Changchai Company, Limited Annual Report 2018 CHANGCHAI COMPANY, LIMITED ANNUAL REPORT 2018 April 2019 Changchai Company, Limited Annual Report 2018 Table of Contents Part I Important Notes, Table of Contents and Definitions........................................................... 3 Part II Corporate Information and Key Financial Information................................................... 5 Part III Business Summary............................................................................................................. 10 Part IV Operating Performance Discussion and Analysis............................................................12 Part V Significant Events.................................................................................................................27 Part VI Share Changes and Shareholder Information................................................................. 38 Part VII Preferred Shares................................................................................................................44 Part VIII Directors, Supervisors, Senior Management and Staff................................................45 Part IX Corporate Governance.......................................................................................................52 Part X Corporate Bonds.................................................................................................................. 58 Part XI Financial Statements.......................................................................................................... 59 Part XII Documents Available for Reference...............................................................................171 Changchai Company, Limited Annual Report 2018 Part I Important Notes, Table of Contents and Definitions The Board of Directors (or the “Board”), the Supervisory Committee as well as the directors, supervisors and senior management of Changchai Company, Limited (hereinafter referred to as the “Company”) 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. 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. 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. Any plans for the future and other forward-looking statements mentioned in this Report shall NOT be considered as absolute promises of the Company to investors. Therefore, investors are kindly reminded to pay attention to possible investment risks. The Company has described in detail the risks it might face in “Part IV Operating Performance Discussion and Analysis”, IX, “4. Possible Risks in Future” herein. The Board has approved a final dividend plan 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. 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. 3 Changchai Company, Limited Annual Report 2018 Definitions Term Definition The “Company”, “Changchai” or Changchai Company, Limited and its consolidated “we” subsidiaries, except where the context otherwise requires Changzhou Changchai Benniu Diesel Engine Fittings Co., Changchai Benniu Ltd. Changchai Wanzhou Changchai Wanzhou Diesel Engine Co., Ltd. Housheng Investment Changzhou Housheng Investment Co., Ltd. Changzhou Changchai Housheng Agricultural Equipment Housheng Agricultural Equipment Co., Ltd. Changzhou Fuji Changchai Robin Gasoline Engine Co., Changchai Robin Ltd. Expressed in the Chinese currency of Renminbi, expressed RMB, RMB’0,000 in tens of thousands of Renminbi The “Reporting Period” or “Current The period from 1 January 2018 to 31 December 2018 Period” 4 Changchai Company, Limited Annual Report 2018 Part II Corporate Information and Key Financial Information I Corporate Information Stock name Changchai, Changchai-B Stock code 000570, 200570 Stock exchange for stock listing Shenzhen Stock Exchange Company name in Chinese 常柴股份有限公司 Abbr. 苏常柴 Company name in English CHANGCHAI COMPANY, LIMITED Abbr. CHANGCHAI CO., LTD. Legal representative Shi Xinkun Registered address 123 Huaide Middle Road, Changzhou, Jiangsu, China Zip code 213002 Office address 123 Huaide Middle Road, Changzhou, Jiangsu, China Zip code 213002 Company website http://www.changchai.com.cn Email address cctqm@public.cz.js.cn II Contact Information Board Secretary Securities Representative Name He Jianjiang 123 Huaide Middle Road, Address Changzhou, Jiangsu, China Tel. (86)519-68683155 Fax (86)519-86630954 Email address cchjj@changchai.com III Media for Information Disclosure and Place where this Report Is Lodged Newspapers designated by the Company for Securities Times, Ta Kung Pao (HK) information disclosure Website designated by CSRC for publication of http://www.cninfo.com.cn this Report Place where this Report is lodged Board Secretariat of the Company and the Shenzhen Stock 5 Changchai Company, Limited Annual Report 2018 Exchange IV Change to Company Registered Information Unified social credit code 91320400134792410W Change to principal activity of the No change Company since going public On 22 November 2018, the State-owned Assets Supervision and Administration Commission of Changzhou Municipal People’s Every change of controlling Government transferred its entire holdings of 170,845,236 shares in the shareholder since incorporation Company (a stake of 30.43%) to Changzhou Investment Group Co., Ltd. for no compensation. These shares are non-restricted public shares. V Other Information The independent audit firm hired by the Company: Name Jiangsu Gongzheng Tianye Certified Public Accountants LLP Office address Yingtong Commerce Building, Changzhou, Jiangsu, China Accountants writing signatures Dai Weizhong, Xu Wenxiang The independent sponsor hired by the Company to exercise constant supervision over the Company in the Reporting Period: □ Applicable √ Not applicable The independent financial advisor hired by the Company to exercise constant supervision over the Company in the Reporting Period: □ Applicable √ Not applicable VI Key Financial Information Indicate by tick mark whether there is any retrospectively restated datum in the table below. □ Yes √ No 2018-over-2017 2018 2017 2016 change (%) Operating revenue (RMB) 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 shareholders 62,021,374.04 46,431,302.73 33.58% 62,539,896.17 (RMB) Net profit attributable to the -43,333,196.13 18,818,435.16 —— 56,835,566.28 listed company’s shareholders 6 Changchai Company, Limited Annual Report 2018 before exceptional items (RMB) Net cash generated from/used 273,819,526.89 -121,669,279.39 —— 99,473,944.04 in operating activities (RMB) Basic earnings per share 0.11 0.08 37.50% 0.11 (RMB/share) Diluted earnings per share 0.11 0.08 37.50% 0.11 (RMB/share) Weighted average return on 2.84% 2.00% 0.84% 3.00% equity (%) Change of 31 December 2018 31 December 2018 31 December 2017 31 December 2016 over 31 December 2017 (%) Total assets (RMB) 3,542,019,195.75 3,722,905,285.05 -4.86% 3,724,857,266.71 Equity attributable to the listed company’s shareholders 2,043,308,026.74 2,246,896,857.86 -9.06% 2,323,712,892.92 (RMB) VII Accounting Data Differences under China’s Accounting Standards for Business Enterprises (CAS) and International Financial Reporting Standards (IFRS) and Foreign Accounting Standards 1. Net Profit and Equity under CAS and IFRS □ Applicable √ Not applicable No difference for the Reporting Period. 2. Net Profit and Equity under CAS and Foreign Accounting Standards □ Applicable √ Not applicable No difference for the Reporting Period. VIII 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 11,343,577.44 7,294,980.22 4,670,842.38 38,711,974.00 listed company’s shareholders 7 Changchai Company, Limited Annual Report 2018 Net profit attributable to the listed company’s shareholders 11,141,982.06 6,120,841.19 -5,982,192.17 -54,613,827.21 before exceptional items Net cash generated from/used in -73,259,277.76 67,650,424.61 -48,642,944.44 328,071,324.48 operating 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 IX Exceptional Gains and Losses √ Applicable □ Not applicable Unit: RMB Item 2018 2017 2016 Note Gain or loss on disposal of non-current assets (inclusive of -265,966.68 1,005,800.62 6,254,028.26 impairment allowance write-offs) Government subsidies charged to current profit or loss (exclusive of government subsidies given in the Company’s ordinary course of 6,291,685.65 8,456,560.85 7,948,135.65 business at fixed quotas or amounts as per the government’s uniform standards) Capital occupation charges on non-financial enterprises that are 938,737.87 1,200,592.21 1,340,364.82 charged to current profit or loss Income equal to the amount by which investment costs for the Company to obtain subsidiaries, associates and joint ventures are 19,924,486.12 lower than the Company’s enjoyable fair value of identifiable net assets of investees when making investments Gain or loss on fair-value changes Sale of the in trading financial assets and 20,000,000 Bank liabilities & investment income 105,672,874.83 654,862.68 1,058,569.81 of Jiangsu shares from disposal of trading financial in the Reporting assets and liabilities and Period available-for-sale financial assets 8 Changchai Company, Limited Annual Report 2018 (exclusive of effective portion of hedges that arise in the Company’s ordinary course of business) Reversed portion of impairment allowance for loan by mandate 10,000,000.00 which are tested individually for impairment Gain or loss on re-measurement by the fair value of equity interests in joint ventures before acquisition 1,751,203.43 dates in business combinations not under common control Non-operating income and expense 1,392,895.84 -4,441,830.05 -9,328,953.27 other than the above Less: Income tax effects 18,670,371.98 951,629.77 1,294,119.50 Non-controlling interests 5,285.36 -12,821.48 273,695.88 effects (net of tax) Total 105,354,570.17 27,612,867.57 5,704,329.89 -- 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. 9 Changchai Company, Limited Annual Report 2018 Part III Business Summary I Principal Activity of the Company 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. II Significant Changes in Major Assets 1. Significant Changes in Major Assets Major assets Main reason for significant changes The ending amount stood at RMB800,960,036.69, up 86.14% from the beginning Monetary capital amount, primarily due to the company's sale of shares of Jiangsu Bank and the maturity of some bank acceptance bills held by the company. The ending amount stood at RMB9,244,584.42, up 59.53% from the beginning amount, primarily driven by the temporary loans granted by the subsidiary Other receivables Changzhou Housheng Investment Co., Ltd. to Changzhou Changjiang Foundry Materials Co., Ltd., among others, in the Reporting Period. The ending amount stood at RMB498,851,369.49, down 37.13% from the beginning Available-for-sale amount, primarily driven by the sale of the 20,000,000 Bank of Jiangsu shares in the financial assets Reporting Period. 2. Major Assets Overseas □ Applicable √ Not applicable III Core Competitiveness Analysis 1. Advantages in Brand Changchai is a national industrial enterprise with a history of over one hundred years. It is one of the earliest professional manufacturers of internal combustion engines in China. The diesel engine of "Changchai" brand is China's brand-name product. The enterprise has been certified by ISO9000 quality system, ISO14001 10 Changchai Company, Limited Annual Report 2018 environmental management system, ISO/TS16949 automotive product quality management system, and accessed to the national export-free enterprise qualification. Changchai was honorably ranked among “the Top One Hundred Chinese Enterprises in Engineering Industry” and “China Pacesetter Enterprise of Industrial Industry” for several times, and was awarded the honorary title of “State-level Enterprise of Observing Contracts and Keeping Promise”, “China's Agricultural Machinery Parts and Components Leading Enterprises”, “China's Agricultural Machinery AAA Credit Enterprise”, “Jiangsu Independent Industries Brand Top 50”, “Quality Management Excellence Award of Jiangsu Province”, “Mayor Quality Award of Changzhou City”, also our company won as the 10 users most satisfied leading brands in “Jing Geng” competition in the last five years, as well as China’s Most Valuable Brands Top 500 for 14 consecutive years. In 2018, the Company was granted the honors of Science and Technology Award of China’s Machinery Industry, Annual Most Influential Brand of China’s Agricultural Machinery Industry, 40 years of Reform and Opening-up Award - Outstanding Contribution Enterprise of Jiangsu Agricultural Machinery Industry, 40 years of Reform and Opening-up Award - Outstanding Contribution of China’s Agricultural Machinery Industry, and Model Enterprises of National Quality and Credit Benchmark. For many years, in the process of achieving steady economic development of the enterprise, we developed in a sound manner and cultivated the “Changchai” brand, a famous small diesel engine brand of China with independent intellectual property rights. 2. Advantages in Technology The Company has a state-level technology center and post-doctoral research station, and a research center of small and medium-power internal combustion engine engineering and technology in Jiangsu Province. Currently, it is mainly engaged in production of small and medium-power single-cylinder and multi-cylinder diesel engine. It has a complete product range, a wide power level coverage, a high reputation and intellectual property rights for its main products. In 2018, the Company applied common rail technology to single cylinder diesel engine for the first time. The 3M78 series diesel engine was also granted the first Compliance Certificate for Euro V Emission Standards of Non-road Mobile Machinery under 19 kW in China. The first mass production of air-cooled and water-cooled common rail single cylinder engines for non-road State III electronic control model was launched. The project “Key Technologies of G Series Agricultural Diesel Engines” applied by the Company was granted the second prize of Science and Technology Award of China’s Machinery Industry. Currently, the Company has a total of 139 patents granted by authorities at home and abroad, including 14 invention patents. 3. Advantages in Marketing Changchai has built up a sales service network covering the whole country, with 5 sales business units, 27 sales service centers, and 799 service stations. The Company has passed the customs’ high-level enterprise certification. With a perfect diesel sales service network system, the Company is able to provide high quality, efficient and timely services for customers. 11 Changchai Company, Limited Annual Report 2018 Part IV Operating Performance Discussion and Analysis I Overview 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 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. 12 Changchai Company, Limited Annual Report 2018 II Core Business Analysis 1. Overview See “I Overview” above. 2. Revenue and Cost Analysis (1) Breakdown of Operating Revenue Unit: RMB 2018 2017 As % of total As % of total Change Operating Operating revenue operating operating (%) revenue revenue (%) revenue (%) Total 2,132,902,718.60 100% 2,423,058,958.29 100% -11.97% By operating division Internal combustion 2,093,039,249.58 98.13% 2,393,799,573.65 98.79% -12.56% engines Other 39,863,469.02 1.87% 29,259,384.64 1.21% 36.24% By product category Diesel engines 1,945,336,290.52 91.21% 2,232,948,960.31 92.15% -12.88% Gasoline 130,329,100.71 6.11% 160,850,613.34 6.64% -18.98% engines Other 57,237,327.37 2.68% 29,259,384.64 1.21% 95.62% By operating segment Domestic 1,785,012,986.06 83.69% 2,067,943,295.18 85.34% -13.68% Overseas 347,889,732.54 16.31 % 355,115,663.11 14.66% -2.03% (2) Operating Division, Product Category or Operating Segment Contributing over 10% of Operating Revenue or Operating Profit √ Applicable □ Not applicable Is the Company subject to any industry-specific disclosure requirements? No. Unit: RMB Gross YoY change in YoY change in YoY change in Operating revenue Cost of sales profit operating cost of sales gross profit 13 Changchai Company, Limited Annual Report 2018 margin revenue (%) (%) margin (%) By operating division Internal combustion 2,093,039,249.58 1,782,146,126.35 14.85% -12.56% -13.23% 0.65% engines By product category Diesel 1,945,336,290.52 1,654,092,356.37 14.97% -12.88% -13.51% 0.62% engines Gasoline 130,329,100.71 114,016,043.86 -18.98% -19.38% 0.44% engines 12.52% Other 57,237,327.37 45,336,185.43 20.79% — — — By operating segment Domestic 1,785,012,986.06 1,474,704,353.06 17.38% -13.68% -14.60% 0.89% Overseas 347,889,732.54 338,740,232.60 2.63% -2.03% -2.11% 0.08% Core business data of the prior year restated according to the changed statistical caliber for the Reporting Period: □ Applicable √ Not applicable (3) Whether Revenue from Physical Sales Is Higher than Service Revenue √ Yes □ No Operating Item Unit 2018 2017 Change (%) division Unit sales Unit 556,443 686,264 -18.92% Diesel engines Output Unit 562,223 661,077 -14.95% Inventory Unit 65,596 59,816 9.66% Any over 30% YoY movements in the data above and why: □ Applicable √ Not applicable (4) Execution Progress of Major Signed Sales Contracts in the Reporting Period □ Applicable √ Not applicable (5) Breakdown of Cost of Sales Unit: RMB 2018 2017 Product Item As % of total As % of total Change (%) category Cost of sales Cost of sales cost of sales cost of sales 14 Changchai Company, Limited Annual Report 2018 (%) (%) Diesel engines Raw materials 1,422,647,277.45 78.45% 1,625,846,295.28 78.43% -12.50% Diesel engines Labor cost 238,105,274.10 13.13% 272,591,904.14 13.15% -12.65% Diesel engines Depreciation 75,456,887.66 4.16% 76,438,334.33 3.69% -1.28% Diesel engines Energy 28,471,079.99 1.57% 32,657,278.01 1.58% -12.82% (6) Changes in the Scope of Consolidated Financial Statements for the Reporting Period □ Yes √ No (7) Major Changes to the Business Scope or Product or Service Range in the Reporting Period □ Applicable √ Not applicable (8) Major Customers and Suppliers Major customers: Total sales to top five customers (RMB) 863,147,321.92 Total sales to top five customers as % of total sales of the Reporting Period (%) 40.47% Total sales to related parties among top five customers as % of total sales of the 0.00% Reporting Period (%) Information about top five customers: Sales revenue contributed for the As % of total sales revenue No. Customer Reporting Period (RMB) (%) 1 Customer 1 370,156,919.61 17.35% 2 Customer 2 167,159,534.53 7.84% 3 Customer 3 140,526,505.47 6.59% 4 Customer 4 98,451,038.00 4.62% 5 Customer 5 86,853,324.31 4.07% Total -- 863,147,321.92 40.47% Other information about major customers: □ Applicable √ Not applicable Major suppliers: Total purchases from top five suppliers (RMB) 242,596,738.21 Total purchases from top five suppliers as % of total purchases of the Reporting 15.30% Period (%) Total purchases from related parties among top five suppliers as % of total purchases 0.00% of the Reporting Period (%) 15 Changchai Company, Limited Annual Report 2018 Information about top five suppliers: Purchase in the Reporting Period No. Supplier As % of total purchases (%) (RMB) 1 Supplier 1 109,533,473.78 6.91% 2 Supplier 2 47,748,909.62 3.01% 3 Supplier 3 35,176,114.00 2.22% 4 Supplier 4 25,685,549.31 1.62% 5 Supplier 5 24,452,691.50 1.54% Total -- 242,596,738.21 15.30% Other information about major suppliers: □ Applicable √ Not applicable 3. Expense Unit: RMB 2018 2017 Change (%) Reason for any significant change Selling expense 126,997,066.87 102,297,713.37 24.14% Administrative 116,027,838.96 107,835,619.11 7.60% expense Mainly due to the decrease in corporate interest income and Finance costs -903,762.30 -2,290,794.39 — the increase in bank charges during the Reporting Period. R&D expenses 72,182,840.78 76,715,296.15 -5.91% 4. R&D Expense √ Applicable □ Not applicable Details about R&D expense: 2018 2017 Change (%) Number of R&D personnel 368 373 -1.34% R&D personnel as % of total employees 11.55% 10.87% 0.68% R&D expense (RMB) 72,182,840.78 76,715,296.15 -5.91% R&D expense as % of operating revenue 3.38% 3.17% 0.21% Capitalized R&D expense (RMB) 0.00 0.00 0.00% Capitalized R&D expense as % of total R&D 0.00% 0.00% 0.00% expense Reasons for any significant YoY change in the percentage of R&D expense in operating revenue: 16 Changchai Company, Limited Annual Report 2018 □ Applicable √ Not applicable Reason for any sharp variation in the percentage of capitalized R&D expense and rationale: □ Applicable √ Not applicable 5. Cash Flows Unit: RMB Item 2018 2017 Change (%) Subtotal of cash generated from operating activities 2,494,609,605.84 2,406,119,189.23 3.68% Subtotal of cash used in operating activities 2,220,790,078.95 2,527,788,468.62 -12.14% Net cash generated from/used in operating activities 273,819,526.89 -121,669,279.39 —— Subtotal of cash generated from investing activities 157,994,762.83 21,199,959.56 645.26% Subtotal of cash used in investing activities 51,775,807.81 175,764,577.00 -70.54% Net cash generated from/used in investing activities 106,218,955.02 -154,564,617.44 —— Subtotal of cash generated from financing activities 40,700,000.00 51,900,000.00 -21.58% Subtotal of cash used in financing activities 58,922,496.75 33,680,577.83 74.95% Net cash generated from/used in financing activities -18,222,496.75 18,219,422.17 —— Net increase in cash and cash equivalents 361,815,985.16 -258,014,474.66 —— Explanation of why any of the data above varies significantly: √ Applicable □ Not applicable The significant changes of net cash flows from operating activities were mainly due to the cash collection of bank acceptance draft held by the bank. The significant changes of net cash flows from investing activities was the joint influence of the cash inflows from the Company selling the stocks of Bank of Jiangsu, and cash outflows from investing Changzhou Synergetic Equity Investment Partnership (LLP). The significant changes of net cash flows from financing activities were mainly due to the increase of returning bank loans in the Reporting Period. Reason for any big difference between the net operating cash flow and the net profit for this Reporting Period √ Applicable □ Not applicable It was due to the bank acceptance bill is collected and realized, the increase of net cash flows from operating activities; the sale of the stocks of Bank of Jiangsu which obtained much investment income and added the cash flows from investing activities. III Analysis of Non-Core Businesses □ Applicable √ Not applicable 17 Changchai Company, Limited Annual Report 2018 IV Analysis of Assets and Liabilities 1. Significant Changes in Asset Composition Unit: RMB 31 December 2018 31 December 2017 Change As % of As % of in Reason for any significant Amount total Amount total percentag change assets assets e (%) The ending amount stood at RMB800,960,036.69, up 86.14% from the beginning amount, primarily due to the Monetary capital 800,960,036.69 22.61% 430,305,367.71 11.56% 11.05% company's sale of shares of Jiangsu Bank and the maturity of some bank acceptance bills held by the company. Accounts receivable 378,859,159.11 10.70% 392,010,953.55 10.53% 0.17% Inventories 557,953,891.70 15.75% 508,246,807.48 13.65% 2.10% Investment property 50,656,007.63 1.43% 52,864,348.43 1.42% 0.01% Long-term equity 0.00 0.00% 0.00 0.00% 0.00% investments Fixed assets 511,250,371.37 14.43% 560,049,970.50 15.04% -0.61% Construction in 89,090,384.71 2.52% 94,581,989.06 2.54% -0.02% progress Short-term 27,000,000.00 0.76% 24,900,000.00 0.67% 0.09% borrowings Long-term borrowings 2,000,000.00 0.06% 21,500,000.00 0.58% -0.52% 2. Assets and Liabilities at Fair Value √ Applicable □ Not applicable Unit: RMB Gain/loss on Cumulative Impairment Purchase fair-value fair-value allowance Sold in the Beginning d in the Ending Item changes in the changes for the Reporting amount Reporting amount Reporting charged to Reporting Period Period Period equity Period 18 Changchai Company, Limited Annual Report 2018 Financial assets Available-for 438,065,500.0 -sale 793,522,639. -167,897,500.0 147,000,000. 370,940,00 0 financial 04 0 00 0.00 assets Subtotal of 438,065,500.0 793,522,639. -167,897,500.0 147,000,000. 370,940,00 financial 0 04 0 00 0.00 assets 438,065,500.0 Total of 793,522,639. -167,897,500.0 147,000,000. 