Changchai Company, Limited Annual Report 2018 (Summary) Stock Code: 000570, 200570 Stock Name: Changchai, Changchai-B Announcement No. 2019-007 CHANGCHAI COMPANY, LIMITED ANNUAL REPORT 2018 (SUMMARY) Part I Important Notes This Summary is based on the full text of the 2018 Annual Report of Changchai Company, Limited (together with its consolidated subsidiaries, the “Company”, except where the context otherwise requires). In order for a full understanding of the Company’s operating results, financial position and future development plans, investors should carefully read the aforesaid full text, which has been disclosed together with this Summary on the media designated by the China Securities Regulatory Commission (the “CSRC”). The director Mrs.Zhang Qiong was not present at the board session for reviewing this annual repoet and its summary and thus entrusted the Chairman of the Board Mr.Shi Xinkun to vote on behalf of her. Independent auditor’s modified opinion: □ Applicable √ Not applicable Board-approved final cash and/or stock dividend plan for ordinary shareholders for the Reporting Period: √ Applicable □ Not applicable Bonus issue from capital reserves: □ Yes √ No The Board has approved a final dividend plan for the ordinary shareholders as follows: based on the 561,374,326 shares, a cash dividend of RMB0.25 (tax inclusive) per 10 shares is to be distributed to the shareholders, with no bonus issue from either profit or capital reserves. Board-approved final cash and/or stock dividend plan for preferred shareholders for the Reporting Period: □ Applicable √ Not applicable 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. 1 Changchai Company, Limited Annual Report 2018 (Summary) Part II Key Corporate Information 1. Stock Profile Changchai, Stock name Stock code 000570, 200570 Changchai-B Stock exchange for stock Shenzhen Stock Exchange listing Contact information Board Secretary Securities Representative Name He Jianjiang 123 Huaide Middle Road, Address Changzhou, Jiangsu, China Fax (86)519-86630954 Tel. (86)519-68683155 Email address cchjj@changchai.com 2. Principal Activities or Products in the Reporting Period As a manufacturer, we specialize in the manufacture and sale of diesel engines, diesel engine fittings and castings, gasoline engines, gasoline engine fittings, rotovators, walking tractors, molds and jigs as well as the assembly and sale of diesel engine and gasoline engine supporting sets. We mainly manufacture and sell small and medium-sized single-cylinder and multi-cylinder diesel engines under the brand of “Changchai”, which are often used in tractors, combine-harvesters, light commercial vehicles, agriculture equipment, small-sized engineering machinery, generator sets, ship machines, etc. 3. Key Financial Information (1) Key Financial Information of the Past Three Years Indicate by tick mark whether there is any retrospectively restated datum in the table below. □ Yes √ No Unit: RMB 2018-over-2017 2018 2017 2016 change (%) Operating revenue 2,132,902,718.60 2,423,058,958.29 -11.97% 2,283,028,855.52 Net profit attributable to the listed company’s 62,021,374.04 46,431,302.73 33.58% 62,539,896.17 shareholders Net profit attributable to the listed company’s -43,333,196.13 18,818,435.16 —— 56,835,566.28 shareholders before 2 Changchai Company, Limited Annual Report 2018 (Summary) exceptional items Net cash generated from/used in operating 273,819,526.89 -121,669,279.39 —— 99,473,944.04 activities Basic earnings per share 0.11 0.08 37.50% 0.11 (RMB/share) Diluted earnings per 0.11 0.08 37.50% 0.11 share (RMB/share) Weighted average return 2.84% 2.00% 0.84% 3.00% on equity (%) Change of 31 December 2018 31 December 31 December 2018 31 December 2017 over 31 2016 December 2017 (%) Total assets 3,542,019,195.75 3,722,905,285.05 -4.86% 3,724,857,266.71 Equity attributable to the listed company’s 2,043,308,026.74 2,246,896,857.86 -9.06% 2,323,712,892.92 shareholders (2) Key Financial Information by Quarter Unit: RMB Q1 Q2 Q3 Q4 Operating revenue 593,008,785.46 593,752,106.80 432,605,495.58 513,536,330.76 Net profit attributable to the listed company’s 11,343,577.44 7,294,980.22 4,670,842.38 38,711,974.00 shareholders Net profit attributable to the listed company’s 11,141,982.06 6,120,841.19 -5,982,192.17 -54,613,827.21 shareholders before exceptional items Net cash generated from/used in operating -73,259,277.76 67,650,424.61 -48,642,944.44 328,071,324.48 activities Indicate by tick mark whether any of the quarterly financial data in the table above or their summations differs materially from what have been disclosed in the Company’s