,500
    Zhang Ruirong                                   1,789,800   RMB-denominated ordinary stock           1,789,800
    Wan Peizhong                                    1,645,800   RMB-denominated ordinary stock           1,645,800
    Huang Guoliang                                  1,528,891   Domestically listed foreign stock        1,528,891
    Hu Wenyong                                      1,500,066   Domestically listed foreign stock        1,500,066
    Li Suinan                                       1,356,000   Domestically listed foreign stock        1,356,000
    Vanguard Total International Stock Index
                                                    1,292,594   Domestically listed foreign stock        1,292,594
    Fund
    Xiong Shunbao                                   1,282,251   RMB-denominated ordinary stock           1,282,251
                                                 It is unknown whether there is any connected party or
                                                 acting-in-concert party as defined in the Measures for the
    Related or acting-in-concert parties among
                                                 Administration of Disclosure of Shareholder Equity Changes of
    shareholders above
                                                 Listed Companies among the top 10 tradable share holders or the
                                                 top 10 unrestricted tradable share holders.
    Top 10 ordinary shareholders involved in
                                                 N/A
    securities margin trading (if any)
Indicate by tick mark whether any of the top 10 ordinary shareholders or the top 10 unrestricted ordinary
shareholders of the Company conducted any promissory repo during the Reporting Period.
□ Yea √ No
No such cases in the Reporting Period.

2. Number of Preferred Shareholders and Shareholdings of Top 10 of Them


4
Changchai Company, Limited        Third Quarter Report 2018 (Summary)


□ Applicable √ Not applicable




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Changchai Company, Limited                                                  Third Quarter Report 2018 (Summary)




                                     Part III Significant Events

I Changes in Key Consolidated Financial Statement Line Items and Explanation of why

√ Applicable □ Not applicable

1. Consolidated Balance Sheet Items as at 30 September 2018
        Item           30 September 2018 31 December 2017
                                                          Change (%)                   Explanation of why
                            (RMB)             (RMB)

Notes and accounts        1,485,050,866.65     1,108,415,299.12     33.98% During Q1~Q3 2018, credit sale was
receivable                                                                 properly carried out to extend market
                                                                           space, and most multi-cylinder engine
                                                                           customers        were       supporting
                                                                           manufacturers for bigger enterprises,
                                                                           which means relatively long account
                                                                           ages for the Company,resulting in an
                                                                           increase of 117.69% in receivables
                                                                           compared to the beginning.

Other receivables             21,267,589.07        5,794,971.22    267.00% Temporary loans granted by subsidiary
                                                                           Changzhou Housheng Investment Co.,
                                                                           Ltd. to Xuzhou Huadong Foundry
                                                                           Factory, etc.

Other current assets          23,104,987.78       42,540,184.05     -45.69% Decrease in overpaid VAT

Payroll payable               24,782,530.80       51,247,112.66     -51.64% Salaries and bonuses accrued in the nine
                                                                            months ended 30 September 2017 were
                                                                            mostly paid in the corresponding period
                                                                            of the current year

2. Consolidated Income Statement Items for Q1~Q3 2018
                         Q1~Q3 2018           Q1~Q3 2017       Change
        Item                                                                        Explanation of why
                           (RMB)                (RMB)           (%)

Finance costs                -4,311,945.83     -1,287,876.55      —— Increase in foreign exchange income resulted
                                                                       from exchange rate fluctuations

Asset    impairment          -2,531,847.48      9,150,039.27      —— Allowances for doubtful accounts receivable
loss                                                                   recorded based on aging led to an increase in
                                                                       asset impairment loss, while the collection of
                                                                       entrusted loans with full-amount impairment
                                                                       allowances resulted in writedowns in this
                                                                       item

Investment income            8,053,269.86      13,407,484.45 -39.93% Decline in dividends from Foton Motor


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Changchai Company, Limited                                                  Third Quarter Report 2018 (Summary)



Non-operating                 2,830,716.11    25,903,268.01 -89.07% Last year saw the non-operating income
income                                                              arising from including Changzhou Fuji
                                                                    Changchai Robin Gasoline Engine Co., Ltd.,
                                                                    whose equity interests had been acquired by
                                                                    the Company at a discount, into the
                                                                    consolidated financial statements

Non-operating                 1,698,515.85     7,979,840.88 -78.71% Greater loss on the disposal of inactive
expense                                                             materials during the same period of last year

Net profit                   23,643,295.60    43,305,505.88 -45.40% Last year saw the non-operating income
                                                                    arising from including Changzhou Fuji
                                                                    Changchai Robin Gasoline Engine Co., Ltd.,
                                                                    whose equity interests had been acquired by
                                                                    the Company at a discount, into the
                                                                    consolidated financial statements

Other                   -144,235,225.00      -41,677,200.00     —— Significant decline in gains on fair value
comprehensive                                                        changes of available-for-sale financial assets
income, net of tax

3. Consolidated Cash Flow Statement Items for Q1~Q3 2018
                        Q1~Q3 2018           Q1~Q3 2017       Change
        Item                                                                         Explanation of why
                          (RMB)                (RMB)           (%)

Tax rebates                  39,981,450.76    24,619,585.42    62.40% Mainly for the report period received more
                                                                      export tax rebates.