370,940,00 0 above 04 0 00 0.00 Financial 0.00 0.00 0.00 0.00 0.00 liabilities Significant changes to the measurement attributes of the major assets in the Reporting Period: □ Yes √ No 3. Restricted Asset Rights as at the Period-End Item Ending carrying value Reasons Monetary capital 113,880,397.10Cash deposits of bank acceptance’s bill and letter of credit House constructions 9,151,848.69Mortgage of bank loan Land use right 1,005,328.00Mortgage of bank loan Machinery equipment 51,191,810.97Mortgage of bank loan Total 175,229,384.76 V Investments Made 1. Total Investment Amount √ Applicable □ Not applicable Investments made in Reporting Investments made in same period of +/-% Period (RMB) last year (RMB) 20,315,967.20 126,280,000.00 -83.91% 19 Changchai Company, Limited Annual Report 2018 2. Major Equity Investments Made in the Reporting Period □ Applicable √ Not applicable 3. Major Non-Equity Investments Ongoing in the Reporting Period □ Applicable √ Not applicable 4. Financial Investments (1) Securities Investments □ Applicable √ Not applicable No such cases in the Reporting Period. (2) Investments in Derivative Financial Instruments □ Applicable √ Not applicable No such cases in the Reporting Period. 5. Use of Funds Raised □ Applicable √ Not applicable No such cases in the Reporting Period VI Sale of Major Assets and Equity Interests 1. Sale of Major Assets √ Applicable □ Not applicable Net Net The Th Implem profit profit prope e ented Tra of the of the Rel rty inv as Rel nsa assets assets atio right olv schedul ated ctio contrib Impa sale nshi of the ed e or Dis -par Cou Sol Dat n uting cts to contrib Prici p invol all not, if Dis clos ty nter d e of pric to the the uting ng wit ved cre not, clos ure tran part ass the e Compa Com to the princi h assets dits explain ure inde sact y ets sale (R ny pany Compa ple cou has and the date x ion MB from ny nter transf liab reasons or 0’0 the as % of part erred iliti and the not 00) period- total y owne es measur begin net rship tra e taken to the profit or not nsf by the 20 Changchai Company, Limited Annual Report 2018 date of err Compa the ed ny sale or (RMB not 0’000) Liqui dizin g remn ant Ba assets nk 22 of the 23 Seco of No Com No Centra ndar Jia ve 6,5 pany, Not ve 201 5,534.8 89.24 lized y ng mb 34. and No -rel Yes Yes Yes mb 8-0 3 % biddin mar su’ er 83 supp ated er 32 g ket s 201 ortin 201 sto 8 g the 8 cks devel opme nt of main busin ess Raisi ng Ba funds nk 24 to 25 Seco of Dec imple Centra Dec ndar Jia 5,9 Not 201 em 4,908.0 ment 79.13 lized em y ng 08. No -rel Yes Yes Yes 8-0 ber 5 the % biddin ber mar su’ 05 ated 47 201 proje g 201 ket s 8 ct of 8 sto light cks engin es 2. Sale of Major Equity Interests □ Applicable √ Not applicable VII Major Subsidiaries √ Applicable □ Not applicable 21 Changchai Company, Limited Annual Report 2018 Major fully/majority-owned subsidiaries and those minority-owned subsidiaries with an over 10% effect on the Company’s net profit: Unit: RMB Relationsh Principal Registered Operating Operating Name ip with the activity Total assets Net assets Net profit capital revenue profit Company Production of Changchai 55,063,000 171,749,23 89,780,051. 199,151,372 -2,055,514. -1,447,732. Subsidiary diesel engine Benniu .00 5.63 07 .46 73 64 accessories Changchai Diesel engine 85,000,000 71,640,662. 48,874,516. 46,653,660. 1,362,904.1 1,117,933. Subsidiary Wanzhou assembly .00 30 38 46 8 80 External Housheng investment 40,000,000 47,236,108. 46,302,405. Subsidiary 938,737.87 909,172.33 640,592.73 Investment and .00 89 6 consulting agricultural machinery Housheng product of 10,000,000 36,401,983. 1,373,471.2 17,505,784. -6,040,644. -6,036,994. Agricultural Subsidiary rice .00 51 1 08 34 34 Equipment transplanter etc. Gasoline Changchai 37,250,000 94,799,310. 81,500,148. 130,329,100 10,103,960. 6,896,226. Subsidiary engines Robin .00 09 68 .71 02 52 assembly Subsidiaries obtained or disposed in the Reporting Period: □ Applicable √ Not applicable VIII Structured Bodies Controlled by the Company □ Applicable √ Not applicable IX Prospects 1. Industry competition structure and development tendency In 2018, China's agricultural machinery industry was in a period of deep adjustment. The new agricultural machinery market developed rapidly, and niche market was preferred by consumers. The traditional agricultural machinery market was facing challenges and difficulties from transformation and upgrading. In 2019, China's agricultural machinery market is expected to stay in a period of cyclical low ebb. The industry will be still in a period of deep adjustment, as the environmental protection governance will become more stringent, but on the 22 Changchai Company, Limited Annual Report 2018 other hand, the national macro-economy will be positive in the long run. The agricultural machinery market is prospective from the perspective of long-term development. As total market demand is large, it is not only an opportunity but also a challenge for agricultural machinery manufacturers, who need to accelerate the upgrading of agricultural machinery products and technology. In addition, the huge pressure brought by the new energy industry to traditional internal-combustion engine companies has forced traditional engine manufacturers to actively or passively become involved in the development of new energy automotive industries. At present, the development trend and market situation of the industry are mainly as follows: firstly, the demand for agricultural machinery and commercial vehicles slows down, bringing further competition of the industry; secondly, market needs time to accept the rising cost of product emission upgrade; thirdly, users are very concerned about reliability, vibration, noise and appearance quality of diesel engines, and the extension of Three Guarantees increases the service cost of the enterprise.Overall, the diesel market competition is fierce. The industry will further reshuffle, and there will be better market prospects for diesel engines with high-performance in energy saving and environmental protection. 2. Company development strategies: To base on the farm machinery, do stronger in the power, develop the fields and develop scientifically. The current products market structure of the Company mainly distributed in the farm equipment such as the walking tractor, big small and medium-sized wheeled tractors, caterpillar tractors, gardening tractors, plant protection tractors, tractors for peanut harvest, and combine harvesters; agricultural small construction machinery, three rounds and low-speed vehicles; light trucks, pickups automobile industry; generator and water pump, small ship auxiliary machinery. The Company would take the market and users’ demands as the orientation to seize the main line of the products and to improve the quality and increase the efficiency as well as to do better in the power and to constantly enhance the market competitiveness. In the field of agricultural machinery, the Company maintained a leading position in the horsepower segment and continues to expand the market share, and actively explored and entered the market in large-horse-powered vehicles and non-road-specific power supporting areas for engineering use. In the terminal area, the Company actively expanded the market share of transplanter products. In addition, the Company extended its product structure to the gasoline engine field by acquiring a joint venture with Changzhou Fuji Changchai Robin Gasoline Engine Co., Ltd. The Company will further innovate the management mechanism, accelerate the progress of product development and vigorously expand the market to promote the sustained and steady development of the Company. 3. Operation Plan for the Year 2019: We should improve the quality of single cylinder machinery, and expand application of multi-cylinder machinery. In respect of terminal, we should pursue breakthrough and internal cost savings. As park construction commenced, we should accelerate industrial transformation and upgrading. The sales income achieves RMB 2.1 billion and sales of new products exceed 80,000 sets are expected in 2019. The above operation plan does not represent the profit forecast of Y2019 by the listed company, and whether can be realized depends on various factors on the changes of market conditions and the effort level of the management team. There is a lot of uncertainty, and investors should pay special attention on it. 4. Possible risks and countermeasures: (1) Market risk: With fierce competition, over-capacity of some products and the total available market of the single cylinder engine were in a decline tendency as well as the demand from the industry was insufficient. And the profitability of the enterprises faced with rather great pressure. In the future, emission standards of internal combustion engines 23 Changchai Company, Limited Annual Report 2018 will be further updated and air pollution control will be further stringent. Safety production and environmental protection will be normalized, and the industry will still be in a period of deep adjustment. However, long-term improvement of the national macro-economy remains unchanged, and the agricultural machinery market is still promising with a large total market demand. The Company takes the following counter-measures for future development: To enhance the advantages of key products and the follow-up R&D strength of the Company. 2. To adapt to market changes for opportunities to expand domestic and foreign markets. 3. To improve internal and external quality control and promote the quality of whole machine and parts up to a new level. 4. To proceed with technological transformation projects in an orderly manner and improve company equipment. 5. To further implement lean management for improvements of production and operation efficiency. 6. To improve the quality of employees and provide human resources support for company development. (2) Industrial risk: The rapid development of new energy vehicles is bound to affect the traditional fuel automobile industry and its industrial chain, specifically, it will directly affect the engine and gearbox manufacturing industry, and generate a greater impact on the traditional gasoline and diesel engine industry. Although the maturity of related industries in the field of new energy may take years, more than a decade or even longer for transition, the trend is inevitable. In response to the upgrading of emission standards and the rapid development of new energy industries, enterprises in the traditional internal-combustion engine industry need to seek new development opportunities to shift industrial risks. Countermeasures: The first measure is to prepare layout in new energy industries in advance to seize the opportunity for industry development. The second one is to increase the R&D intensity of new products that meets the standards of non-road national Grade IV and other new products, increase product emission standards, and take advanced diesel engine products as the basis of the Company to explore the development direction of new industries and meet the industrial upgrading and transformation. (3) Policy risk: The macro-economic environment is complex and changeable, economic growth is slowing down and the policy on the diesel engine emissions is becoming stricter and stricter, which increased the operating difficulties and the pressure. As such, the market demands for some products of the Company will be affected to some extent. Countermeasures: The Company will pay close attention to the government’s economic macro-control policies and market developments. To promote the work such as “promote the products upgrade and quality enhancing”, to embrace the upgrading of the engine emission standards, to accelerate the forging of the new “Standard V” platform, and to execute the necessary products resources reserves in advance. (4) Talent risk: As the Company keeps, in recent years, improving operational efficiency and technological innovation to cope with the increasingly fierce market competition and industry development trend, the demand for professional and senior management personnel is greatly increased. Countermeasures: Firstly, introduce all kinds of high-ranking talents through varieties of channels and strengthen personnel training. Secondly, the Company also makes optimization in the performance appraisal system and incentive pay 24 Changchai Company, Limited Annual Report 2018 system and strengthens the training of employees to reduce the loss of professionals and strengthens personnel for the construction of talented personnel teams. X Communications with the Investment Community such as Researches, Inquiries and Interviews 1. During the Reporting Period √ Applicable □ Not applicable Way of Type of Date communi communication Index to main information communicated cation party 23 December 2018 Other Individual Inquired the equity investment of the Company 23 December 2018 Other Individual Inquired the invested project of the Company 19 December 2018 Other Individual Inquired the future planning of the Company Inquired whether there was horizontal competition of 18 December 2018 Other Individual investment project of the Company Inquired the situations of majority-owned subsidiary of 12 December 2018 Other Individual the Company Inquired the conditions of the land which will be 10 December 2018 Other Individual purchased in the future of the Company Inquired the progress of the project of lithium battery 10 December 2018 Other Individual membrane of industry funds established by the Company 27 November 2018 Other Individual Inquired the operations of the Company 20 November 2018 Other Individual Inquired the share repurchases of the Company 19 November 2018 Other Individual Inquired the equity investment project of the Company 19 November 2018 Other Individual Inquired the equity investment project of the Company 16 November 2018 Other Individual Inquired the participation in profit of the Company 16 November 2018 Other Individual Inquired the operations of the Company 16 November 2018 Other Individual Inquired the share repurchases of the Company 12 November 2018 Other Individual Inquired the equity investment project of the Company 31 October 2018 Other Individual Inquired the equity transfer of the Company 22 October 2018 Other Individual Inquired the equity transfer of the Company 22 October 2018 Other Individual Inquired the equity transfer of the Company Inquired the progress of the project of lithium battery 13 August 2018 Other Individual membrane of industry funds established by the Company 25 Changchai Company, Limited Annual Report 2018 18 July 2018 Other Individual Inquired the repurchase of B share 1 June 2018 Other Individual Inquired the equity transfer of the Company Inquired the share holdings of senior executives of the 11 May 2018 Other Individual Company 11 May 2018 Other Individual Inquired the reform of state-owned enterprises Inquired the reform of state-owned enterprises toward 6 April 2018 Other Individual mixed system 31 March 2018 Other Individual Inquired the reform of the Company 31 March 2018 Other Individual Inquired the market value management of the Company 31 March 2018 Other Individual Inquired the cooperation with Jiangsu World Inquired the development of Southeast Asian market of 13 March 2018 Other Individual the Company Inquired the reform of state-owned enterprises toward 13 March 2018 Other Individual mixed system Inquired the time to disclose the earnings 29 January 2018 Other Individual preannouncement of the Company Inquired the cooperation with scientific research 18 January 2018 Other Individual institution and institution of higher education Inquired the cooperation intention with foreign 3 January 2018 Other Individual companies Times of communications 32 Number of institutions communicated with 0 Number of individuals communicated with 32 Number of other communication parties 0 Tip-offs or leakages of substantial supposedly-confidential information during None communications 26 Changchai Company, Limited Annual Report 2018 Part V Significant Events I Profit Distributions to Ordinary Shareholders (in the Form of Cash and/or Stock) How the profit distribution policy, especially the cash dividend policy, for ordinary shareholders was formulated, executed or revised in the Reporting Period: √ Applicable □ Not applicable In Articles of Association, which had confirmed the specific profits distribution and cleared out the conditions, standards and proportion of the cash bonus, stipulated the decision-making progress of the formulation and alternation of the profits distribution policies and the chapters as well as the regulations fully ensure the opportunities for the medium and small shareholders to exert the functions and to provide advices as well as appeals. The cash bonus of recent 3 years of the Company met with the regulations of the Articles of Association and during the decision-making process of the profits distribution proposal, the Independent Directors stated the independent advices and fully respected the advices from the medium and small shareholders. The profits distribution preplan and the turning capital reserve into share capital preplan of the Company were both met with the relevant regulations of the Articles of Association and so on. Special statement about the cash dividend policy In compliance with the Company’s Articles of Association and Yes resolution of general meeting Specific and clear dividend standard and ratio Yes Complete decision-making procedure and mechanism Yes Independent directors faithfully performed their duties and played Yes their due role Non-controlling interests are able to fully express their opinion and Yes desire and their legal rights and interests are fully protected In case of adjusting or changing the cash dividend policy, the conditions and procedures involved are in compliance with applicable N/A regulations and transparent The profit distributions to ordinary shareholders, either in the form of cash or stock, in the past three years (including the Reporting Period) are summarized as follows: Year Profits distribution proposal Turning capital reserve into Execution share capital proposal 2018 Distributed RMB0.25 of every 10 No Still needed to submit to the shares (taxes including) Annual General Meeting 2017 Distributed RMB0.30 of every 10 No Finished the execution shares (taxes including) 2016 Distributed RMB0.30 of every 10 No Finished the execution 27 Changchai Company, Limited Annual Report 2018 shares (taxes including) Cash dividend for ordinary shareholders in the past three years (including the Reporting Period): Unit: RMB Net profit attributable to Total cash ordinary Cash Cash A as % dividends shareholders of the dividends C as % D as % Year dividends (tax of B (including those listed company in in other of B (%) of B (%) inclusive) (A) (%) in other forms) consolidated forms (C) (D) statements for the year (B) 2018 14,034,358.15 62,021,374.04 22.63% 0.00 0.00% 14,034,358.15 22.63% 2017 16,841,229.78 46,431,302.73 36.27% 0.00 0.00% 16,841,229.78 36.27% 2016 16,841,229.78 62,539,896.17 26.93% 0.00 0.00% 16,841,229.78 26.93% Indicate by tick mark whether the Company fails to put forward a cash dividend proposal for the ordinary shareholders despite the facts that the Company has made profits in the Reporting Period and the profits of the Company as the parent distributable to the ordinary shareholders are positive. □ Applicable √ Not applicable II Final Dividend Plan for the Reporting Period √ Applicable □ Not applicable Bonus shares for every 10 shares (share) 0 Dividend for every 10 shares (RMB) (tax included) 0.25 Turning capital reserve into share capital for every 10 shares (share) 0 Total shares as the basis for the allocation preplan (share) 561,374,326 Cash dividends in other forms (such as share repurchase) (RMB) 0 Total cash dividends (including those in other forms) (RMB) 14,034,358.15 Distributive profit (RMB) 643,968,465.93 Total cash dividends (including those in other forms) as % of total profit distribution 100.00% Cash dividend situation Other Details about the profit allocation or turning capital reserve into share capital The preplan of the profits distribution reviewed and approved by the Board of Directors of the Company was: based on the total share capital of the Company on 31 December 2018, the Company distributed the cash bonus of RMB0.25 (tax included) of every 10 shares for the whole shareholders. There was no bonus share and no turn from capital reserve to share capital of 2018. 28 Changchai Company, Limited Annual Report 2018 III Fulfillment of Commitments 1. Commitments of the Company’s Actual Controller, Shareholders, Related Parties and Acquirers, as well as the Company Itself and other Entities Fulfilled in the Reporting Period or Ongoing at the Period-end √Applicable □ Not applicable Type Date of of Term of Fulfillme Commitment Promisor Details of commitment commitment commi commitment nt making tment 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 the loss and extracting for the common reserves) in this year or half Changch year and abundant money flow and Other commitments ai no influence on the following-up Year made to minority Compan bonus going concern after cash bonus, the 11 May 2017 Ongoing 2017-2019 shareholders y, profits allocated by cash every year Limited shouldn’t be lower than 10% of the allocable profits from parent company. Meanwhile, the 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 Specific reasons for failing to fulfill commitments on time N/A and plans for next step (if any) 2. Where there had been an earnings forecast for an asset or project and the Reporting Period was still within the forecast period, explain why the forecast has been reached for the Reporting Period. □ Applicable √ Not applicable 29 Changchai Company, Limited Annual Report 2018 IV Occupation of the Company’s Capital by the Controlling Shareholder or Its Related Parties for Non-Operating Purposes □ Applicable √ Not applicable No such cases in the Reporting Period. V Explanations Given by the Board of Directors, the Supervisory Board and the Independent Directors (if any) Regarding the Independent Auditor's “Modified Opinion” on the Financial Statements of the Reporting Period □ Applicable √ Not applicable There were no retrospective restatements due to correction of material accounting errors in the Reporting Period VI YoY Changes to Accounting Policies, Estimates and 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 Accounts payable 616,228,500.18 payable Other payables 192,094,243.08 Other payables 195,985,676.91 Interest payable 0.00 30 Changchai Company, Limited Annual Report 2018 Dividends payable 3,891,433.83 Administrative expense Administrative expense 107,835,619.11 184,550,915.26 R&D expense 76,715,296.15 2. Changes to accounting estimates No such cases in the Reporting Period. VII Retrospective Restatements due to Correction of Material Accounting Errors in the Reporting Period □ Applicable √ Not applicable No such cases in the Reporting Period. VIII YoY Changes to the Scope of the Consolidated Financial Statements □ Applicable √ Not applicable No such cases in the Reporting Period. IX Engagement and Disengagement of Independent Auditor Current independent auditor: Name of the domestic independent auditor Jiangsu Gongzheng Tianye Certified Public Accountants LLP The Company’s payment to the domestic 60 independent auditor (RMB’0,000) How many consecutive years the domestic independent auditor has provided audit 17 service for the Company Names of the certified public accountants from the domestic independent auditor Dai Weizhong, Xu Wenxiang writing signatures on the auditor’s report How many consecutive years the certified public accountants have provided audit Dai Weizhong three years, Xu Wenxiang one year service for the Company Indicate by tick mark whether the independent auditor was changed for the Reporting Period. □ Yes √ No Independent auditor, financial advisor or sponsor engaged for the audit of internal controls: √ Applicable □ Not applicable During Reporting Period, the Company hired Jiangsu Gongzheng Tianye Certified Public Accountants LLP as the internal control auditor at the cost of RMB120,000. 