quarterly or interim reports. □ Yes √ No 4. Share Capital and Shareholder Information at the Period-End (1) Numbers of Ordinary Shareholders and Preferred Shareholders with Resumed Voting Rights as well as Holdings of Top 10 Shareholders Unit: share 3 Changchai Company, Limited Annual Report 2018 (Summary) Number of Number of preferred Number of Number of ordinary shareholders preferred ordinary shareholders at with resumed shareholders shareholders 49,546 the month-end 57,411 0 voting rights at 0 with resumed at the prior to the the month-end voting rights at period-end disclosure of prior to the the period-end this Report disclosure of this Report Top 10 shareholders Total shares Shares in pledge or Name of Nature of Shareholding frozen held at the Restricted shares held shareholder shareholder percentage period-end Status Shares Changzhou State-owned Investment 30.43% 170,845,236 legal person Group Co., Ltd KGI Asia Foreign legal 0.57% 3,189,845 Limited person Domestic Zhang Ruirong 0.32% 1,789,800 natural person Domestic Wan Peizhong 0.29% 1,645,800 natural person Domestic Huang Guoliang 0.27% 1,528,891 natural person Domestic Hu Wenyong 0.27% 1,500,066 natural person Domestic Gao Yuehua 0.25% 1,390,500 natural person Domestic Li Suinan 0.24% 1,356,000 natural person Domestic Xiong Shunbao 0.23% 1,282,251 natural person Vanguard Total Foreign legal International 0.23% 1,277,294 person Stock Index Fund Strategic investor or general legal person becoming a top-10 N/A ordinary shareholder due to rights issue It is unknown whether there is among the top 10 public shareholders and the Related or acting-in-concert top 10 unrestricted public shareholders any related parties or acting-in-concert parties among the shareholders parties as defined in the Administrative Measures for Information Regarding above Shareholding Alteration. (2) Number of Preferred Shareholders and Shareholdings of Top 10 of Them □ Applicable √ Not applicable No preferred shareholders in the Reporting Period. 4 Changchai Company, Limited Annual Report 2018 (Summary) (3) Ownership and Control Relations between the Actual Controller and the Company According to the document of Changzhou Municipal People's Government (CZF[2006] No. 62]), both the Company and Changzhou Investment Group Co., Ltd. belong to the enterprises to perform the responsibilities of investors under supervision of the State-owned Assets Supervision and Administration Commission of Changzhou Municipal People's Government authorized by Changzhou Municipal People's Government. In view of this, after the equity transfer, Changzhou Investment Group Co., Ltd. is the controlling shareholder of the Company, and the State-owned Assets Supervision and Administration Commission of Changzhou Municipal People's Government is still the actual controller of the Company. 5. Corporate Bonds Does the Company have any corporate bonds publicly offered on the stock exchange, which were outstanding before the date of this Report’s approval or were due but could not be redeemed in full? No. Part III Operating Performance Discussion and Analysis 1. Business Overview of the Reporting Period Is the Company subject to any industry-specific disclosure requirements? No. In 2018, China was facing a negative macroeconomic environment. Affected by changes in agricultural subsidies, emission regulation updates, fluctuations in raw material prices and other factors, the agricultural machinery market was under depression. In the deep adjustment stage of the agricultural machinery industry, the Company strengthened product advantages, accelerated market expansion and pushed forward product planning step by step. Meanwhile, management and operational efficiency have been improved to some degree. Despite the intensified market competition, the Company maintained an orderly development. With the decline in the overall sales of the single cylinder engine industry, the Company’s sales also declined but at a slower pace than the 5 Changchai Company, Limited Annual Report 2018 (Summary) industry average, while maintaining the largest market share in the industry. During the Reporting Period, the Company sold 713,300 thousand units of diesel engines, gasoline engines and related generator sets, including 138,000 units of gasoline engines, generating total sales revenue of RMB2,132,902,718.60, a drop of 11.97 % over last year. In respect of product development and structural adjustment, several common rail models of single cylinder and multi-cylinder engines have been developed to fully meet the State III emission standards of non-road mobile machinery and