Taxes paid               21,038,574.94        30,890,368.40   -31.89% Changes in sales and profit, as well as the
                                                                      effect of the government’s tax cuts

Net cash generated       -23,421,616.03      -63,559,009.38       —— Significant decline in payments for
from/used in                                                           acquisition of fixed assets, intangible assets
investing activities                                                   and other long-lived assets

Net cash generated
                                                                         Mainly for the last reporting period
from/used in             -16,892,465.30       21,794,509.81       ——
                                                                         borrowings increased more
financing activities



II Progress, Influence and Solutions Associated with Significant Events

√ Applicable □ Not applicable
     The controlling shareholder of the Company—State-owned Assets Supervision and Administration
Commission of Changzhou Municipal Government (hereinafter referred to as “Changzhou SASAC”) and
Changzhou Investment Group Co., Ltd. signed the Agreement on Gratuitous Transfer of State-owned Shares Held
by Changchai Company Limited on 16 August 2018, in which the Changzhou SASAC intended to gratuitously
transfer all 170,845,236 shares in Changchai Company Limited held by it to Changzhou Investment Group Co.,

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Changchai Company, Limited                                                    Third Quarter Report 2018 (Summary)


Ltd. The issue has been approved by Changzhou People’s Government and the State-owned Assets Supervision
and Administration Commission of Jiangsu Provincial Government. In addition, China securities regulatory
commission (CSRC) has agreed to exempt Changzhou Investment Group Co., Ltd. from the tender offer
obligation for holding the Company’s shares due to gratuitous transfer. The issue is currently going through the
relevant equity transfer procedures. For more details, please refer to the Indicative Announcement on Gratuitous
Transfer of State-owned Shares Held by the Controlling Shareholder (Announcement No.: 2018-015),
Announcement on the Progress of Gratuitous Transfer of State-owned Shares Held by the Controlling Shareholder
(Announcement No.: 2018-020) and Announcement on the Progress of Gratuitous Transfer of State-owned Shares
Held by the Controlling Shareholder (Announcement No.: 2018-025) disclosed by the Company respectively on 1
June 2018, 17 August 2018 and 5 September 2018. After the completion of the transfer, Changzhou Investment
Group Co., Ltd. will be the controlling shareholder of the Company and the actual controller of the Company will
not change.


      Overview of significant event                 Disclosure date                    Related announcement
                                           1 June 2018                         2018-015

    Gratuitous transfer of state-owned     16 August 2018                      2018-020
    shares                                 5 September 2018                    2018-025
                                           20 October 2018                     2018-026


III Commitments that the Company’s Actual Controller, Shareholders, Related Parties and
Acquirers, as well as the Company Itself and Other Parties, Failed to Fulfill on Time during
Reporting Period

√ Applicable □ Not applicable
                                                                                        Date of    Period
                                   Type of
                     Commitme                                                           commit       of       Fulfil
    Commitment                     commit                     Contents
                      nt maker                                                           ment     commit      lment
                                    ment
                                                                                        making      ment
                                              Rewards Plan for Shareholders in
                                              Next Three Years(2017-2019)
                                              Under the premise of positive
                                               distributive profit (remaining
                                               after-tax profits after making up for                          Imple
    Other
                                               the loss and extracting for the                                ment
    commitments      Changchai                                                                    Year
                                               common reserves) in this year or        11 May                 in a
    made        to   Company,      bonus                                                          2017-2
                                               half year and abundant money flow       2017                   norm
    minority         Limited                                                                      019
                                               and no influence on the following-up                           al
    shareholders
                                               going concern after cash bonus, the                            way
                                               profits allocated by cash every year
                                               shouldn’t be lower than 10% of the
                                               allocable profits from parent
                                               company. Meanwhile, the


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Changchai Company, Limited                                                    Third Quarter Report 2018 (Summary)


                                             accumulated allocable profits by
                                             cash in the arbitrary continuous three
                                             accounting years should not be lower
                                             than 30% of the annual average
                                             allocable profits in those three years.
    Fulfilled on time                                                                  Yes
    When the commitment was not completely fulfilled at maturity, the specific
                                                                                       N/A
    reasons and following work plan shall be given


IV 2018 Annual Operating Performance Forecast


Warning of a forecast loss on or a forecast significant year-on-year change in net profit for year 2018, as well as

explanation of why:
□ Applicable √ Not applicable

V Securities Investments

□ Applicable √ Not applicable
No such cases in the Reporting Period.

VI Wealth Management Entrustment

√ Applicable □ Not applicable
                                                                     Unit: RMB’0,000 (in RMB ten thousand yuan)
                                                                              Outstanding amount         Overdue
            Type of wealth management         Funding source     Principal
                                                                                before maturity          amount
    Wealth management product purchased
                                             Self-funded             1,600                    1,600                 0
    from securities company
    Total                                                            1,600                    1,600                 0
High-risk wealth management entrustments with amounts that are individually significant, or with low security,
low liquidity, or no protection of the principal:
□ Applicable √ Not applicable
Wealth management entrustments with possible impairments including an expectedly unrecoverable principal:
□ Applicable √ Not applicable

VII Investments in Derivative Financial Instruments

□ Applicable √ Not applicable
No such cases in the Reporting Period.




9
Changchai Company, Limited                                               Third Quarter Report 2018 (Summary)


VIII Visits Paid to the Company for Purposes of Research, Communication, Interview, etc.
during Reporting Period

√ Applicable □ Not applicable

     Date of visit   Way of visit   Type of visitor                           About

                                                      Progress of lithium battery diaphragm project invested
 13 August 2018      Other          Individual
                                                      with industry funds set up by the Company
 18 July 2018        Other          Individual        Repurchase of B-share


IX Irregularities in Provision of Guarantees for External Parties


□ Applicable √ Not applicable
No such cases in the Reporting Period.

X Occupation of the Company’s Capital by Controlling Shareholder or Its Related Parties for
Non-Operating Purposes

□ Applicable √ Not applicable
No such cases in the Reporting Period.




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