31 Changchai Company, Limited Annual Report 2018 X Possibility of Listing Suspension or Termination after Disclosure of this Report □ Applicable √ Not applicable XI Insolvency and Reorganization □ Applicable √ Not applicable No such cases in the Reporting Period. XII Major Legal Matters √Applicable □ Not applicable Involved Index to Provisio Decisions Execution of Disclosure General information amount Progress disclosed n and effects decisions date (RMB’0,000) information About the lawsuit case of Shandong Hongli Group Co., Ltd., the accused company Under the owed accumulatively compulsory RMB14.36 million to the Judged execution by Company. The Company for the the court and sued to Changzhou 1,436 No N/A second in the process Intermediate People’s Court trial of liquidation in 2001 and sued for and compulsory execution in bankruptcy April, 2002. Currently, the defendant has started the bankruptcy procedure. XIII Punishments and Rectifications □ Applicable √ Not applicable No such cases in the Reporting Period. XIV Credit Quality of the Company as well as Its Controlling Shareholder and Actual Controller □ Applicable √ Not applicable 32 Changchai Company, Limited Annual Report 2018 XV Equity Incentive Plans, Employee Stock Ownership Plans or Other Incentive Measures for Employees □ Applicable √ Not applicable No such cases in the Reporting Period. XVI Major Related-Party Transactions 1. Continuing Related-Party Transactions □ Applicable √ Not applicable No such cases in the Reporting Period. 2. Related-Party Transactions Regarding Purchase or Sales of Assets or Equity Interests □ Applicable √ Not applicable No such cases in the Reporting Period. 3. Related Transactions Regarding Joint Investments in Third Parties □ Applicable √ Not applicable No such cases in the Reporting Period. 4. Credits and Liabilities with Related Parties □ Applicable √ Not applicable No such cases in the Reporting Period. 5. Other Major Related-Party Transactions □ Applicable √ Not applicable No such cases in the Reporting Period. XVII Major Contracts and Execution thereof 1. Entrustment, Contracting and Leases (1) Entrustment □ Applicable √ Not applicable 33 Changchai Company, Limited Annual Report 2018 No such cases in the Reporting Period. (2) Contracting □ Applicable √ Not applicable No such cases in the Reporting Period. (3) Leases □ Applicable √ Not applicable No such cases in the Reporting Period. 2. Major guarantees √ Applicable □ Not applicable (1) Guarantees Unit: RMB'0,000 Guarantees provided by the Company as the parent and its subsidiaries for external parties (exclusive of those for subsidiaries) Disclosure Actual Guarant date of the occurrence Actual Having ee for a guarantee Line of Type of Term of Obligor date (date of guarantee expired related line guarantee guarantee guarantee agreement amount or not party or announceme signing) not nt Guarantees between the Company as the parent and its subsidiaries Disclosure Actual Guarant date of the occurrence Actual Having ee for a guarantee Line of Type of Term of Obligor date (date of guarantee expired related line guarantee guarantee guarantee agreement amount or not party or announceme signing) not nt Changzhou Changchai 29 Housheng 29 November Joint November 2,000 2,000 1 year No No Agricultural 2018 liability 2018 Equipment Co., Ltd. Total approved line for such Total actual amount of 2,000 2,000 guarantees in the Reporting such guarantees in the 34 Changchai Company, Limited Annual Report 2018 Period (B1) Reporting Period (B2) Total actual balance of Total approved line for such such guarantees at the guarantees at the end of the 2,000 2,000 end of the Reporting Reporting Period (B3) Period (B4) Guarantees provided between subsidiaries Disclosure Actual Guarant date of the occurrence Actual Having ee for a guarantee Line of date Type of Term of Obligor guarantee expired related line guarantee (date of guarantee guarantee amount or not party or announceme agreement not nt signing) Total guarantee amount (total of the three kinds of guarantees above) Total actual guarantee Total guarantee line approved amount in the in the Reporting Period 2,000 2,000 Reporting Period (A1+B1+C1) (A2+B2+C2) Total actual guarantee Total approved guarantee line balance at the end of at the end of the Reporting 2,000 2,000 the Reporting Period Period (A3+B3+C3) (A4+B4+C4) Total actual guarantee amount (A4+B4+C4) as % of the 0.98% Company’s net assets Of which: Balance of guarantees provided for shareholders, actual 0 controller and their related parties (D) Balance of debt guarantees provided directly or indirectly for obligors with an over 70% debt/asset ratio 2000 (E) Amount by which the total guarantee amount exceeds 0 50% of the Company’s net assets (F) Total of the three amounts above (D+E+F) 2000 Explanation on possibility to bear joint liability due to N/A undue guarantees Explanation on the external guarantees in violation of N/A stipulated procedures (2) Irregularities in Provision of Guarantees □ Applicable √ Not applicable 35 Changchai Company, Limited Annual Report 2018 No such cases in the Reporting Period. 3. Cash Entrusted to Other Entities for Management (1) Cash Entrusted for Wealth Management √ Applicable □ Not applicable Overviews of cash entrusted for wealth management during the Reporting Period Unit: RMB’0,000 Specific type Capital resources Amount incurred Undue Balance Overdue amount Broker financial Self-owned funds 2,208.41 400.00 0.00 products Whether there is the case where the principal cannot be recovered at maturity or other case which may cause impairment for entrusted asset management □ Applicable √ Not applicable (2) Entrusted Loans □ Applicable √ Not applicable No such cases in the Reporting Period. 4. Other Major Contracts □ Applicable √ Not applicable No such cases in the Reporting Period. XVIII Corporate Social Responsibility (CSR) 1. Measures Taken to Fulfill CSR Commitment The Company holds the principles of compliance of laws, strict procedures, prudence and integrity. Based on the core values of “customer first, staff first, rewarding shareholders and benefiting the society”, it improves the production efficiency and operation quality and fulfills its responsibilities and obligations to shareholders, employees, consumers and suppliers to realize common development of the Company and stakeholders. Moreover, the Company develops based on national policies and needs to provide support for the construction of agriculture, countryside and farmers. In order to conform to the construction of low-carbon economy and coordinate with the direction of social development, the Company invests a lot in product research and development and completes energy conservation and emission reduction work for a green and better life. 1. Guaranty of interests of shareholders. The Company improves the corporate governance structure and internal management control system based on relevant legal norms and regulations. The work of general meeting of shareholders, board of directors and board of supervisors is carried out in strict accordance with the Articles of Association. The disclosure of company information is based on truth, accuracy and completeness. All 36 Changchai Company, Limited Annual Report 2018 shareholders enjoy fairness and guaranteed legitimate rights and interests entitled. 2. Care for employees. The Company considers staff first and takes the protection of employees' rights and interests seriously. It invests a lot in personnel training to improve staff initiative and creativity for common development of company and staff. Besides performance, the Company also cares for personal and family well-being of staff to build a harmonious labor-management relationship. 3. Protection of the rights and interests of consumers, customers and suppliers. The Company upholds the enterprise ethics of “advocating science, integrity and trustworthiness” in production and operation activities and product sales. It develops good cooperative relations with suppliers and customers and coordinates the work of all parties for sharing of wealth. It improves services according to market demand and response and guarantees the rights and interests of customers. By providing complete services for consumers and improving customer satisfaction, the Company realizes greater achievements. 4. Sustainable development. Based on the national policies and actual situation, the Company takes the opportunity of emission standard updating of non-road machinery and rural construction to promote the research and development of agricultural machinery products and speeds up product updating. Under the support of relevant government departments, the Company proceeds the construction of industrial parks in accordance with urban planning in an orderly manner to form industrial agglomeration for the implement of urban planning and a green and harmonious living environment. 2. Measures Taken for Targeted Poverty Alleviation The Company didn’t take any targeted measures to help people lift themselves out of poverty during the Reporting Period, no subsequent plan temporarily too. 3. Issues Related to Environmental Protection □ Applicable √ Not applicable Indicate by tick mark whether the Company or any of its subsidiaries is identified as a major polluter by the environmental protection authorities. No The Company and its subsidiaries are not the major polluter identified by the environmental protection authorities of China during the Reporting Period. The Company attaches great importance to the work of environmental protection, and requires the subsidiaries to build corresponding environmental protection facilities according to the actual situation of production and operation, strictly controlling the pollutants, like “waste gas, waste water, and waste residue” generated from the production process. XIX Other Significant Events □ Applicable √ Not applicable No such cases in the Reporting Period. XX Significant Events of Subsidiaries □ Applicable √ Not applicable 37 Changchai Company, Limited Annual Report 2018 Part VI Share Changes and Shareholder Information I. Share Changes 1. Share Changes Unit: share Increase/decrease in the Reporting Before After Period (+/-) Shares Shares as as dividend Percen New dividend converte Subtot Percenta Shares tage Other Shares issues converte d from al ge (%) (%) d from capital profit reserves I. Restricted shares 0 0.00% 0 0.00% 1.Shares held by the state 0 0.00% 0 0.00% 2. Shares held by state-own 0 0.00% 0 0.00% Legal-person 3. Shares held by other domestic 0 0.00% 0 0.00% investors Among which: shares held by 0 0.00% 0 0.00% domestic legal person Shares held by domestic natural 0 0.00% 0 0.00% person 4.Oversea shareholdings 0 0.00% 0 0.00% Among which: shares held by 0 0.00% 0 0.00% oversea legal person Shares held by oversea natural 0 0.00% 0 0.00% person 561,374, 100.00 561,374, II. Unrestricted shares 100.00% 326 % 326 411,374, 73.28 411,374, 1. RMB ordinary shares 73.28% 326 % 326 2. Domestically listed foreign 150,000, 26.72 150,000, 26.72% shares 000 % 000 3. Oversea listed foreign shares 0 0.00% 0 0.00% 4. Other 0 0.00% 0 0.00% 38 Changchai Company, Limited Annual Report 2018 561,374, 100.00 561,374, III. Total shares 100.00% 326 % 326 Reasons for share changes: □ Applicable √ Not applicable Approval of share changes: □ Applicable √ Not applicable Transfer of share ownership: √Applicable □ Not applicable The former controlling shareholders State-owned Assets Supervision and Administration Commission of Changzhou Municipal People's Government and Changzhou Investment Group Co., Ltd. signed the Agreement on Gratuitous Transfer of State-owned Shares of Changchai Co., Ltd. on 16 August 2018 for the proposal of transferring 170,845,236 shares of Changchai Co., Ltd. held by the State-owned Assets Supervision and Administration Commission of Changzhou Municipal People's Government to Changzhou Investment Group Co., Ltd.. The work of gratuitous transfer of 170,845,236 shares (accounting for 30.43% of the Company's total equity) of the Company from State-owned Assets Supervision and Administration Commission of Changzhou Municipal People's Government to Changzhou Investment Group Co., Ltd. was completed on 22 November 2018. The nature of the shares is unrestricted public shares. Effects of share changes on the basic and diluted earnings per share, equity per share attributable to the Company’s ordinary shareholders and other financial indicators of the prior year and the prior accounting period, respectively: □ Applicable √ Not applicable Other information that the Company considers necessary or is required by the securities regulator to be disclosed: □ Applicable √ Not applicable 2. Changes in Restricted Shares □ Applicable √ Not applicable II. Issuance and Listing of Securities 1. Securities (Exclusive of Preferred Shares) Issued in the Reporting Period □ Applicable √ Not applicable 2. Changes to Total Shares, Shareholder Structure and Asset and Liability Structures 39 Changchai Company, Limited Annual Report 2018 □ Applicable √ Not applicable 3. Existing Staff-Held Shares □ Applicable √ Not applicable III Shareholders and Actual Controller 1. Shareholders and Their Shareholdings at the Period-End Unit: share Number of Number of preferred ordinary Number of shareholders with Number of shareholders at preferred resumed voting ordinary 49,051 the month-end 57,411 shareholders 0 0 rights at the shareholders prior to the with resumed month-end prior disclosure of this voting rights to the disclosure Report of this Report 5% or greater shareholders or top 10 shareholders Increase/ Shares in pledge Shareho Total shares decrease or frozen Name of Nature of lding Restricted Unrestricted held at the in the shareholder shareholder percenta shares held shares held period-end Reporting Status Shares ge Period Changzhou State-owned Investment 30.43% 170,845,236 170,845,236 legal person Group Co., Ltd KGI Asia Foreign legal 0.57% 3,189,845 3,189,845 Limited person Domestic Zhang Ruirong 0.32% 1,789,800 1,789,800 natural person Domestic Wan Peizhong 0.29% 1,645,800 1,645,800 natural person Domestic Huang Guoliang 0.27% 1,528,891 1,528,891 natural person Domestic Hu Wenyong 0.27% 1,500,066 1,500,066 natural person Gao Yuehua Domestic 0.25% 1,390,500 1,390,500 40 Changchai Company, Limited Annual Report 2018 natural person Domestic Li Suinan 0.24% 1,356,000 1,356,000 natural person Domestic Xiong Shunbao 0.23% 1,282,251 1,282,251 natural person Vanguard Total Foreign legal International 0.23% 1,277,294 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. Top 10 unrestricted shareholders Unrestricted shares held at the Shares by type Name of shareholder period-end Type Shares Changzhou Investment Group 170,845,236 RMB ordinary shares 170,845,236 Co., Ltd Domestically listed KGI Asia Limited 3,189,845 3,189,845 foreign shares Zhang Ruirong 1,789,800 RMB ordinary shares 1,789,800 Wan Peizhong 1,645,800 RMB ordinary shares 1,645,800 Domestically listed Huang Guoliang 1,528,891 1,528,891 foreign shares Domestically listed Hu Wenyong 1,500,066 1,500,066 foreign shares Gao Yuehua 1,390,500 RMB ordinary shares 1,390,500 Domestically listed Li Suinan 1,356,000 1,356,000 foreign shares Xiong Shunbao 1,282,251 RMB ordinary shares 1,282,251 Vanguard Total International Domestically listed 1,277,294 1,277,294 Stock Index Fund foreign shares Related or acting-in-concert It is unknown whether there is among the top 10 public shareholders and the parties among top 10 unrestricted top 10 unrestricted public shareholders any related parties or acting-in-concert public shareholders, as well as parties as defined in the Administrative Measures for Information Regarding 41 Changchai Company, Limited Annual Report 2018 between top 10 unrestricted Shareholding Alteration. public shareholders and top 10 shareholders Top 10 ordinary shareholders involved in securities margin N/A trading 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. Controlling Shareholder Nature of the controlling shareholder: Controlled by a local state-owned legal person Type of the controlling shareholder: legal person Legal Name of controlling representative/ Date of Unified social credit Principal activity shareholder person in establishment code charge Changzhou Investment Property investment Chen Limin 20 June 2002 91320400467283980X Group Co., Ltd and management Controlling shareholder’s holdings in other listed companies at home or None abroad in the Reporting Period Change of the controlling shareholder in the Reporting Period: √Applicable □ Not Applicable Name of new controlling shareholder Changzhou Investment Group Co., Ltd Date of change 22 November 2018 Index to the appointed website http://www.cninfo.com.cn 2018-031 Disclosure date on the appointed website 23 November 2018 3. Actual Controller Nature of the actual controller: Local institution for state-owned assets management Type of the actual controller: legal person Name of actual controller Legal Date of Unified social credit code Principal activity 42 Changchai Company, Limited Annual Report 2018 representative/p establish erson in charge ment State-owned Assets Supervision and Administration Commission of Liu Yuedong 01411025-1 Not applicable Changzhou Municipal People’s Government Other listed companies at home or abroad controlled by the actual None controller in the Reporting Period Change of the actual controller during the Reporting Period: □ Applicable √ Not applicable No such cases in the Reporting Period. 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. Indicate by tick mark whether the actual controller controls the Company via trust or other ways of asset management. □ Applicable √ Not applicable 4. Other 10% or Greater Corporate Shareholders □ Applicable √ Not applicable 43 Changchai Company, Limited Annual Report 2018 5. Limitations on Shareholding Decrease by the Company’s Controlling Shareholder, Actual Controller, Reorganizer and Other Commitment Makers □ Applicable √ Not applicable Part VII Preferred Shares □ Applicable √ Not applicable No preferred shares in the Reporting Period. 44 Changchai Company, Limited Annual Report 2018 Part VIII Directors, Supervisors, Senior Management and Staff I Change in Shareholdings of Directors, Supervisors and Senior Management Ending Incumbent/ Name Office title Gender Age Start of tenure End of tenure shareholding Former (share) Chairman of the Shi Xinkun Incumbent Male 55 18 October 2016 17 October 2019 0 Board Vice Chairman He Jianguang Former Male 55 18 October 2016 29 January 2019 0 of the Board Director, Zhang Xin General Incumbent Male 53 18 October 2016 17 October 2019 0 Manager Director, Shi Jianchun Vice-general Incumbent Male 57 18 October 2016 17 October 2019 0 Manager Xu Qian Director Former Female 56 18 October 2016 17 December 2018 0 Lin Tian Director Incumbent Male 56 17 December 2018 17 October 2019 0 Zhang Qiong Director Incumbent Female 61 18 October 2016 17 October 2019 0 Independent Li Minghui Incumbent Male 45 18 October 2016 17 October 2019 0 director Independent Jia Bin Incumbent Male 41 18 October 2016 17 October 2019 0 director Independent Feng Genfu Incumbent Male 62 18 October 2016 17 October 2019 0 director Vice-general Yin Lihou Incumbent Male 55 18 October 2016 17 October 2019 0 Manager Vice-general Xu Yi Incumbent Male 55 18 October 2016 17 October 2019 0 Manager Vice-general Liu Xiaoyun Incumbent Male 57 18 October 2016 17 October 2019 0 Manager 45 Changchai Company, Limited Annual Report 2018 Vice-general Wei Jinxiang Incumbent Male 56 18 October 2016 17 October 2019 0 Manager Chairman of the Ni Mingliang Incumbent Male 52 18 October 2016 17 October 2019 0 Supervisor Zhu Min Supervisor Incumbent Male 55 18 October 2016 17 October 2019 0 Xie Supervisor Incumbent Male 50 18 October 2016 17 October 2019 0 Guozhong Lu Zhonggui Supervisor Incumbent Male 52 18 October 2016 17 October 2019 0 Liu Yi Supervisor Incumbent Male 50 18 October 2016 17 October 2019 0 Secretary of the He Jianjiang Incumbent Male 40 18 October 2016 17 October 2019 0 Board Total -- -- -- -- -- -- 0 II Change of Directors, Supervisors and Senior Management √Applicable □ Not applicable Name Office title Type of change Date of change Reason for change Vice Chairman of He Jianguang Left 29 January 2019 Job transfer the Board Changes in Xu Qian Director Left 17 December 2018 shareholder Changes in Lin Tian Director Appointed 17 December 2018 shareholder III Biographical Information Professional backgrounds, major work experience and current duties in the Company of the incumbent directors, supervisors and senior management: Shi Xinkun: He acted as vice-president of Changzhou Investment Group Co., Ltd. Now, he is the Chairman of the Board and Party Secretary in our company. Zhang Xin: He successively took the posts of Sales Manager, General Manager Assistant, and vice-general manager in our company. Now, he acts as Director, General Manager, and deputy Party Secretary of our company. Shi Jianchun: He successively acted as Party Secretary, Director, Vice-general Manager and Secretary of the Board of the Company. Now he is the Director, Vice-general Manager and Chairman of the Board of Housheng Investment Co., Ltd. Lin Tian: He successively worked as deputy director of enterprise development Dept., GM of investment management Dept. II and I, assistant president in Changzhou Investment Group Co., Ltd. Now he is the vice president, director of Changzhou Investment Group Co., Ltd., and the director of the Company. 