the State V emission standards of road mobile machinery, leaving space for meeting higher emission standards. Product models cover farm machinery such as harvesters and tractors in different power sections, and gradually involved in the subdivision fields of tower base station, ship machine, prospecting, transportation and so on. In terms of quality management, the Company further improved the quality control process of product development process. It promoted technical exchanges, quality management, and the adjustment of product development. During the reporting period, Changchai organized 31 QC group activities, and the excellent QC achievements recommended outwards were included in the national mechanical industry quality achievement collections. Speaking of marketing management, the Company solidified the existing advantages and enlarged the share of superior products. It kept improving service capabilities by building good cooperative partnership with customers and suppliers, adapting to market changes for opportunities to expand the market and promoting new areas of supporting products. In 2018, Changchai achieved a market service satisfaction of products higher than the average level in 2016 and 2017 and an increasingly greater market reputation. To achieve better internal management, the Company further improved the Articles of Association, reinforced the construction of internal control system and the supervision of key projects. By deepening the medium-term special audit, it improved risk prevention and control ability and the quality of internal audit work. As timely measures are taken to solve problems, operational efficiency of the Company is improved. 2. Significant Change to Principal Activities in the Reporting Period □ Yes √ No 3. Product Category Contributing over 10% of Principal Business Revenue or Profit √ Applicable □ Not applicable Unit: RMB YoY change in YoY change in YoY change in Product Gross profit Operating revenue Operating profit operating operating gross profit category margin revenue (%) profit (%) margin (%) Diesel 1,945,336,290.52 291,243,934.15 14.97% -12.88% -9.10% 0.62% engines 6 Changchai Company, Limited Annual Report 2018 (Summary) Gasoline 130,329,100.71 16,313,056.85 12.52% -18.98% -16.03% 0.44% engines 4. Business Seasonality that Calls for Special Attention □ Yes √ No 5. Significant YoY Changes in Operating Revenue, Cost of Sales and Net Profit Attributable to the Listed Company’s Ordinary Shareholders or Their Compositions □ Applicable √ Not applicable 6. Possibility of Listing Suspension or Termination □ Applicable √ Not applicable 7. Matters Related to Financial Reporting (1) YoY Changes to Accounting Policies, Accounting Estimates or Measurement Methods √ Applicable □ Not applicable 1. Changes to accounting policies Notes of the Ministry of Finance on Revising and Printing the Format of 2018 General Enterprises Financial Statement (CK [2018] No. 15) was issued by the Ministry of Finance on 15 June 2018, which revised the format of general enterprises financial statements. After it was being reviewed and approved by the 14th Meeting of the 8th Board of Directors, the Company began to implement the above-mentioned notice on the required time by the Ministry of Finance. And retroactive adjustment was adopted for the changes in the accounting policy. The items and amount of the influenced consolidated balance sheet on 31 December 2017: Unit: RMB Before adjustment After adjustment Item Amount Item Amount Notes receivable 716,404,345.57 Notes and accounts 1,108,415,299.12 Accounts receivable 392,010,953.55 receivable Other receivables 5,794,971.22 Interest receivable 0.00 Other receivables 5,794,971.22 Dividends receivable 0.00 Fixed assets 560,049,970.50 Fixed assets 560,049,970.50 Disposal of fixed assets 0.00 Construction in process 94,581,989.06 Construction in process 94,581,989.06 Engineering material 0.00 Notes payable 347,070,500.00 Notes and accounts 963,299,000.18 7 Changchai Company, Limited Annual Report 2018 (Summary) Accounts payable 616,228,500.18 payable Other payables 192,094,243.08 Interest payable 0.00 Other payables 195,985,676.91 Dividends payable 3,891,433.83 Administrative expense 184,550,915.26 107,835,619.11 Administrative expense R&D expense 76,715,296.15 2. Changes to accounting estimates No such cases in the Reporting Period. (2) Retrospective Restatements due to Correction of Material Accounting Errors in the Reporting Period □ Applicable √ Not applicable No such cases. (3) YoY Changes to the Scope of Consolidated Financial Statements □ Applicable √ Not applicable No such cases. 8