46 Changchai Company, Limited Annual Report 2018 Zhang Qiong: She successively acted as Lecturer and Associate Professor in Department of Law of Anhui University, Deputy Director of Intellectual Property Office and Director of Legal Affairs Office in Shenzhen Huawei Technologies Co., Ltd, Senior Manager, Assistant Secretary General of Shenzhen Innovation Investment Group Ltd, Director, General Manager, and consultant of Anhui Hongtu Venture Capital Co., Ltd. Now, she works as the supervisor of Synergetic Funds Management Limited, and the director of the Company. Feng Genfu: he held the post of Dean of Institute of Economics and Finance in Xi’an Jiaotong University. Now, he is Professor and Doctoral Advisor of Institute of Economics and Finance in Xi’an Jiaotong University, Independent Director of Datang International Power Generation Co., Ltd., and China Securities Co., Ltd, and the independent director of the Company. Li Minghui: He acted as Lecturer and Associate Professor of School of Accounting in Xiamen University, Associate Professor and Professor of School of Accounting in Nanjing University Business School. Now he is the Doctoral Supervisor of School of Accounting in Nanjing University Business School, independent director of Baosheng Science & Technology Innovation Co., Ltd, Nanjing Securities Co., Ltd, and Jiangsu Fasten Co., Ltd., and independent director of the Company. Jia Bin: He successively acted as the Deputy Director of No.1 Research office in Tianjin Research Institute of Internal Combustion Engine, now he acts as the Director of No.1 Research office in Tianjin Research Institute of Internal Combustion Engine and Secretary-general of CICEIA Small Gasoline Engine Branch, and independent director of the Company. Yin Lihou: He worked as Minister of Human Resources Department and General Manager Assistant. Now he acts as Deputy General Manager of the Company, and the Chairman of the Board of Changchai Robin. Xu Yi: He successively took the posts of Director of Technical Center and General Manager Assistant. Now he is Vice-general Manager of the Company. Liu Xiaoyun: He successively acted as Multi-cylinder Engine Factory Director, Minister of Purchase Department, and General Manager Assistant in the Company. Now he acts as Deputy General Manager of the Company. Wei Jinxiang: He successively held the posts of Department Director of Quality Assurance Department, General Manager Assistant of the Company. Now he acts as Deputy General Manager of the Company, and the chairman of Changchai Wanzhou, Changchai Benniu, and Housheng Agricultural Equipment. Ni Mingliang: Now he acts as Deputy Party Secretary, Secretary of Commission, Chairman of Labor Union and Chairman of the Supervisory. Zhu Min: Now he acts as Deputy Section Chief and Principal Staff Member of Changzhou SASAC Property Rights, and Section Supervisor of Supervisory., and supervisor of the Company. Xie Guozhong: Now he acts as General Manager Assistant of the Company, General Manager and Secretary of Party General Branch of the Sales Company, and Supervisor of the Company and Director of Housheng Agriculture Equipment. Lu Zhonggui: Now he acts as Minister of political Department of the Company, Office Director, Secretary of Organ Party General Branch as well as employee supervisor of the Company. Liu Yi: He successively took the posts of Assistant Minister of Enterprise Management Department. Now he acts as Deputy Director of Audit Department and Supervisor of the Company and Supervisor of Changchai 47 Changchai Company, Limited Annual Report 2018 Wanzhou. He Jianjiang: He successively acted as the Section Member, Assistant Minister, Vice Minister of Investment and Development Department in our Company, Representative of Securities in the Company. Now he is Secretary of the Board and Minister of Investment and Development Department in our Company, and Director of Housheng Investment, Changchai Robin, Housheng Agricultural Equipment, and Changchai Wanzhou. Offices held concurrently in shareholding entities: Remuneration or Office held in the allowance from Name Shareholding entity Start of tenure End of tenure shareholding entity the shareholding entity Changzhou Investment Vice president, Lin Tian December 2017 Yes Group Co., Ltd. director Offices held concurrently in other entities: Remuneration or End of Name Other entity Office held in the entity Start of tenure allowance from tenure the entity Zhang Synergetic Funds Management Supervisor Yes Qiong Limited Nanjing University Doctoral Supervisor 1 April 2012 Baosheng Science & Li Independent Director 3 December 2014 Technology Innovation Co., Ltd Yes Minghui Nanjing Securities Co., Ltd Independent Director 12 May 2016 Jiangsu Fasten Co., Ltd Independent Director 20 April 2015 Tianjin Research Institute of the Director of No.1 1 March 2009 Internal Combustion Engine Research office Jia Bin Secretary-general of Yes China Internal Combustion CICEIA Small Gasoline 1 November 2011 Engine Industry Association Engine Branch. Institute of Economics and Professor and Doctoral Finance in Xi’an Jiaotong 1 March 2016 Feng Advisor University Genfu Yes Datang International Power Independent Director 30 June 2016 Generation Co., Ltd. China Securities Co., Ltd. Independent Director 15 May 2015 Punishments imposed in the recent three years by the securities regulator on the incumbent directors, supervisors 48 Changchai Company, Limited Annual Report 2018 and senior management as well as those who left in the Reporting Period: □ Applicable √ Not applicable IV Remuneration of Directors, Supervisors and Senior Management Decision-making procedure, determination basis and actual payments of remuneration for directors, supervisors and senior management: In 2018, the monthly salaries of directors, supervisors and senior executives in the Company were in line with the stipulations of relevant salary management and grade standards, and the benefits of the Company and assessment results. The Director Lin Tian obtained salaries in shareholders' entities. Remuneration of directors, supervisors and senior management for the Reporting Period Unit: RMB’0,000 Total Any before-tax Incumbent/For remuneration Name Office title Gender Age remuneration mer from related from the party Company Chairman of the Shi Xinkun Male 55 Incumbent 50.98 No Board Vice Chairman of the He Jianguang Male 55 Former 50.98 No Board Director, Zhang Xin Male 53 Incumbent 50.98 No General Manager Director, Shi Jianchun Vice-general Male 57 Incumbent 50.98 No Manager Xu Qian Director Female 56 Former 0 Yes Lin Tian Director Male 56 Incumbent 0 Yes Zhang Qiong Director Female 61 Incumbent 0 No Li Minghui Independent director Male 45 Incumbent 5 No Jia Bin Independent director Male 41 Incumbent 5 No Feng Genfu Independent director Male 62 Incumbent 5 No Vice-general Yin Lihou Male 55 Incumbent 42.77 No Manager Xu Yi Vice-general Male 55 Incumbent 44.55 No 49 Changchai Company, Limited Annual Report 2018 Manager Vice-general Liu Xiaoyun Male 57 Incumbent 43.66 No Manager Vice-general Wei Jinxiang Male 56 Incumbent 42.33 No Manager Chairman of the Ni Mingliang Male 52 Incumbent 43.66 No Supervisor Zhu Min Supervisor Male 55 Incumbent 0 Yes Xie Guozhong Supervisor Male 50 Incumbent 41.22 No Lu Zhonggui Supervisor Male 52 Incumbent 16.65 No Liu Yi Supervisor Male 50 Incumbent 15.50 No Secretary of the He Jianjiang Male 40 Incumbent 31.96 No Board Total -- -- -- -- 541.22 -- Equity incentives for directors, supervisors and senior management in the Reporting Period: □ Applicable √ Not applicable V Employees 1. Number, Functions and Educational Backgrounds of Employees Number of in-service employees of the Company as the parent 2,595 Number of in-service employees of major subsidiaries 591 Total number of in-service employees 3,186 Total number of paid employees in the Reporting Period 3,186 Number of retirees to whom the Company as the parent or its 0 major subsidiaries need to pay retirement pensions Functions Function Employees Production 2,168 Sales 230 Technical 368 Financial 41 50 Changchai Company, Limited Annual Report 2018 Administrative 346 Other 33 Total 3,186 Educational backgrounds Educational background Employees Junior high school graduates and below 1,417 High school graduates 918 College graduates and technical secondary school graduates 556 Bachelors 275 Masters and above 20 Total 3,186 2. Employee Remuneration Policy The Company always adhered to the principle of tilting the remuneration incentive mechanism towards excellent talents, so as to display the roles of various professional technicians, management staffs and skilled backbones. Besides, it adhered to the principle of increasing the employee’s income integrated with increasing labor production efficiency and production & operation efficiency, so as to perfect the salary structure and further increase employees’ income steadily. 3. Employee Training Plans The Company established the Management Rules on the Education & Training for Employees, aiming to enhance employees’ quality and try its best to cultivate a team of faithful and highly professional talents. Besides, it innovated the training mechanism, optimized the training environment, and reinforced to encourage employees to attend various training, so as to inspire the employees’ potential to the maximum extent and further promote the sustainable development of the Company. 4. Labor Outsourcing □ Applicable √ Not applicable 51 Changchai Company, Limited Annual Report 2018 Part IX Corporate Governance I General Information of Corporate Governance In the Reporting Period, the Company was strictly in line with laws, statutes such as Company Law, Securities Laws, Code of Corporate Governance of Listed Companies, Guide Opinion on Establishment of Independent Director System by Listed Companies and Guidelines on Internal Controls of Listed Companies and so on, continuously perfected corporate governance, established and accomplished internal management and control system, consistently and deeply put forward corporate governance activities, so as to further normalized operation of the Company, raising corporate governance level, laying a guard for steady and healthy development of the Company, protect legal rights and interests of the Company and all shareholders. The Company promulgated or revised a series of internal control system through all aspects of normal operation and management activities in accordance with each national laws and regulations, characteristics of the industry, operation and self-managing business, and improved it continuously, and finally formed a normative management system. And formulated a series of management system, process and standard covered each operation link and level of the financial assets control, human resources management, quality environment management and internal audit supervisor etc., which ensured all the work had rules to follow. Indicate by tick market whether there is any material incompliance with the regulatory documents issued by the CSRC governing the governance of listed companies. □ Yes √ No No such cases in the Reporting Period. II The Company’s Independence from Its Controlling Shareholder in Business, Personnel, Asset, Organization and Financial Affairs The Company was totally independent from the controlling shareholder Changzhou Investment Group Co., Ltd in terms of assets, business, personnel, organization and financing, with independent & complete business and capability to operate independently. III Horizontal Competition □ Applicable √ Not applicable IV Annual and Special General Meetings Convened during the Reporting Period 1. General Meeting Convened during the Reporting Period Investor Index to disclosed Meeting Type participation Date of the meeting Disclosure date information ratio The 2017 Annual Annual General 0.03% 17 May 2018 18 May 2018 2018-014 General Meeting Meeting 52 Changchai Company, Limited Annual Report 2018 The 1st Extraordinary Extraordinary 18 December General Meeting of General 0.02% 17 December 2018 2018-044 2018 2018 Meeting 2. Special General Meetings Convened at the Request of Preferred Shareholders with Resumed Voting Rights □ Applicable √ Not applicable V Performance of Duty by Independent Directors in the Reporting Period 1. Attendance of Independent Directors at Board Meetings and General Meetings Attendance of independent directors in board meetings Due presence Presence by Presence Absent for two Independent in this Presence on Absence telecommunic through a consecutive director Reporting site (times) (times) ation (times) proxy (times) times Period (times) Li Minghui 8 3 5 0 0 No Feng Genfu 8 2 5 1 0 No Jia Bin 8 2 5 1 0 No Attendance of independent directors in meetings of 2 shareholders as non-voting delegates (times) Why any independent director failed to attend two consecutive board meetings: Not applicable. 2. Objections Raised by Independent Directors on Matters of the Company Indicate by tick mark whether any independent directors raised any objections on any matter of the Company. □ Yes √ No No such cases in the Reporting Period. 3. Other Information about the Performance of Duty by Independent Directors Indicate by tick mark whether any suggestions from independent directors were adopted by the Company. √ Yes □ No Suggestions from independent directors adopted or not adopted by the Company: The independent directors of the Company in line with the law, rules, normative documents and obligations given by the Company of the Company law, Article of Associations and Independent Directors Work Rules, comprehensively focused on the development and operation of the Company, actively attended the general meeting of shareholder and meeting of board of directors, and given independent opinions for the significant 53 Changchai Company, Limited Annual Report 2018 events of the Company, and effectively maintained the profits of the Company and all the shareholders. The Company actively listened to the suggestions from the independent directors upon the significant events and adopted them. VI Performance of Duty by Specialized Committees under the Board in the Reporting Period 1. Summary Report on Responsibility Performance of the Audit Committee under the Board of Directors: During the Reporting Period, the Audit Committee under the Board of Directors performed its duty according to the diligent and responsible principle, based on relevant regulations such as the Company Law, the Guidelines for Corporate Governance of Listed Companies, the Articles of Association as well as provisions in the Enforcement Regulation of the Audit Committee under the Board of Director of the Company. (1) Major work of Audit Committee in Reporting Period: 1) Periodically examined the working plan and execution of inner control of the Company; 2) Communicated fully with the CPAs firm on plan and content of audit; 3) Urged the CPAs firm to summit report as scheduled; 4) The Audit Committee reviewed the financial statements of the Company before the audit and after the issuance of preliminary opinion by the CPAs firm. After it communicated with the CPAs firm on some important items as well as major accounting estimation items, audit adjustment items and important accounting policies which were likely to have potential influence on the financial statements, it considered that the financial statements reflected the overall situation of the Company authentically, accurately and completely. 5) Submitted the summary report on annual audit of the Company conducted by the CPAs firm to the Board of Directors; 6) Advised to continue the appointment of Jiangsu Gongzheng Certified Public Accountants Co., Ltd as the audit institution of the Company in 2019. (2) Written opinions on financial statements of the Company issued by the Audit Committee 1) On 22 March 2019, the Audit Committee the Audit Committee examined the financial statements of the Company after the certified public accountants had issued the preliminary opinion on the statements, and issued a written opinion as follows: The financial statements of the Company were prepared in accordance with the New Accounting Standards for Enterprises and relevant financial rules of the Company, and faithfully reflected the financial position of the Company, as well as the business results and cash flows in 2018 in all material aspects. 2) With regard to the audited financial statements 2018, on 9 April 2019, the Audit Committee made the following resolution: the Audit Committee reviewed the financial statements 2018 audited by auditors, and believed that the said financial statements faithfully reflected the financial position of the Company as at 31 December 2018, as well as the business results and cash flows in 2018 in all material aspects. It agreed to submit the statements to the Board of Directors for examination and approval. (3) Summary report on the audit work conducted by the CPAs firm in 2018: According to the annual audit plan jointly formulated by the Audit Committee and Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd, auditors communicated fully with the management personnel of the Company and members of the Audit Committee on the consolidation of financial statements, accounting adjustment, accounting policy and other accounting work needed to be improved, which helped both parties acquire a deeper understanding about the operation, financial process and implementation of the New Accounting Standards for Business Enterprises in the Company. With such understanding, the annual audit accountants would make more mature judgment to issue a fair audit conclusion. The Audit Committee held that the CPAs firm conducted the audit strictly in accordance with provisions 54 Changchai Company, Limited Annual Report 2018 stipulated in the Independent Auditing Standards for CPAs of the PRC. The time of audit was sufficient, and the auditors with excellent ability to practice were deployed reasonably. The issued auditor’s report fully reflected the financial position of the Company as at 31 December 2018, as well as the business results and cash flows in 2018, and the audit conclusion was in line with the actual situation of the Company. (4) Resolution letter on renewing the employment of the CPAs firm: The Audit Committee convened a meeting on 9 April 2019 to review the matter concerning the employment of a CPAs firm for the audit in 2019, and the review opinion was as follows: Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd had accomplished the audit of the Company 2018, and the auditor’s report reflected the actual financial status of the Company in 2018 objectively and fairly. The Audit Committee was satisfied with the audit conducted by Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd and decided to continue to engage it as the audit institution of the Company in 2019. The said proposal was agreed to be submitted to the 17th Meeting of the 8th Board of Directors for review. 2. Summary Report on Responsibility Performance of Remuneration & Appraisal Committee under the Board of Directors: The Remuneration & Appraisal Committee under the Board of Directors was composed of 3 Directors, including 2 Independent Directors and 1 Inner Director. And one of the Independent Directors assumed the position of Chairman of the Committee. In the Reporting Period, the Remuneration & Appraisal Committee raised the proposal on implementing the appraisal of senior executives in 2018, based on the fulfillment of the main financial indicators and operation targets in 2018, which were determined in the Contract for Appraisal of Senior Executives in 2018. In the Reporting Period, based on relevant regulations and rules, the Remuneration & Appraisal Committee examined the remuneration of the Company’s senior executives in 2018 and issued opinions as follows: The Remuneration & Appraisal Committee held that, the remuneration of the Company’s senior executives in 2018 was in accordance with provisions in the Contract for Appraisal of Senior Executives in 2018, as well as the laws, regulations and rules of the Company. VII Performance of Duty by the Supervisory Committee Indicate by tick mark whether the Supervisory Committee found any risk to the Company during its supervision in the Reporting Period. □ Yes √ No The Supervisory Committee raised no objections in the Reporting Period. VIII Appraisal of and Incentive for Senior Management The Company has established a fair and objective performance appraisal and incentive restraint mechanism for senior management staffs. The annual remuneration of senior management staffs consisted of the basic annual salary and performance appraisal bonus, and the basic annual salary was distributed monthly with a certain proportion, while the performance appraisal bonus was distributed after being appraised according to the appraisal scheme for senior management staffs signed between the Board of Directors and the managers for each year. 55 Changchai Company, Limited Annual Report 2018 IX Internal Control 1. Material Internal Control Weaknesses Identified for the Reporting Period □ Yes √ No 2. Internal Control Self-Evaluation Report Disclosure date of the internal control self-evaluation report 11 April 2019 Index to the disclosed internal control self-evaluation report 2019-008 Evaluated entities’ combined assets as % of consolidated total assets 100.00% Evaluated entities’ combined operating revenue as % of consolidated 100.00% operating revenue Identification standards for internal control weaknesses Weaknesses in internal control over Weaknesses in internal control not Type financial reporting related to financial reporting The Company classified the defects as serious defect, important defect and general defect according to the influence degree from the internal control: (1) Serious defect: refers to one or Defects with the following random multiple groups with control defect which characteristics should be recognized may lead the enterprise seriously deviates as serious defect: the control target; 1) Seriously violated the national (2) Important defect: refers to one or laws and administrative regulations multiple groups with control defect with and the normative documents; the severity and the economic results 2) “three significant one great” lower than the great defect but may still event had not been through the lead the enterprise seriously deviates the collective decision-making process; control target; 3) the significant events involved (3) General defect: refers to other defect with the production and operation Nature standard except for the great defect and significant of the Company lacked of defect. systematic control or the Nature standards: institutional system was invalid; defects with the following random 4) the internal control of the characteristics should be recognized as information disclosure was invalid, serious defect: which led the Company be open 1) the defect involves with the condemned by the supervision malpractice of the Directors, Supervisors department; and Senior Executives; 5) the serious defect from the 2) revised the disclosed financial report; assessment results of the internal 3) CPAs discovered the great control had not been revised. misstatement among the current financial statement while which could not be found during the operating process of the internal control; 56 Changchai Company, Limited Annual Report 2018 4) the supervision from the Audit Committee and the internal audit institution of the enterprise was invalid. Refer to the quantitative criteria of Quantitative standards: the internal control defect of the The quantitative standards of recognizing financial report, to recognize the the significant degree of the misstatement quantitative criteria of the (including the false negatives) of the significant degree of the internal consolidated financial report of the control defect of the non-financial Company based on the data from the 2018 report of the Company as: consolidated statements was as: Serious defect: possibly caused Quantitative standard Serious defect: misstatement≥5% of the directly losses≥0.1% of the net annual profits assets Important defect: 2.5% of the annual Important defect: 0.05% of the net profits≤ misstatement < 5% of the annual assets≤ possibly caused directly profits losses<0.1% of the net assets General defect < 2.5% of the annual General defect: possibly caused profits directly losses < 0.05% of the net assets Number of material weaknesses in internal control over financial 0 reporting Number of material weaknesses in internal control not related to 0 financial reporting Number of serious weaknesses in internal control over financial 0 reporting Number of serious weaknesses in internal control not related to 0 financial reporting X Independent Auditor’s Report on Internal Control √ Applicable □ Not applicable Opinion paragraph in the independent auditor’s report on internal control We believed that Changchai Company, Limited maintained effective internal control of the financial report in significant aspects according to the Basic Norms of Internal Control and relevant regulations on 31 December 2018. Independent auditor’s report on internal Disclosed control disclosed or not Disclosure date 11 April 2019 Index to such report disclosed 2019-008 Type of the auditor’s opinion Unmodified unqualified opinion Material weaknesses in internal control not None related to financial reporting 57 Changchai Company, Limited Annual Report 2018 Indicate by tick mark whether any modified opinion is expressed in the independent auditor’s report on the Company’s internal control. □ Yes √ No Indicate by tick mark whether the independent auditor’s report on the Company’s internal control is consistent with the internal control self-evaluation report issued by the Company’s Board. √ Yes □ No Part X 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. 58 Changchai Company, Limited Annual Report 2018 Part XI Financial Statements I Independent Auditor’s Report Type of the independent auditor’s opinion Unmodified unqualified opinion Date of signing this report 9 April 2019 Name of the independent auditor Jiangsu Gongzheng Tianye Certified Public Accountants LLP No. of the auditor’s report Sugong W[2019]A405 Name of the certified public accountants Dai Weizhong, Xu Wenxiang Text of the Independent Auditor’s Report To the Shareholders of Changchai Company, Limited, I Opinion We have audited the accompanying financial statements of Changchai Company, Limited. (together with its consolidated subsidiaries included in the consolidated financial statements, the “Company”), which comprise the parent’s and consolidated balance sheets as at 31 December 2018, the parent’s and consolidated income statements, the parent’s and consolidated cash flow statements, the parent’s and consolidated statements of changes in owners’ equity for the year then ended, as well as the notes to the financial statements. In our opinion, the financial statements attached were prepared in line with the regulations of Accounting Standards for Business Enterprises in all significant aspects which gave a true and fair view of the consolidated and parent financial position of Changchai Company, Limited. as at 31 December 2018 and the consolidated and parent business performance and cash flow for 2018. II Basis for Opinion We conducted our audits in accordance with the Audit Standards for Chinese Registered Accountants. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for Audit of Financial Statements section of our report. We are independent of the Company in accordance with the China Code of Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the said Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. III Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit 59 Changchai Company, Limited Annual Report 2018 of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. And key audit matter identified in our audit is summarized as follows: (I) Recognition of revenue 1. Description of the item The consolidated revenue of the Company in 2018 was RMB2,132,902,700. Because of the significant amount of the revenue and being the key performance indicator, related risks of recognition of revenue may existed according to the accounting policies, so we identify income recognition as a key audit item. 2. Response for audit (1) Know the key internal control related to revenue recognition, evaluate whether its design and execution are valid or not, and test the operation effectiveness of the related internal control. (2) Analyze and assess the time-point of transferring major risks and rewards related to recognition of sales revenue through the sampling inspection of sales contract and interviews with management, and then evaluate the recognition policies of sales revenue of the Company. (3) Check the supporting documents related to revenue recognition, such as sales contracts, order form, invoice for sales, shipping order, declaration for exportation, and etc. (4) Check the operating revenue recognized before and after the balance sheet date to the supporting documents, such as shipping order, declaration for exportation, and etc by sampling method to assess whether the operating revenue is recognized within appropriate period. (5) Implement the confirmation by drawing sample to recognize the balance of accounts receivable and the amount of sales revenue according to the features and natures of customer transaction. (II) Bad debt provision for accounts receivable 1. Description of the item As stated in Notes V. 2 of the Financial Statements, as of 31 December 2018, carrying value of accounts receivable of the Company is RMB378,859,200, accounting for 10.70% of the total assets. Bad debt provision for accounts receivable of the Company is calculated by the assessment of accounts receivable’s return ability. The assessment of accounts receivable’s return ability needs large judgment of the management, involving the significant accounting estimations with significant influences on amounts. So, we take bad debt provision for account receivable as a key audit item. 2. Response for audit 60 Changchai Company, Limited Annual Report 2018 (1) Knowing, evaluating and testing the related internal control of bad debt provision for accounts receivable; (2) Re-checking the related considerations and objective evidences of impairment test for accounts receivable, paying attention to whether the management has fully recognized the impairment of items; (3) For accounts receivable made bad debt provision separately, we re-check the basis and reasonability for the estimated available cash flow in the future; (4) For accounts receivable made bad debt provision by the credit risks characteristic group, we evaluate whether the ratio of bad debt provision confirmed by management is reasonable; (5) We request for confirmation of accounts receivable, and check the confirmation result with the carrying amount; (6) Checking the payment collection after the binding stage, and evaluating the reasonability of bad debt provision made by management. IV Other Information The Company’s management (hereinafter referred to as “management”) is responsible for the other information. The other information comprises all of the information included in the Company’s 2017 Annual Report other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard. V Responsibilities of Management and Those Charged with Governance for Financial Statements The management is responsible for the preparation of the financial statements that give a fair view in accordance with CAS, and for designing, implementing and maintaining such internal control as the management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting process. VI Auditor’s Responsibilities for Audit of Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free 61 Changchai Company, Limited Annual Report 2018 from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with CAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with CAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: (1) Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. (2) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Jiangsu Gongzheng Tianye Certified Public Accountants Chinese CPA Dai Weizhong (LLP) (Engagement Partner) Chinese CPA Xu Wenxiang Wuxi China 9 April 2019 62 Changchai Company, Limited Annual Report 2018 II Financial Statements Currency unit for the financial statements and the notes thereto: RMB 1. Consolidated Balance Sheet Prepared by Changchai Company, Limited Unit: RMB Item 31 December 2018 31 December 2017 Current assets: Monetary capital 800,960,036.69 430,305,367.71 Settlement reserve Interbank loans granted Financial assets at fair value through profit or loss Derivative financial assets Notes and accounts receivable 874,229,941.58 1,108,415,299.12 Including: Notes receivable 495,370,782.47 716,404,345.57 Accounts receivable 378,859,159.11 392,010,953.55 Prepayments 11,352,297.10 17,781,007.77 Premiums receivable Reinsurance receivables Receivable reinsurance contract reserve Other receivables 9,244,584.42 5,794,971.22 Including: Interest receivable Dividends receivable Financial assets purchased under resale agreements Inventories 557,953,891.70 508,246,807.48 Assets classified as held for sale Current portion of non-current assets Other current assets 34,357,608.97 42,540,184.05 Total current assets 2,288,098,360.46 2,113,083,637.35 Non-current assets: Loans and advances to customers Available-for-sale financial assets 498,851,369.49 793,522,639.04 Held-to-maturity investments Long-term receivables Long-term equity investments 0.00 0.00 63 Changchai Company, Limited Annual Report 2018 Investment property 50,656,007.63 52,864,348.43 Fixed assets 511,250,371.37 560,049,970.50 Construction in progress 89,090,384.71 94,581,989.06 Productive living assets Oil and gas assets Intangible assets 103,092,879.38 107,795,746.86 R&D expense Goodwill Long-term prepaid expense Deferred income tax assets 979,822.71 1,006,953.81 Other non-current assets 0.00 0.00 Total non-current assets 1,253,920,835.29 1,609,821,647.70 Total assets 3,542,019,195.75 3,722,905,285.05 Current liabilities: Short-term borrowings 27,000,000.00 24,900,000.00 Borrowings from central bank Customer deposits and interbank deposits Interbank loans obtained Financial liabilities at fair value through profit or loss Derivative financial liabilities Notes and accounts payable 1,030,130,275.77 963,299,000.18 Advances from customers 34,500,232.97 40,153,984.91 Financial assets sold under repurchase agreements Handling charges and commissions payable Payroll payable 50,500,592.99 51,247,112.66 Taxes payable 7,066,085.89 4,017,920.78 Other payables 199,412,250.90 195,985,676.91 Including: Interest payable Dividends payable 3,891,433.83 3,891,433.83 Reinsurance payables Insurance contract reserve Payables for acting trading of securities Payables for underwriting of securities Liabilities directly associated with assets classified as held for sale 64 Changchai Company, Limited Annual Report 2018 Current portion of non-current liabilities 18,500,000.00 Other current liabilities 2,082,985.18 2,028,937.59 Total current liabilities 1,369,192,423.70 1,281,632,633.03 Non-current liabilities: Long-term borrowings 2,000,000.00 21,500,000.00 Bonds payable Including: Preferred shares Perpetual bonds Long-term payables Long-term payroll payable Provisions Deferred income 59,928,484.84 60,992,858.46 Deferred income tax liabilities 47,971,780.36 92,409,779.39 Other non-current liabilities Total non-current liabilities 109,900,265.20 174,902,637.85 Total liabilities 1,479,092,688.90 1,456,535,270.88 Owners’ equity: Share capital 561,374,326.00 561,374,326.00 Other equity instruments Including: Preferred shares Perpetual bonds Capital reserves 164,328,665.43 164,328,665.43 Less: Treasury stock Other comprehensive income 264,405,675.00 515,068,550.00 Specific reserve 15,182,958.83 13,289,059.21 Surplus reserves 320,133,050.15 313,705,210.16 General reserve Retained earnings 717,883,351.33 679,131,047.06 Total equity attributable to owners of the Company as the 2,043,308,026.74 2,246,896,857.86 parent Non-controlling interests 19,618,480.11 19,473,156.31 Total owners’ equity 2,062,926,506.85 2,266,370,014.17 Total liabilities and owners’ equity 3,542,019,195.75 3,722,905,285.05 Legal representative: Shi Xinkun General Manager: Zhang Xin Head of the accounting department: Jiang He 65 Changchai Company, Limited Annual Report 2018 2. Balance Sheet of the Company as the Parent Unit: RMB Item 31 December 2018 31 December 2017 Current assets: Monetary capital 759,404,219.72 366,907,287.64 Financial assets at fair value through profit or loss Derivative financial assets Notes and accounts receivable 790,877,079.72 1,031,361,397.27 Including: Notes receivable 490,519,795.91 711,474,345.57 Accounts receivable 300,357,283.81 319,887,051.70 Prepayments 4,768,038.11 9,815,561.98 Other receivables 21,681,331.85 11,798,211.40 Including: Interest receivable 0.00 0.00 Dividends receivable 0.00 0.00 Inventories 437,423,195.46 376,814,388.82 Assets classified as held for sale Current portion of non-current assets Other current assets 23,099,858.67 20,692,057.15 Total current assets 2,037,253,723.53 1,817,388,904.26 Non-current assets: Available-for-sale financial assets 470,940,000.00 785,837,500.00 Held-to-maturity investments Long-term receivables Long-term equity investments 241,752,730.03 231,752,730.03 Investment property 50,656,007.63 52,864,348.43 Fixed assets 413,186,680.19 453,155,359.47 Construction in progress 87,007,215.91 93,681,793.26 Productive living assets Oil and gas assets Intangible assets 72,184,608.63 75,623,219.49 R&D expense Goodwill Long-term prepaid expense Deferred income tax assets 930,641.19 934,554.06 66 Changchai Company, Limited Annual Report 2018 Other non-current assets Total non-current assets 1,336,657,883.58 1,693,849,504.74 Total assets 3,373,911,607.11 3,511,238,409.00 Current liabilities: Short-term borrowings 10,000,000.00 Financial liabilities at fair value through profit or loss Derivative financial liabilities Notes and accounts payable 987,550,797.44 883,244,989.22 Advances from customers 32,072,387.55 38,382,261.14 Payroll payable 43,597,759.22 41,401,495.39 Taxes payable 2,443,767.89 1,373,036.64 Other payables 185,022,961.56 185,981,889.23 Including: Interest payable Dividends payable 3,243,179.97 3,243,179.97 Liabilities directly associated with assets classified as held for sale Current portion of non-current liabilities 18,500,000.00 Other current liabilities Total current liabilities 1,279,187,673.66 1,150,383,671.62 Non-current liabilities: Long-term borrowings 19,500,000.00 Bonds payable Including: Preferred shares Perpetual bonds Long-term payables Long-term payroll payable Provisions Deferred income 59,928,484.84 60,992,858.46 Deferred income tax liabilities 46,659,825.00 90,894,450.00 Other non-current liabilities Total non-current liabilities 106,588,309.84 171,387,308.46 Total liabilities 1,385,775,983.50 1,321,770,980.08 Owners’ equity: Share capital 561,374,326.00 561,374,326.00 Other equity instruments 67 Changchai Company, Limited Annual Report 2018 Including: Preferred shares Perpetual bonds Capital reserves 183,071,147.70 183,071,147.70 Less: Treasury stock Other comprehensive income 264,405,675.00 515,068,550.00 Specific reserve 15,182,958.83 13,289,059.21 Surplus reserves 320,133,050.15 313,705,210.16 Retained earnings 643,968,465.93 602,959,135.85 Total owners’ equity 1,988,135,623.61 2,189,467,428.92 Total liabilities and owners’ equity 3,373,911,607.11 3,511,238,409.00 Legal representative: Shi Xinkun General Manager: Zhang Xin Head of the accounting department: Jiang He 68 Changchai Company, Limited Annual Report 2018 3. Consolidated Income Statement Unit: RMB Item 2018 2017 1. Revenue 2,132,902,718.60 2,423,058,958.29 Including: Operating revenue 2,132,902,718.60 2,423,058,958.29 Interest income Premium income Handling charge and commission income 2. Costs and expenses 2,177,879,797.73 2,412,300,893.20 Including: Cost of sales 1,813,444,585.66 2,072,877,976.77 Interest expense Handling charge and commission expense Surrenders Net claims paid Net amount provided as insurance contract reserve Expenditure on policy dividends Reinsurance premium expense Taxes and surcharges 12,532,729.68 13,904,298.45 Selling expense 126,997,066.87 102,297,713.37 Administrative expense 116,027,838.96 107,835,619.11 R&D expense 72,182,840.78 76,715,296.15 Finance costs -903,762.30 -2,290,794.39 Including: Interest expense 4,553,608.46 2,119,903.67 Interest income 4,665,445.23 7,613,535.50 Asset impairment loss 37,598,498.08 40,960,783.74 Add: Other income 6,291,685.65 8,456,560.85 Investment income (“-” for loss) 113,270,824.83 13,115,817.10 Including: Share of profit or loss of joint ventures and associates Gain on changes in fair value (“-” for loss) Foreign exchange gain (“-” for loss) Asset disposal income (“-” for loss) 662,151.89 1,373,236.33 3. Operating profit (“-” for loss) 75,247,583.24 33,703,679.37 Add: Non-operating income 1,938,995.76 22,907,878.36 69 Changchai Company, Limited Annual Report 2018 Less: Non-operating expense 1,474,218.49 7,792,658.00 4. Profit before tax (“-” for loss) 75,712,360.51 48,818,899.73 Less: Income tax expense 13,545,662.67 1,681,667.26 5. Net profit (“-” for net loss) 62,166,697.84 47,137,232.47 5.1 Net profit from continuing operations (“-” for net loss) 62,166,697.84 47,137,232.47 5.2 Net profit from discontinued operations (“-” for net loss) Net profit attributable to owners of the Company as the parent 62,021,374.04 46,431,302.73 Net profit attributable to non-controlling interests 145,323.80 705,929.74 6. Other comprehensive income, net of tax -250,662,875.00 -107,979,750.00 Attributable to owners of the Company as the parent -250,662,875.00 -107,979,750.00 6.1 Items that will not be reclassified to profit or loss 6.1.1 Changes caused by remeasurements on defined benefit pension schemes 6.1.2 Share of other comprehensive income of investees that will not be reclassified to profit or loss under equity method 6.2 Items that may subsequently be reclassified to profit or loss -250,662,875.00 -107,979,750.00 6.2.1 Share of other comprehensive income of investees that will be reclassified to profit or loss under equity method 6.2.2 Gain/Loss on changes in fair value of available-for-sale -250,662,875.00 -107,979,750.00 financial assets 6.2.3 Gain/Loss arising from reclassification of held-to-maturity investments to available-for-sale financial assets 6.2.4 Effective gain/loss on cash flow hedges 6.2.5 Differences arising from translation of foreign currency-denominated financial statements 6.2.6 Other Attributable to non-controlling interests 7. Total comprehensive income -188,496,177.16 -60,842,517.53 Attributable to owners of the Company as the parent -188,641,500.96 -61,548,447.27 Attributable to non-controlling interests 145,323.80 705,929.74 8. Earnings per share 8.1 Basic earnings per share 0.11 0.08 8.2 Diluted earnings per share 0.11 0.08 Legal representative: Shi Xinkun General Manager: Zhang Xin Head of the accounting department: Jiang He 70 Changchai Company, Limited Annual Report 2018 4. Income Statement of the Company as the Parent Unit: RMB Item 2018 2017 1. Operating revenue 1,968,727,065.36 2,235,805,990.99 Less: Cost of sales 1,689,706,860.63 1,931,679,323.68 Taxes and surcharges 9,550,011.21 11,611,908.48 Selling expense 113,219,756.42 91,518,856.80 Administrative expense 99,399,032.15 90,013,191.80 R&D expense 70,981,785.06 76,589,354.80 Finance costs -2,269,683.27 -5,269,152.69 Including: Interest expense 1,150,062.50 243,305.56 Interest income 4,320,565.70 7,398,676.24 Asset impairment loss 33,088,706.77 36,843,390.33 Add: Other income 6,156,851.75 7,921,898.35 Investment income (“-” for loss) 112,464,720.49 10,709,750.99 Including: Share of profit or loss of joint ventures and associates Gain on changes in fair value (“-” for loss) Asset disposal income (“-” for loss) 577,265.23 1,184,146.48 2. Operating profit (“-” for loss) 74,249,433.86 22,634,913.61 Add: Non-operating income 1,231,701.78 1,324,306.44 Less: Non-operating expense 1,442,817.89 6,979,953.83 3. Profit before tax (“-” for loss) 74,038,317.75 16,979,266.22 Less: Income tax expense 9,759,917.90 -1,270,346.56 4. Net profit (“-” for net loss) 64,278,399.85 18,249,612.78 4.1 Net profit from continuing operations (“-” for net loss) 64,278,399.85 18,249,612.78 4.2 Net profit from discontinued operations (“-” for net loss) 5. Other comprehensive income, net of tax -250,662,875.00 -107,979,750.00 5.1 Items that will not be reclassified to profit or loss 5.1.1 Changes in caused by remeasurements on defined benefit pension schemes 5.1.2 Share of other comprehensive income of investees that will not be reclassified to profit or loss under equity method 5.2 Items that may subsequently be reclassified to profit or loss -250,662,875.00 -107,979,750.00 5.2.1 Share of other comprehensive income of investees that will be reclassified to profit or loss under equity method 71 Changchai Company, Limited Annual Report 2018 5.2.2 Gain/Loss on changes in fair value of available-for-sale -250,662,875.00 -107,979,750.00 financial assets 5.2.3 Gain/Loss arising from reclassification of held-to-maturity investments to available-for-sale financial assets 5.2.4 Effective gain/loss on cash flow hedges 5.2.5 Differences arising from translation of foreign currency-denominated financial statements 5.2.6 Other 6. Total comprehensive income -186,384,475.15 -89,730,137.22 7. Earnings per share 7.1 Basic earnings per share 7.2 Diluted earnings per share Legal representative: Shi Xinkun General Manager: Zhang Xin Head of the accounting department: Jiang He 72 Changchai Company, Limited Annual Report 2018 5. Consolidated Cash Flow Statement Unit: RMB Item 2018 2017 1. Cash flows from operating activities: Proceeds from sale of commodities and rendering of services 2,425,197,716.22 2,340,135,466.05 Net increase in customer deposits and interbank deposits Net increase in borrowings from central bank Net increase in loans from other financial institutions Premiums received on original insurance contracts Net proceeds from reinsurance Net increase in deposits and investments of policy holders Net increase in proceeds from disposal of financial assets at fair value through profit or loss Interest, handling charges and commissions received Net increase in interbank loans obtained Net increase in proceeds from repurchase transactions Tax rebates 57,089,558.17 45,280,119.53 Cash generated from other operating activities 12,322,331.45 20,703,603.65 Subtotal of cash generated from operating activities 2,494,609,605.84 2,406,119,189.23 Payments for commodities and services 1,748,699,087.54 2,068,207,850.42 Net increase in loans and advances to customers Net increase in deposits in central bank and in interbank loans granted Payments for claims on original insurance contracts Interest, handling charges and commissions paid Policy dividends paid Cash paid to and for employees 321,746,157.63 332,974,762.36 Taxes paid 33,740,896.03 38,505,023.00 Cash used in other operating activities 116,603,937.75 88,100,832.84 Subtotal of cash used in operating activities 2,220,790,078.95 2,527,788,468.62 Net cash generated from/used in operating activities 273,819,526.89 -121,669,279.39 2. Cash flows from investing activities: Proceeds from disinvestment 43,589,736.75 8,000,000.00 Investment income 113,425,932.70 11,364,613.67 Net proceeds from disposal of fixed assets, intangible assets 979,093.38 835,345.89 73 Changchai Company, Limited Annual Report 2018 and other long-lived assets Net proceeds from disposal of subsidiaries or other business units Cash generated from other investing activities 1,000,000.00 Subtotal of cash generated from investing activities 157,994,762.83 21,199,959.56 Payments for acquisition of fixed assets, intangible assets and 18,482,660.75 57,507,086.97 other long-lived assets Payments for investments 33,293,147.06 113,985,139.04 Net increase in pledged loans granted Net payments for acquisition of subsidiaries and other 4,272,350.99 business units Cash used in other investing activities Subtotal of cash used in investing activities 51,775,807.81 175,764,577.00 Net cash generated from/used in investing activities 106,218,955.02 -154,564,617.44 3. Cash flows from financing activities: Capital contributions received Including: Capital contributions by non-controlling interests to subsidiaries Increase in borrowings obtained 40,700,000.00 51,900,000.00 Net proceeds from issuance of bonds Cash generated from other financing activities Subtotal of cash generated from financing activities 40,700,000.00 51,900,000.00 Repayment of borrowings 39,600,000.00 15,500,000.00 Payments for interest and dividends 19,322,496.75 18,180,577.83 Including: Dividends paid by subsidiaries to non-controlling interests Cash used in other financing activities Subtotal of cash used in financing activities 58,922,496.75 33,680,577.83 Net cash generated from/used in financing activities -18,222,496.75 18,219,422.17 4. Effect of foreign exchange rate changes on cash and cash equivalents 5. Net increase in cash and cash equivalents 361,815,985.16 -258,014,474.66 Add: Cash and cash equivalents, beginning of the period 325,263,654.43 583,278,129.09 6. Cash and cash equivalents, end of the period 687,079,639.59 325,263,654.43 Legal representative: Shi Xinkun General Manager: Zhang Xin Head of the accounting department: Jiang He 74 Changchai Company, Limited Annual Report 2018 6. Cash Flow Statement of the Company as the Parent Unit: RMB Item 2018 2017 1. Cash flows from operating activities: Proceeds from sale of commodities and rendering of services 2,373,022,957.25 2,272,196,372.83 Tax rebates 40,981,398.83 29,635,115.60 Cash generated from other operating activities 10,293,262.16 16,533,875.78 Subtotal of cash generated from operating activities 2,424,297,618.24 2,318,365,364.21 Payments for commodities and services 1,748,150,322.59 2,059,024,833.30 Cash paid to and for employees 268,331,025.24 277,811,436.98 Taxes paid 21,464,799.34 28,251,524.17 Cash used in other operating activities 114,428,231.52 81,615,494.68 Subtotal of cash used in operating activities 2,152,374,378.69 2,446,703,289.13 Net cash generated from/used in operating activities 271,923,239.55 -128,337,924.92 2. Cash flows from investing activities: Proceeds from disinvestment 30,000,000.00 Investment income 112,621,521.91 10,709,750.99 Net proceeds from disposal of fixed assets, intangible assets 867,615.38 131,366.89 and other long-lived assets Net proceeds from disposal of subsidiaries or other business units Cash generated from other investing activities 1,000,000.00 Subtotal of cash generated from investing activities 143,489,137.29 11,841,117.88 Payments for acquisition of fixed assets, intangible assets and 16,631,342.48 45,733,282.92 other long-lived assets Payments for investments 10,000,000.00 126,280,000.00 Net payments for acquisition of subsidiaries and other business units Cash used in other investing activities Subtotal of cash used in investing activities 26,631,342.48 172,013,282.92 Net cash generated from/used in investing activities 116,857,794.81 -160,172,165.04 3. Cash flows from financing activities: Capital contributions received Increase in borrowings obtained 10,000,000.00 20,000,000.00 Net proceeds from issuance of bonds Cash generated from other financing activities 75 Changchai Company, Limited Annual Report 2018 Subtotal of cash generated from financing activities 10,000,000.00 20,000,000.00 Repayment of borrowings 1,000,000.00 500,000.00 Payments for interest and dividends 17,991,292.28 17,084,535.34 Cash used in other financing activities Sub-total of cash used in financing activities 18,991,292.28 17,584,535.34 Net cash generated from/used in financing activities -8,991,292.28 2,415,464.66 4. Effect of foreign exchange rate changes on cash and cash equivalents 5. Net increase in cash and cash equivalents 379,789,742.08 -286,094,625.30 Add: Cash and cash equivalents, beginning of the period 272,064,464.71 558,159,090.01 6. Cash and cash equivalents, end of the period 651,854,206.79 272,064,464.71 Legal representative: Shi Xinkun General Manager: Zhang Xin Head of the accounting department: Jiang He 76 Changchai Company, Limited Annual Report 2018 7. Consolidated Statements of Changes in Owners’ Equity 2018 Unit: RMB 2018 Equity attributable to owners of the Company as the parent Other equity instruments Other Non-con Total Item Pref Less: Share Capital compreh Specific Surplus General Retained trolling owners’ erre Perpet Treasury capital Oth reserves ensive reserve reserves reserve earnings interests equity d ual stock er income shar bonds es 1. Balances as at the end 561,374, 164,328, 515,068, 13,289,0 313,705, 679,131, 19,473,1 2,266,37 of the prior year 326.00 665.43 550.00 59.21 210.16 047.06 56.31 0,014.17 Add: Adjustments for changed accounting policies Adjustments for corrections of previous errors Adjustments for business combinations under common control Other adjustments 2. Balances as at the 561,374, 164,328, 515,068, 13,289,0 313,705, 679,131, 19,473,1 2,266,37 beginning of the year 326.00 665.43 550.00 59.21 210.16 047.06 56.31 0,014.17 3. Increase/ decrease in -250,662 1,893,89 6,427,83 38,752,3 145,323. -203,443 the period (“-” for 77 Changchai Company, Limited Annual Report 2018 decrease) ,875.00 9.62 9.99 04.27 80 ,507.32 3.1 Total -142,712 62,021,3 145,323. -80,546, comprehensive income ,875.00 74.04 80 177.16 3.2 Capital increased and reduced by owners 3.2.1 Ordinary shares increased by shareholders 3.2.2 Capital increased by holders of other equity instruments 3.2.3 Share-based payments included in owners’ equity 3.2.4 Other 6,427,83 -23,269, -16,841, 3.3 Profit distribution 9.99 069.77 229.78 3.3.1 Appropriation 6,427,83 -6,427,8 to surplus reserves 9.99 39.99 3.3.2 Appropriation to general reserve 3.3.3 Appropriation -16,841, -16,841, to owners (or 229.78 229.78 shareholders) 3.3.4 Other 3.4 Transfers within owners’ equity 3.4.1 Increase in 78 Changchai Company, Limited Annual Report 2018 capital (or share capital) from capital reserves 3.4.2 Increase in capital (or share capital) from surplus reserves 3.4.3 Loss offset by surplus reserves 3.4.4 Changes in defined benefit pension schemes transferred to retained earnings 3.4.5 Other 1,893,89 1,893,89 3.5 Specific reserve 9.62 9.62 3.5.1 Increase in 4,135,80 4,135,80 the period 5.99 5.99 3.5.2 Used in the 2,241,90 2,241,90 period 6.37 6.37 -107,950 -107,950 3.6 Other ,000.00 ,000.00 4. Balances as at the end 561,374, 164,328, 264,405, 15,182,9 320,133, 717,883, 19,618,4 2,062,92 of the period 326.00 665.43 675.00 58.83 050.15 351.33 80.11 6,506.85 79 Changchai Company, Limited Annual Report 2018 2017 Unit: RMB 2017 Equity attributable to owners of the Company as the parent Other equity instruments Other Non-con Total Item Less: Share Prefe Perp Capital compreh Specific Surplus General Retained trolling owners’ Treasury capital rred etual Othe reserves ensive reserve reserves reserve earnings interests equity stock share bond r income s s 1. Balances as at the 561,374,3 164,328, 623,048, 11,715,4 311,880, 651,365, 18,767,2 2,342,48 end of the prior year 26.00 665.43 300.00 17.22 248.88 935.39 26.57 0,119.49 Add: Adjustments for changed accounting policies Adjustments for corrections of previous errors Adjustments for business combinations under common control Other adjustments 2. Balances as at the 561,374,3 164,328, 623,048, 11,715,4 311,880, 651,365, 18,767,2 2,342,48 beginning of the year 26.00 665.43 300.00 17.22 248.88 935.39 26.57 0,119.49 3. Increase/ decrease in -107,979 1,573,64 1,824,96 27,765,1 705,929. -76,110, the period (“-” for ,750.00 1.99 1.28 11.67 74 105.32 decrease) 80 Changchai Company, Limited Annual Report 2018 3.1 Total -107,979 46,431,3 705,929. -60,842, comprehensive income ,750.00 02.73 74 517.53 3.2 Capital increased and reduced by owners 3.2.1 Ordinary shares increased by shareholders 3.2.2 Capital increased by holders of other equity instruments 3.2.3 Share-based payments included in owners’ equity 3.2.4 Other 1,824,96 -18,666, -16,841, 3.3 Profit distribution 1.28 191.06 229.78 3.3.1 1,824,96 -1,824,9 Appropriation to 1.28 61.28 surplus reserves 3.3.2 Appropriation to general reserve 3.3.3 Appropriation to -16,841, -16,841, owners (or 229.78 229.78 shareholders) 3.3.4 Other 81 Changchai Company, Limited Annual Report 2018 3.4 Transfers within owners’ equity 3.4.1 Increase in capital (or share capital) from capital reserves 3.4.2 Increase in capital (or share capital) from surplus reserves 3.4.3 Loss offset by surplus reserves 3.4.4 Changes in defined benefit pension schemes transferred to retained earnings 3.4.5 Other 1,573,64 1,573,64 3.5 Specific reserve 1.99 1.99 3.5.1 Increase in 4,161,42 4,161,42 the period 4.06 4.06 3.5.2 Used in the 2,587,78 2,587,78 period 2.07 2.07 3.6 Other 4. Balances as at the 561,374,3 164,328, 515,068, 13,289,0 313,705, 679,131, 19,473,1 2,266,37 end of the period 26.00 665.43 550.00 59.21 210.16 047.06 56.31 0,014.17 Legal representative: Shi Xinkun General Manager: Zhang Xin Head of the accounting department: Jiang He 82 Changchai Company, Limited Annual Report 2018 8. Statements of Changes in Owners’ Equity of the Company as the Parent 2018 Unit: RMB 2018 Other equity instruments Other Less: Total Item Share Capital comprehen Specific Surplus Retained Preferre Perpetua Treasury owners’ capital Other reserves sive reserve reserves earnings d shares l bonds stock equity income 1. Balances as at the 561,374, 183,071,14 515,068,55 13,289,059 313,705,21 602,959, 2,189,467, end of the prior year 326.00 7.70 0.00 .21 0.16 135.85 428.92 Add: Adjustments for changed accounting policies Adjustments for corrections of previous errors Other adjustments 2. Balances as at the 561,374, 183,071,14 515,068,55 13,289,059 313,705,21 602,959, 2,189,467, beginning of the year 326.00 7.70 0.00 .21 0.16 135.85 428.92 3. Increase/ decrease -250,662,8 1,893,899. 6,427,839. 41,009,3 -201,331,8 in the period (“-” for 75.00 62 99 30.08 05.31 decrease) 3.1 Total -142,712,8 64,278,3 -78,434,47 comprehensive 75.00 99.85 5.15 income 3.2 Capital increased and reduced by owners 83 Changchai Company, Limited Annual Report 2018 3.2.1 Ordinary shares increased by owners 3.2.2 Capital increased by holders of other equity instruments 3.2.3 Share-based payments included in owners’ equity 3.2.4 Other 3.3 Profit 6,427,839. -23,269, -16,841,22 distribution 99 069.77 9.78 3.3.1 6,427,839. -6,427,8 Appropriation to 99 39.99 surplus reserves 3.3.2 Appropriation to -16,841, -16,841,22 owners (or 229.78 9.78 shareholders) 3.3.3 Other 3.4 Transfers within owners’ equity 3.4.1 Increase in capital (or share capital) from capital reserves 84 Changchai Company, Limited Annual Report 2018 3.4.2 Increase in capital (or share capital) from surplus reserves 3.4.3 Loss offset by surplus reserves 3.4.4 Changes in defined benefit pension schemes transferred to retained earnings 3.4.5 Other 1,893,899. 1,893,899. 3.5 Specific reserve 62 62 3.5.1 Increase in 4,135,805. 4,135,805. the period 99 99 3.5.2 Used in the 2,241,906. 2,241,906. period 37 37 -107,950,0 -107,950,0 3.6 Other 00.00 00.00 4. Balances as at the 561,374, 183,071,14 264,405,67 15,182,958 320,133,05 643,968, 1,988,135, end of the period 326.00 7.70 5.00 .83 0.15 465.93 623.61 85 Changchai Company, Limited Annual Report 2018 2017 Unit: RMB 2017 Other equity instruments Other Less: Total Item Share Capital comprehen Specific Surplus Retained Preferre Perpetua Treasury owners’ capital Other reserves sive reserve reserves earnings d shares l bonds stock equity income 1. Balances as at the 561,374, 183,071,14 623,048,30 11,715,417 311,880,24 603,375, 2,294,465, end of the prior year 326.00 7.70 0.00 .22 8.88 714.13 153.93 Add: Adjustments for changed accounting policies Adjustments for corrections of previous errors Other adjustments 2. Balances as at the 561,374, 183,071,14 623,048,30 11,715,417 311,880,24 603,375, 2,294,465, beginning of the year 326.00 7.70 0.00 .22 8.88 714.13 153.93 3. Increase/ decrease -107,979,7 1,573,641. 1,824,961. -416,578 -104,997,7 in the period (“-” for 50.00 99 28 .28 25.01 decrease) 3.1 Total -107,979,7 18,249,6 -89,730,13 comprehensive 50.00 12.78 7.22 income 3.2 Capital increased and reduced by owners 3.2.1 Ordinary 86 Changchai Company, Limited Annual Report 2018 shares increased by owners 3.2.2 Capital increased by holders of other equity instruments 3.2.3 Share-based payments included in owners’ equity 3.2.4 Other 3.3 Profit 1,824,961. -18,666, -16,841,22 distribution 28 191.06 9.78 3.3.1 1,824,961. -1,824,9 Appropriation to 28 61.28 surplus reserves 3.3.2 Appropriation to -16,841, -16,841,22 owners (or 229.78 9.78 shareholders) 3.3.3 Other 3.4 Transfers within owners’ equity 3.4.1 Increase in capital (or share capital) from capital reserves 3.4.2 Increase in capital (or share 87 Changchai Company, Limited Annual Report 2018 capital) from surplus reserves 3.4.3 Loss offset by surplus reserves 3.4.4 Changes in defined benefit pension schemes transferred to retained earnings 3.4.5 Other 1,573,641. 1,573,641. 3.5 Specific reserve 99 99 3.5.1 Increase in 4,161,424. 4,161,424. the period 06 06 3.5.2 Used in the 2,587,782. 2,587,782. period 07 07 3.6 Other 4. Balances as at the 561,374, 183,071,14 515,068,55 13,289,059 313,705,21 602,959, 2,189,467, end of the period 326.00 7.70 0.00 .21 0.16 135.85 428.92 Legal representative: Shi Xinkun General Manager: Zhang Xin Head of the accounting department: Jiang He 88 Changchai Company, Limited Annual Report 2018 III. Company Profile Changchai Company, Limited (hereinafter referred to as “the Company”) was founded on 5 May 1994, which is a company limited by shares promoted solely by Changzhou Diesel Engine Plant through the approval by the State Commission for Restructuring the Economic Systems with document TGS [1993] No. 9 on 15 January 1993 by way of public offering of shares. With the approved of the People’s Government of Jiangsu Province SZF [1993] No. 67, as well as reexamined and approved by China Securities Regulatory Commission (“CSRC”) through document ZJFSZ (1994) No. 9, the Company initially issued A shares to the public from 15 March 1994 to 30 March 1994. As approved by the Shenzhen Stock Exchange through document SZSFZ (1994) No. 15, such tradable shares of the public got listing on 1 July 1994 at Shenzhen Stock Exchange with “Su Changchai A” for short of stock, as well as “0570” as stock code (present stock code is “000570”). In 1996, with the recommendation of the Office of the People’s Government of Jiangsu Province SZBH [1996] No. 13, as well as first review by Shenzhen Municipal Securities Administration Office through SZBZ [1996] No. 24, and approval of the State Council Securities Commission ZWF [1996] No. 27, the Company issued 100 million B shares to qualified investors on 27 August 1996 to 30 August 1996, getting listed on 13 September 1996. On 9 June 2006, the Company held a shareholders’ general meeting related to A shares market to examine and approve share merger reform plan, and performed the share merger reform on 19 June 2006. As examined and approved at the 2nd Extraordinary General Meeting of 2009 in September 2009, based on the total share capital of 374,249,551 shares as at 30 June 2009, the Company implemented the profit distribution plan, i.e. to distribute 5 bonus shares and cash of RMB0.80 for every 10 shares, with registered capital increased by RMB187,124,775.00, as well as registered capital of RMB561,374,326.00 after change. As at 31 December 2015, the total share capital of the Company is 561,374,326.00 shares, as well as registered capital of RMB561,374,326.00, which verified by Jiangsu Gongzheng Tianye Certified Public Accountants Company Limited with issuing Capital Verification Report SGC [2010] No. B002. And the unified social credit code of the enterprise business license of the Company is 91320400134792410W. The Company’s registered address is situated at No. 123 Huaide Middle Road, Changzhou, Jiangsu, as well as its head office located at No. 123 Huaide Middle Road, Changzhou, Jiangsu. The Company belongs to manufacturing with business scope including manufacturing and sale of diesel engine, diesel engines part and casting, grain harvesting machine, rotary cultivators, walking tractor, mould and fixtures, assembling and sale of diesel generating set and pumping unit. The Company mainly engaged in the production and sales of small and medium-sized single cylinders and multi-cylinder diesel engine with the label of Changchai Brand. The diesel engine produced and sold by the Company were mainly used in tractors, combine harvest models, light commercial vehicle, farm equipment, small-sized construction machinery, generating sets and shipborne machinery and equipment, etc. The Company’s main business remained unchanged in the Reporting Period. The Company established the Shareholders’ General Meeting, the Board of Directors and the Supervisory Committee, Corporate office, Financial Department, Political Department, Investment and Development Department, Audit Department, Human Recourses Department, Production Department, Procurement Department, Sales Company, Chief Engineer Office, Technology Center, QA Department, Foundry Branch, Machine Processing Branch, Single-cylinder Engine branch, Multi-cylinder Engine Branch and Overseas Business Department in the Company. The financial report has been approved to be issued by the Board of Directors on 9 April 2019. 89 Changchai Company, Limited Annual Report 2018 The consolidated scope of the Company of the Reporting Period includes the Company as the parent and 5 subsidiaries. For the details of the consolidated scope of the Reporting Period and the changes situation, please refer to the changes of the consolidated scope of the notes to the financial report and the notes to the equities among other entities. IV. Basis for Preparation of the Financial Report 1. Basis for Preparation With the going-concern assumption as the basis and based on transactions and other events that actually occurred, the Group prepared financial statements in accordance with The Accounting Standards for Business Enterprises—Basic Standard issued by the Ministry of Finance with Decree No. 33 and revised with Decree No. 76, the various specific accounting standards, the Application Guidance of Accounting Standards for Business Enterprises, the Interpretation of Accounting Standards for Business Enterprises and other regulations issued and revised from 15 February 2006 onwards (hereinafter jointly referred to as “the Accounting Standards for Business Enterprises”, “China Accounting Standards” or “CAS”), as well as the Rules for Preparation Convention of Disclosure of Public Offering Companies No.15 – General Regulations for Financial Reporting (revised in 2014) by China Securities Regulatory Commission. In accordance with relevant provisions of the Accounting Standards for Business Enterprises, the Group adopted the accrual basis in accounting. Except for some financial instruments, where impairment occurred on an asset, an impairment reserve was withdrawn accordingly pursuant to relevant requirements. 2. Continuation The Company comprehensively evaluated the information acquired recently that there would be no such factors in the 12 months from the end of the Reporting Period that would obviously influence the continuation capability of the Company and predicted that the operating activities would continue in the future 12 months of the Company. The financial statement compiled base on the continuous operation. V. Important Accounting Policies and Estimations Does the Company need to comply with the disclosure requirements of special industry? No Notification of specific accounting policies and accounting estimations: The Company and each subsidiary according to the actual production and operation characteristics and in accord with the regulations of the relevant ASBE, formulated certain specific accounting policies and accounting estimations, which mainly reflected in the withdrawal method of the bad debt provision of the accounts receivable (Notes III, 11), the measurement of the inventory (Notes III, 12) and the depreciation of the fixed assets (Notes III, 16) etc. As for the details of the significant accounting judgment and the estimations made by the management layer, please refer to Notes III, 30 “Important accounting judgment and estimations”. 1. Statement of Compliance with the Accounting Standards for Business Enterprises The financial statements prepared by the Group are in compliance with in compliance with the Accounting Standards for Business Enterprises, which factually and completely present the Company’s and the Group’s financial positions, business results and cash flows and other relevant information. 90 Changchai Company, Limited Annual Report 2018 2. Fiscal Period The fiscal periods are divided into fiscal year and metaphase, the fiscal year is from January 1 to December 31 and as the metaphase included monthly, quarterly and semi-yearly periods. 3. Operating Cycle A normal operating cycle refers to a period from the Group purchasing assets for processing to realizing cash or cash equivalents. An operating cycle for the Group is 12 months, which is also the classification criterion for the liquidity of its assets and liabilities. 4. Currency Used in Bookkeeping Renminbi is functional currency of the Company. 5. Accounting Methods for Business Combinations under the Same Control and Business Combinations not under the Same Control (1) Business combinations under the same control: A business combination under the same control is a business combination in which all of the combining enterprises are ultimately controlled by the same party or the same parties both before and after the business combination and on which the control is not temporary. For the merger of enterprises under the same control, if the consideration of the merging enterprise is that it makes payment in cash, transfers non-cash assets or bear its debts, it shall, on the date of merger, regard the share of the book value of the owner's equity of the merged enterprise as the initial cost of the long-term equity investment. The difference between the initial cost of the long-term equity investment and the payment in cash, non-cash assets transferred as well as the book value of the debts borne by the merging party shall offset against the capital reserve. If the capital reserve is insufficient to dilute, the retained earnings shall be adjusted. If the consideration of the merging enterprise is that it issues equity securities, it shall, on the date of merger, regard the share of the book value of the owner's equity of the merged enterprise as the initial cost of the long-term equity investment. The total face value of the stocks issued shall be regarded as the capital stock, while the difference between the initial cost of the long-term equity investment and total face value of the shares issued shall offset against the capital reserve. If the capital reserve is insufficient to dilute, the retained earnings shall be adjusted. All direct costs for the business combination, including expenses for audit, evaluating and legal services shall be recorded into the profits and losses at the current period. The expenses such as the handling charges and commission etc, premium income of deducting the equity securities, and as for the premium income was insufficient to dilute, the retained earnings shall be written down. Owning to the reasons such as the additional investment, for the equity investment held before acquiring the control right of the combined parties, the confirmed relevant gains and losses, other comprehensive income and the changes of other net assets since the date of the earlier one between the date when acquiring the original equity right and the date when the combine parties and combined ones were under the same control to the combination date, should be respectively written down and compared with the beginning balance of retained earnings or the current gains and losses during the statement period. (2) Business combinations not under the same control 91 Changchai Company, Limited Annual Report 2018 A business combination not under the same control is a business combination in which the combining enterprises are not ultimately controlled by the same party or the same parties both before and after the business combination. The combination costs of the acquirer and the identifiable net assets obtained by the acquirer in a business combination shall be measured at the fair values. The acquirer shall recognize the positive balance between the combination costs and the fair value of the identifiable net assets it obtains forms the acquiree as business reputation. The direct relevant expenses occurred from the enterprise combination should be included in the current gains and losses when occurred. The combination costs of the acquirer and the identifiable net assets obtained by it in the combination shall be measured according to their fair values at the acquiring date. The difference between the fair value of the assets paid out by the Company and its book value should be included in the current gains and losses. The purchase date refers to the date that the purchaser acquires the control right of the acquiree. For the business combinations not under the same control realized through step by step multiple transaction, as for the equity interests that the Group holds in the acquiree before the acquiring date, they shall be re-measured according to their fair values at the acquiring date; the positive difference between their fair values and carrying amounts shall be recorded into the investment gains for the period including the acquiring date. The equity holed by the acquiree which involved with the other comprehensive income and the other owners’ equities changes except for the net gains and losses, other comprehensive income and the profits distribution and other related comprehensive gains and other owners’ equities which in relation to the equity interests that the Group holds in the acquiree before the acquiring date should be transferred into the current investment income on the acquiring date, except for the other comprehensive income occurred from the re-measurement of the net profits of the defined benefit plans or the changes of the net assets of the investees. 6. Methods for Preparing Consolidated Financial Statements The Company confirms the consolidated scope based on the control and includes the subsidiaries with actual control right into the consolidated financial statement. The consolidated financial statement of the Company is compiled according to the regulations of No. 33 of ASBE-Consolidated Financial Statement and the relevant regulations and as for the whole significant come-and-go balance, investment, transaction and the unrealized profits should be written off when compiling the consolidated financial statement. The portion of a subsidiary’s shareholders’ equity and the portion of a subsidiary’s net profits and losses for the period not held by the Group are recognized as minority interests and minority shareholder profits and losses respectively and presented separately under shareholders’ equity and net profits in the consolidation financial statements. The portion of a subsidiary’s net profits and losses for the period that belong to minority interests is presented as the item of “minority shareholder profits and losses” under the bigger item of net profits in the consolidated financial statements. Where the loss of a subsidiary shared by minority shareholders exceeds the portion enjoyed by minority shareholders in the subsidiary’s opening owners’ equity, minority interests are offset. The accounting policy or accounting period of each subsidiary is different from which of the Company, which shall be adjusted as the Company; or subsidiaries shall prepare financial statement again required by the Company when preparing the consolidated financial statements. As for the added subsidiary company not controlled by the same enterprise preparing the consolidated financial statement, shall adjust individual financial statement based on the fair value of the identifiable net assets on the acquisition date; as for the added subsidiary companies controlled by the same enterprise preparing the 92 Changchai Company, Limited Annual Report 2018 financial statement, shall not adjust the financial statement of the subsidiaries, namely survived by integration as participating in the consolidation when the final control party starts implementing control and should adjust the period-begin amount of the consolidated balance sheet and at the same time adjust the relevant items of the compared statement. As for the disposed subsidiaries, the operation result and the cash flow should be included in the consolidated income statement and the consolidated cash flow before the disposing date; the disposed subsidiaries of the current period, should not be adjusted the period-begin amount of the consolidated balance sheet. Where the Group losses control on its original subsidiaries due to disposal of some equity investments or other reasons, the residual equity interests are re-measured according to the fair value on the date when such control ceases. The summation of the consideration obtained from the disposal of equity interests and the fair value of the residual equity interests, minus the portion in the original subsidiary’s net assets measured on a continuous basis from the acquisition date that is enjoyable by the Group according to the original shareholding percentage in the subsidiary, is recorded in investment gains for the period when the Group’s control on the subsidiary ceases. Other comprehensive incomes in relation to the equity investment and the other owners’ equities changes except for the net gains and losses, other comprehensive income and profits distribution in the original subsidiary are treated on the same accounting basis as the acquiree directly disposes the relevant assets or liabilities (that is, except for the changes in the net liabilities or assets with a defined benefit plan resulted from re-measurement of the original subsidiary, the rest shall all be transferred into current investment gains) when such control ceases. And subsequent measurement is conducted on the residual equity interests according to the No.2 Accounting Standard for Business Enterprises-Long-term Equity Investments or the No.22 Accounting Standard for Business Enterprises-Recognition and Measurement of Financial Instruments. For the disposal of equity investment belongs to a package deal, should be considered as a transaction and conduct accounting treatment. However, Before losing control, every disposal cost and corresponding net assets balance of subsidiary of disposal investment are confirmed as other comprehensive income in consolidated financial statements, which together transferred into the current profits and losses in the loss of control, when the Group losing control on its subsidiary. For the disposal of the equity investment not belongs to a package deal, should be executed accounting treatment according to the relevant policies of partly disposing the equity investment of the subsidiaries under the situation not lose the control right before losing the control right; when losing the control right, the former should be executed accounting treatment according to the general disposing method of the disposal of the subsidiaries. 7. Classification of Joint Arrangements and Accounting Treatment of Joint Operations The Group classifies joint arrangements into joint operations and joint ventures. A joint operation refers to a joint arrangement where the Group is the joint operations party of the joint arrangement and enjoys assets and has to bear liabilities related to the arrangement. The Company confirms the following items related to the interests share among the joint operations and executes accounting treatment according to the regulations of the relevant ASBE: (1) Recognizes the assets that it holds and bears in the joint operation and recognizes the jointly-held assets according to the Group’s stake in the joint operation; (2) Recognizes the liabilities that it holds and bears in the joint operation and recognizes the jointly-held liabilities according to the Group’s stake in the joint operation; (3) Recognizes the income from sale of the Group’s share in the output of the joint operation (4) Recognizes the income from sale of the joint operation’s outputs according to the Group’s stake in it 93 Changchai Company, Limited Annual Report 2018 (5) Recognizes the expense solely incurred to the Group and the expense incurred to the joint operation according to the Group’s stake in it. 8. Recognition Standard for Cash and Cash Equivalents In the Group’s understanding, cash and cash equivalents include cash on hand, any deposit that can be used for cover, and short-term (usually due within 3 months since the day of purchase) and high circulating investments, which are easily convertible into known amount of cash and whose risks in change of value are minimal. 9. Foreign Currency Businesses and Translation of Foreign Currency Financial Statements (1) Foreign currency business Concerning the foreign-currency transactions that occurred, the foreign currency shall be converted into the recording currency according to the middle price of the market exchange rate disclosed by the People’s Bank of China on the date of the transaction. Among the said transactions that occurred, those involving foreign exchanges shall be converted according to the exchange rates adopted in the actual transactions. On the balance sheet date, the foreign-currency monetary assets and the balance of the liability account shall be converted into the recoding currency according to the middle price of the market exchange rates disclosed by the People’s Bank of China on the Balance Sheet Date. The difference between the recording-currency amount converted according to the exchange rate on the Balance Sheet Date and the original book recording-currency amount shall be recognized as gains/losses from foreign exchange. And the exchange gain/loss caused by the foreign-currency borrowings related to purchasing fixed assets shall be handled according to the principle of capitalizing borrowing expenses; the exchange gain/loss incurred in the establishment period shall be recorded into the establishment expense; others shall be recorded into the financial expenses for the current period. On the balance sheet date, the foreign-currency non-monetary items measured by historical cost shall be converted according to the middle price of the market exchange disclosed by the People’s Bank of China on the date of the transaction, with no changes in the original recording-currency amount; while the foreign-currency non-monetary items measured by fair value shall be converted according to the middle price of the market exchange disclosed by the People’s Bank of China on the date when the fair value is recognized, and the exchange gain/loss caused thereof shall be recognized as the gain/loss from fair value changes and recorded into the gain/loss of the current period. (2) Translation of foreign currency The assets and liabilities items among the balance sheet of the foreign operation shall be translated at a spot exchange rate on the balance sheet date. Among the owner’s equity items, except for the items as “undistributed profits”, other items shall be translated at the spot exchange rate at the time when they are incurred. And the revenues and expenses items among the balance sheet of the foreign operation shall be translated at the approximate exchange rate of the transaction date. The difference caused from the above transaction of the foreign currency statement should be listed in the other comprehensive income among the owners’ equities. 10. Financial Instruments (1) Category of financial instruments The Company classifies the financial assets into four kinds such as trading financial assets, available-for-sale financial assets, accounts receivable and held-to-maturity investment according to the investment purpose and the economy nature. 94 Changchai Company, Limited Annual Report 2018 The Company classifies the financial liabilities into two kinds such as the financial liabilities measured by fair value with the changes included in the current gains and losses and the other financial liabilities measured by amortized cost according to the economy nature. (2) Recognition basis and measurement methods of financial instruments The trading financial assets should be measured by fair value with the changes of fair value included in the current gains and losses; the available-for-sale financial assets should be measured by fair value with the changes of fair value included in the owners’ equities; and the accounts receivable and the held-to-maturity investment should be measured by amortized cost. (3) Recognition basis and measurement methods of financial instruments transformation The Company transfers or delivers a financial asset to a party other than the issuer of the financial asset and the transformation of the financial assets could be whole of the financial assets or a part of it, which including two methods: The enterprise transfers the right to another party for receiving the cash flow of the financial asset; The enterprise transfers the financial asset to another party, but maintains the right to receive the cash flow of the financial asset and undertakes the obligation to pay the cash flow it receives to the final recipient. Where the Company has transferred a part or nearly all of the risks and rewards related to the ownership of the financial asset to the transferee, it shall stop recognizing the financial asset and the difference between the consideration received and the book value of the transferred financial assets should be recognized as gains and losses and at the same time transfers the accumulative gains or losses from the recognized financial assets among the original owners’ equities in the gains and losses; if it retained nearly all of the risks and rewards related to the ownership of the financial asset, it shall continue to recognize the whole or part of the financial assets and the consideration received be recognized as financial liabilities. Where the Company neither transfers nor retains nearly all of the risks and rewards related to the ownership of a financial asset, and it does not cease its control on the said financial asset, it recognizes the relevant financial asset and liability accordingly according to the extent of its continuous involvement in the transferred financial asset. (4) De-recognition conditions of financial liabilities Only when the prevailing obligations of a financial liability are relieved in all or in part may the recognition of the financial liability be terminated in all or partly. (5) Recognition methods of the fair value of main financial assets and financial liabilities As for the financial assets held by the Company or the financial liabilities plans to undertake, if there exists active market, should adopt the current offering price in the active market, and as for the financial assets plans to be purchased by the Company or the financial liabilities undertook, should adopt the current offering in the active market, and if there is no current offering price or asking price, should adopt the market quotation of the recent transactions or the adjusted market quotation of the recent transactions, except for there is definite evidence indicate the market quotation is not the fair value. Where there is no active market for a financial instrument, the enterprise concerned shall adopt value appraisal techniques, including the prices adopted by the parties, who are familiar with the condition, in the latest market transaction upon their own free will, the current fair value obtained by referring to other financial instruments of the same essential nature etc. (6) Impairment test method and withdrawal methods of impairment provision of financial assets (excluding accounts receivable) The Company shall carry out an inspection, on the balance sheet day, on the carrying amount of the financial assets other than those measured at their fair values and of which the variation is recorded into the profits and 95 Changchai Company, Limited Annual Report 2018 losses of the current period. Where there is any objective evidence proving that such financial asset has been impaired, an impairment provision shall be made. For the financial assets with significant single amount, if there is objective evidence indicates the occurred impairment, should recognize the impairment losses and should include which in the current gains and losses. As for the financial assets with insignificant single amount but not occur impairment, the Company should execute the impairment test by credit groups according to the credit degree of the customers and the actual situation of the happen of the bad debts over the years for recognizing the impairment losses. The expression “objective evidence proving that the financial asset has been impaired” refers to the actually incurred events which, after the financial asset is initially recognized, have an impact on the predicted future cash flow of the said financial asset that can be reliably measured by the enterprise. The objective evidences that can prove the impairment of a financial asset shall include: A serious financial difficulty occurs to the issuer or debtor; The debtor breaches any of the contractual stipulations, for example, fails to pay or delays the payment of interests or the principal, etc.; The creditor makes any concession to the debtor who is in financial difficulties due to economic or legal factors, etc.; The debtor will probably become bankrupt or carry out other financial reorganizations; The financial asset can no longer continue to be traded in the active market due to serious financial difficulties of the issuer; It is impossible to identify whether the cash flow of a certain asset within a certain combination of financial assets has decreased or not. But after making an overall appraisal according to the public data available, it is found that the predicted future cash flow of the said combination of financial assets has indeed decreased since it was initially recognized and such decrease can be measured, for example, the ability of the debtor of the said combination of financial assets worsens gradually, the unemployment rate of the country or region where the debtor is situated increases, the prices of the region where the guaranty is situated are obviously dropping, or the industrial sector concerned is in slump, etc.; Any seriously disadvantageous change has occurred to technical, market, economic or legal environment, etc. wherein the debtor operates its business, which makes the investor of an equity instrument unable to take back its investment; Where the fair value of the equity instrument investment drops significantly or not contemporarily; Other objective evidences showing the impairment of the financial asset. Where a financial asset measured on the basis of post-amortization costs is impaired, the carrying amount of the said financial asset shall be calculated by the difference between the book value and the current value of the predicted future cash flow of the impairment losses. Where any financial asset measured on the basis of post-amortization costs is recognized as having suffered from any impairment loss, if there is any objective evidence proving that the value of the said financial asset has been restored, and it is objectively related to the events that occur after such loss is recognized, the impairment-related losses as originally recognized shall be reversed and be recorded into the profits and losses of the current period. Where a sellable financial asset is impaired, even if the recognition of the financial asset has not been terminated, the accumulative losses arising from the decrease of the fair value of the owner’s equity which is directly included shall be transferred out and recorded into the profits and losses of the current period.. The accumulative losses are the initial cost after deducting the principal, the amortization amount, fair value of current period and balance after originally recorded into impairment loss of profits or losses. After the recognition of 96 Changchai Company, Limited Annual Report 2018 impairment losses, if there is any objective evidence indicated that the value of financial assets is resumed and objectively related to the events after the recognition of impairment losses, transfer the impairment losses originally recognized, transfer the impairment losses of available for sale equity instrument investment and recognized as other comprehensive income, and transfer the impairment losses of available for sale liability instruments and record into current profits or losses. 11. Notes and Accounts Receivable (1) Accounts Receivable with Significant Single Amount for which the Bad Debt Provision is Made Individually Recognition criteria of accounts Significant single amounts refers to the accounts receivable of the single receivable with individual and amount more than RMB 1 million (RMB 1 million include) (including significant amount accounts receivable and other accounts receivable) The Company makes an independent impairment test on the accounts receivable with significant single amount, and provision for bad debts shall Withdrawal method of the bad withdrawn on the basis of the balance between the current values of the debt provision of the accounts predicted future cash flow lower than book value. Upon independent receivable with significant impairment test, the accounts receivable with significant single amounts single amounts has not been impaired, it shall be withdrawn bad debt provision based on ending balance by adopting aging analysis method. (2) Accounts Receivable which the Bad Debt Provision is withdrawn by Credit Risk Characteristics Group name Withdrawal method of bad debt provision the age of the accounts receivable is divided by the aging analysis method groups of credit risk In the groups, those adopting aging analysis method to withdraw bad debt provision: √ Applicable □ Not applicable Withdrawal proportion of account Withdrawal proportion of other Aging receivables account receivables Within 1 year (including 1 year) 2.00% 2.00% 1 to 2 years 5.00% 5.00% 2 to 3 years 15.00% 15.00% 3 to 4 years 30.00% 30.00% 4 to 5 years 60.00% 60.00% Over 5 years 100.00% 100.00% In the groups, those adopting balance percentage method to withdraw bad debt provision 97 Changchai Company, Limited Annual Report 2018 □ Applicable √ Not applicable In the groups, those adopting other methods to withdraw bad debt provision: □ Applicable √ Not applicable (3) Accounts Receivable with an Insignificant Single Amount but for which the Bad Debt Provision is Made Independently Reason of individually Insignificant single amounts refers to the accounts receivable of the single amount withdrawing bad debt lower than RMB 1 million (RMB1 million not include) (including accounts provision receivable and other accounts receivable). As for an account receivable with an insignificant single amount and which can not show its risk feature when withdrawing a bad-bet provision for it on the group basis, the bad-debt provision for the account receivable shall be withdrawn based on the Withdrawal method for difference of the expected present value of the future cash flows of the account bad debt provision receivable that less than its carrying amount. The Company shall withdraw the bad-debt provision for such an account receivable by combining the aging method and individual judgment based on the debtor entity’s actual financial position, cash flows and other relevant information. 12. Inventory Is the Company subject to any disclosure requirements for special industries? No (1) Category of Inventory Inventory refers to the held-for-sale finished products or commodities, goods in process, materials consumed in the production process or the process providing the labor service etc. Inventory is mainly including the raw materials, low priced and easily worn articles, unfinished products, inventories and work in process–outsourced etc. (2) Pricing method Purchasing and storage of the various inventories should be valued according to the planed cost and the dispatch be calculated according to the weighted average method; carried forward the cost of the finished products according to the actual cost of the current period and the sales cost according to the weighted average method. (3) Determination basis of the net realizable value of inventory and withdrawal method of the provision for falling price of inventory At the balance sheet date, inventories are measured at the lower of the costs and net realizable value. When all the inventories are checked roundly, for those which were destroyed, outdated in all or in part, sold at a loss, etc, the Company shall estimate the irrecoverable part of its cost and withdrawal the inventory falling price reserve at the year-end. Where the cost of the single inventory item is higher than the net realizable value, the inventory falling price reserve shall be withdrawn and recorded into profits and losses of the current period. Of which: in the normal production and operating process, as for the commodities inventory directly for sales such as the finished products, commodities and the materials for sales, should recognize the net realizable value according to the amount of the estimated selling price of the inventory minuses the estimated selling expenses and the relevant taxes; as for the materials inventory needs to be processed in the normal production and operating process, should recognize its net realizable value according to the amount of the estimated selling price of the finished 98 Changchai Company, Limited Annual Report 2018 products minuses the cost predicts to be occur when the production completes and the estimated selling expenses as well as the relevant taxes; on the balance sheet date, for the same inventory with one part agreed by the contract price and other parts not by the contract price, should be respectively recognized the net realizable value. For items of inventories relating to a product line that are produced and marketed in the same geographical area, have the same or similar end users or purposes, and cannot be practicably evaluated separately from other items in that product line provision for decline in value is determined on an aggregate basis; for large quantity and low value items of inventories, provision for decline in value is made based on categories of inventories. (4) The perpetual inventory system is maintained for stock system. (5) Amortization method of low-value consumables and packages One time amortization method is adopted for low-value consumables and packages. 13. Assets Held for Sale The Company recognizes the components (or the non-current assets) which meet with the following conditions as assets held for sale: (1) The components must be immediately sold only according to the usual terms of selling this kind of components under the current conditions; (2) The Company had made solutions on disposing the components (or the non-current assets), for example, the Company should gain the approval from the shareholders according to the regulations and had acquired the approved from the Annual General Meeting or the relevant authority institutions; (3) The Company had signed the irrevocable transformation agreement with the transferee; (4) The transformation should be completed within 1 year. 14. Long-term Equity Investments (1) Judgment standard of joint control and significant influences Joint control, refers to the control jointly owned according to the relevant agreement on an arrangement by the Company and the relevant activities of the arrangement should be decided only after the participants which share the control right make consensus. Significant influence refers to the power of the Group which could anticipate in the finance and the operation polices of the investees, but could not control or jointly control the formulation of the policies with the other parties. (2) Recognition for initial investment cost The initial investment cost of the long-term equity investment shall be recognized by adopting the following ways in accordance with different methods of acquisition: 1) As for those forms under the same control of the enterprise combine, if the combine party takes the cash payment, non-cash assets transformation, liabilities assumption or equity securities issuance as the combination consideration, should take the shares of the book value by the ultimate control party in the consolidate financial statement of the owners’ equities of the combiners acquired on the merger date as the initial investment cost. The difference between the initial investment cost and the book value of the paid combination consideration or the total amount of the issued shares of the long-term equity investment should be adjusted the capital reserve; If the capital reserve is insufficient to dilute, the retained earnings shall be adjusted. To include each direct relevant expense occurred when executing the enterprise merger into the current gains and losses; while the handling charges and commission occurs from the issuing the equity securities or the bonds for the enterprise merger should be included in the initial measurement amount of the shareholders’ equities or the liabilities. 99 Changchai Company, Limited Annual Report 2018 2) As for long-term equity investment acquired through the merger of enterprises not under the same control, its initial investment cost shall regard as the combination cost calculated by the fair value of the assets, equity instrument issued and liabilities incurred or undertaken on the purchase date adding the direct cost related with the acquisition. The identifiable assets of the combined party and the liabilities (including contingent liability) undertaken on the combining date shall be measured at the fair value without considering the amount of minority interest. The acquirer shall recognize the positive balance between the combination costs and the fair value of the identifiable net assets it obtains from the acquiree as business reputation. The acquirer shall record the negative balance between the combination costs and the fair value of the identifiable net assets it obtains from the acquiree into the consolidated income statement directly. The agent expense and other relevant management expenses such as the audit, legal service and evaluation consultation occurs from the enterprise merger, should be included in the current gains and losses when occur; while the handling charges and commission occurs from the issuing the equity securities or the bonds for the enterprise merger should be included in the initial measurement amount of the shareholders’ equities or the liabilities. 3) Long-term equity investment obtained by other means The initial cost of a long-term equity investment obtained by making payment in cash shall be the purchase cost which is actually paid. The initial cost of a long-term equity investment obtained on the basis of issuing equity securities shall be the fair value of the equity securities issued. The initial cost of a long-term equity investment of an investor shall be the value stipulated in the investment contract or agreement, the unfair value stipulated in the contract or agreement shall be measured at fair value. As for long-term investment obtained by the exchange of non-monetary assets, where it is commercial in nature, the fair value of the assets surrendered shall be recognized as the initial cost of the long-term equity investment received; where it is not commercial in nature, the book value of the assets surrendered shall be recognized as the initial cost of the long-term equity investment received. The initial cost of a long-term equity investment obtained by recombination of liabilities shall be recognized at fair value of long-term equity investment. (3) Subsequent measurement and recognition of profits and losses 1) An investment in the subsidiary company shall be measured by employing the cost method Where the Company hold, and is able to do equity investment with control over an invested entity, the invested entity shall be its subsidiary company. Where the Company holds the shares of an entity over 50%, or, while the Company holds the shares of an entity below 50%, but has a real control to the said entity, then the said entity shall be its subsidiary company. 2) An investment in the joint enterprise or associated enterprise shall be measured by employing the equity method Where the Company hold, and is able to do equity investment with joint control with other parties over an invested entity, the invested entity shall be its joint enterprise. Where the Company hold, and is able to have equity investment with significant influences on an invested entity, the invested entity shall be its associated entity. After the Company acquired the long-term equity investment, should respectively recognize investment income and other comprehensive income according to the net gains and losses as well as the portion of other comprehensive income which should be enjoyed or be shared, and at the same time adjust the book value of the long-term equity investment; corresponding reduce the book value of the long-term equity investment according to profits which be declared to distribute by the investees or the portion of the calculation of cash dividends which should be enjoyed; for the other changes except for the net gains and losses, other comprehensive income and the 100 Changchai Company, Limited Annual Report 2018 owners’ equity except for the profits distribution of the investees, should adjust the book value of the long-term equity investment as well as include in the owners’ equity . The investing enterprise shall, on the ground of the fair value of all identifiable assets of the invested entity when it obtains the investment, recognize the attributable share of the net profits and losses of the invested entity after it adjusts the net profits of the invested entity. If the accounting policy adopted by the investees is not accord with that of the Group, should be adjusted according to the accounting policies of the Group and the financial statement of the investees during the accounting period and according which to recognize the investment income as well as other comprehensive income. For the transaction happened between the Company and associated enterprises as well as joint ventures, if the assets launched or sold not form into business, the portion of the unrealized gains and losses of the internal transaction, which belongs to the Group according to the calculation of the enjoyed proportion, should recognize the investment gains and losses on the basis. But the losses of the unrealized internal transaction happened between the Company and the investees which belongs to the impairment losses of the transferred assets, should not be neutralized. The Company shall recognize the net losses of the invested enterprise according to the following sequence: first of all, to write down the book value of the long-term equity investment. Secondly, if the book value of the long-term equity investment is insufficient for written down, should be continued to recognized the investment losses limited to the book value of other long-term equity which forms of the net investment of the investees and to written down the book value of the long-term accounts receivable etc. Lastly, through the above handling, for those should still undertake the additional obligations according to the investment contracts or the agreements, it shall be recognized as the estimated liabilities in accordance with the estimated duties and then recorded into investment losses at current period. If the invested entity realizes any net profits later, the Group shall, after the amount of its attributable share of profits offsets against its attributable share of the un-recognized losses, resume recognizing its attributable share of profits. In the preparation for the financial statements, the balance existed between the long-term equity investment increased by acquiring shares of minority interest and the attributable net assets on the subsidiary calculated by the increased shares held since the purchase date (or combination date), the capital reserves shall be adjusted, if the capital reserves are not sufficient to offset, the retained profits shall be adjusted; the Company disposed part of the long-term equity investment on subsidiaries without losing its controlling right on them, the balance between the disposed price and attributable net assets of subsidiaries by disposing the long-term equity investment shall be recorded into owners’ equity. For other ways on disposal of long-term equity investment, the balance between the book value of the disposed equity and its actual payment gained shall be recorded into current profits and losses. For the long-term equity investment measured by adopting equity method, if the remained equity after disposal still adopts the equity method for measurement, the other comprehensive income originally recorded into owners’ equity should adopt the same basis of the accounting disposal of the relevant assets or liabilities directly disposed by the investees according to the corresponding proportion. The owners’ equity recognized owning to the changes of the other owners’ equity except for the net gains and losses, other comprehensive income and the profits distribution of the investees, should be transferred into the current gains and losses according to the proportion. For the long-term equity investment which adopts the cost method of measurement, if the remained equity still adopt the cost method, the other comprehensive income recognized owning to adopting the equity method for measurement or the recognition and measurement standards of financial instrument before acquiring the control of 101 Changchai Company, Limited Annual Report 2018 the investees, should adopt the same basis of the accounting disposal of the relevant assets or liabilities directly disposed by the investees and should be carried forward into the current gains and losses according to the proportion; the changes of the other owners’ equity except for the net gains and losses, other comprehensive income and the profits distribution among the net assets of the investees which recognized by adopting the equity method for measurement, should be carried forward into the current gains and losses according to the proportion. For those the Company lost the control of the investees by disposing part of the equity investment as well as the remained equity after disposal could execute joint control or significant influences on the investees, should change to measure by equity method when compiling the individual financial statement and should adjust the measurement of the remained equity to equity method as adopted since the time acquired; if the remained equity after disposal could not execute joint control or significant influences on the investees, should change the accounting disposal according to the relevant regulations of the recognition and measurement standards of financial instrument, and its difference between the fair value and book value on the date lose the control right should be included in the current gains and losses. For the other comprehensive income recognized by adopting equity method for measurement or the recognition and measurement standards of financial instrument before the Group acquired the control of the investees, should execute the accounting disposal by adopting the same basis of the accounting disposal of the relevant assets or liabilities directly disposed by the investees when lose the control of them, while the changes of the other owners’ equity except for the net gains and losses, other comprehensive income and the profits distribution among the net assets of the investees which recognized by adopting the equity method for measurement, should be carried forward into the current gains and losses according to the proportion. Of which, for the disposed remained equity which adopted the equity method for measurement, the other comprehensive income and the other owners’ equity should be carried forward according to the proportion; for the disposed remained equity which changed to execute the accounting disposal according to the recognition and measurement standards of financial instrument, the other comprehensive income and the other owners’ equity should be carried forward in full amount. For those the Company lost the control of the investees by disposing part of the equity investment, the disposed remained equity should change to calculate according to the recognition and measurement standards of financial instrument, and difference between the fair value and book value on the date lose the control right should be included in the current gains and losses. For the other comprehensive income recognized from the original equity investment by adopting the equity method, should execute the accounting disposal by adopting the same basis of the accounting disposal of the relevant assets or liabilities directly disposed by the investees when terminate the equity method for measurement, while for the owners’ equity recognized owning to the changes of the other owner’s equity except for the net gains and losses, other comprehensive income and the profits distribution of the investees, should be transferred into the current investment income with full amount when terminate adopting the equity method. 15. Investment Real Estate Measurement mode of investment real estate: Measurement of cost model Depreciation or amortization method The investment real estate shall be measured at its cost. Of which, the cost of an investment real estate by acquisition consists of the acquisition price, relevant taxes, and other expense directly relegated to the asset; the cost of a self-built investment real estate composes of the necessary expenses for building the asset to the hoped condition for use. The investment real estate invested by investors shall be recorded at the value stipulated in the 102 Changchai Company, Limited Annual Report 2018 investment contracts or agreements, but the unfair value appointed in the contract or agreement shall be entered into the account book at the fair value. As for withdrawal basis of provision for impairment of investment real estates, please refer to withdrawal method for provision for impairment of fixed assets. 16. Fixed Assets (1) Recognition Conditions Fixed assets refers to the tangible assets that simultaneously possess the features as follows: (a) they are held for the sake of producing commodities, rendering labor service, renting or business management; and (b) their useful life is in excess of one fiscal year. The fixed assets are only recognized when the relevant economic benefits probably flow in the Company and its cost could be reliable measured. (2) Depreciation Method Category of fixed assets Method Useful life Annual deprecation Housing and building Average method of useful life 20-40 2.50%-5% Machinery equipment Average method of useful life 6-15 6.67%-16.67% Transportation equipment Average method of useful life 5-10 10%-20% Other equipment Average method of useful life 5-10 10%-20% (3) Recognition Basis, Pricing and Depreciation Method of Fixed Assets by Finance Lease The Company recognizes those meet with the following one or certain standards as the fixed assets by finance lease: 1) The leasing contract had agreed that (or made the reasonable judgment according to the relevant conditions on the lease starting date) when the lease term expires, the ownership of leasing the fixed assets could be transferred to the Company; 2) The Company owns the choosing right for purchasing and leasing the fixed assets, with the set purchase price which is estimated far lower than the fair value of the fixed assets by finance lease when executing the choosing right, so the Company could execute the choosing right reasonably on the lease starting date; 3) Even if the ownership of the fixed assets not be transferred, the lease period is of 75% or above of the useful life of the lease fixed assets; 4) The current value of the minimum lease payment on the lease starting date of the Company is equal to 90% or above of the fair value of the lease fixed assets on the lease starting date; the current value of the minimum lease receipts on the lease starting date of the leaser is equal to 90% or above of the fair value of the lease fixed assets on the lease starting date; 5) The nature of the lease assets is special that only the Company could use it if not execute large transformation. The fixed assets by finance lease should take the lower one between the fair value of the leasing assets and the current value of the minimum lease payment on the lease starting date as the entry value. As for the minimum lease payment which be regarded as the entry value of the long-term accounts payable, its difference should be regarded as the unrecognized financing expense. For the initial direct expenses occur in the lease negotiations and 103 Changchai Company, Limited Annual Report 2018 the signing process of the lease contracts that attribute to the handling expenses, counsel fees, travel expenses and stamp taxes of the lease items, should be included in the charter-in assets value. The unrecognized financing expenses should be amortized by adopting the actual interest rate during the period of the lease term. The fixed assets by finance lease shall adopt the same depreciation policy for self-owned fixed assets. If it is reasonable to be certain that the lessee will obtain the ownership of the leased asset when the lease term expires, the leased asset shall be fully depreciated over its useful life. If it is not reasonable to be certain that the lessee will obtain the ownership of the leased asset at the expiry of the lease term, the leased asset shall be fully depreciated over the shorter one of the lease term or its useful life 17. Construction in Progress Is the Company subject to any disclosure requirements for special industries? No (1) Valuation of the progress in construction Construction in progress shall be measured at actual cost. Self-operating projects shall be measured at direct materials, direct wages and direct construction fees; construction contract shall be measured at project price payable; project cost for plant engineering shall be recognized at value of equipments installed, cost of installation, trail run of projects. Costs of construction in process also include borrowing costs and exchange gains and losses, which should be capitalized. (2) Standardization on construction in process transferred into fixed assets and time point The construction in process, of which the fixed assets reach to the predicted condition for use, shall carry forward fixed assets on schedule. The one that has not audited the final accounting shall recognize the cost and make depreciation in line with valuation value. The construction in process shall adjust the original valuation value at its historical cost but not adjust the depreciation that has been made after auditing the final accounting. 18. Borrowing Costs (1) Recognition principle of capitalization of borrowing costs The borrowing costs shall include the interest on borrowings, amortization of discounts or premiums on borrowings, ancillary expenses, and exchange balance on foreign currency borrowings. Where the borrowing costs occurred belong to specifically borrowed loan or general borrowing used for the acquisition and construction of investment real estates and inventories over one year (including one year) shall be capitalized, and record into relevant assets cost. Other borrowing costs shall be recognized as expenses on the basis of the actual amount incurred, and shall be recorded into the current profits and losses. The borrowing costs shall not be capitalized unless they simultaneously meet the following three requirements: (1) The asset disbursements have already incurred; (2) The borrowing costs have already incurred; and (3) The acquisition and construction or production activities which are necessary to prepare the asset for its intended use or sale have already started. (2) The period of capitalization of borrowing costs The borrowing costs arising from acquisition and construction of fixed assets, investment real estates and inventories, if they meet the above-mentioned capitalization conditions, the capitalization of the borrowing costs shall be measured into asset cost before such assets reach to the intended use or sale, Where acquisition and construction of fixed assets, investment real estates and inventories is interrupted abnormally and the interruption period lasts for more than 3 months, the capitalization of the borrowing costs shall be suspended, and recorded into the current expense, till the acquisition and construction of the assets restarts. When the qualified asset is 104 Changchai Company, Limited Annual Report 2018 ready for the intended use or sale, the capitalization of the borrowing costs shall be ceased, the borrowing costs occurred later shall be included into the financial expense directly at the current period. (3) Measurement method of capitalization amount of borrowing costs As for specifically borrowed loans for the acquisition and construction or production of assets eligible for capitalization, the to-be-capitalized amount of interests shall be determined in light of the actual cost incurred of the specially borrowed loan at the present period minus the income of interests earned on the unused borrowing loans as a deposit in the bank or as a temporary investment. Where a general borrowing is used for the acquisition and construction or production of assets eligible for capitalization, the enterprise shall calculate and determine the to-be-capitalized amount of interests on the general borrowing by multiplying the weighted average asset disbursement of the part of the accumulative asset disbursements minus the general borrowing by the capitalization rate of the general borrowing used. The capitalization rate shall be calculated and determined in light of the weighted average interest rate of the general borrowing. 19. Intangible Assets (1) Pricing Method, Service Life, and Impairment Test (1) Pricing method of intangible assets Intangible assets purchased should take the actual payment and the relevant other expenses as the actual cost. For the intangible assets invested by the investors should be recognized the actual cost according to the value of the investment contracts or agreements, however, for the value of the contracts or agreements is not fair, the actual cost should be recognized according to the fair value. For the intangible assets acquires from the exchange of the non-currency assets, if own the commercial nature, should be recorded according to the fair value of the swap-out assets; for those not own the commercial nature, should be recorded according to the book value of the swap-out assets. For the intangible assets acquires from the debts reorganization should be recognized by the fair value. (2) Amortization method and term of intangible assets As for the intangible assets with limited service life, which are amortized by straight-line method when it is available for use within the service period, shall be recorded into the current profits and losses. The Company shall, at least at the end of each year, check the service life and the amortization method of intangible assets with limited service life. When the service life and the amortization method of intangible assets are different from those before, the years and method of the amortization shall be changed. Intangible assets with uncertain service life may not be amortized. However, the Company shall check the service life of intangible assets with uncertain service life during each accounting period. Where there are evidences to prove the intangible assets have limited service life, it shall be estimated of its service life, and be amortized according to the above method mentioned. The rights to use land of the Company shall be amortized according to the rest service life. (2) Accounting Polices of Internal R & D Expenses The internal research and development projects of an enterprise shall be classified into research phase and development phase: the term “research” refers to the creative and planned investigation to acquire and understand new scientific or technological knowledge; the term “development” refers to the application of research achievements and other knowledge to a certain plan or design, prior to the commercial production or use, so as to produce any new material, device or product, or substantially improved material, device and product. 105 Changchai Company, Limited Annual Report 2018 The Company collects the expenses of the corresponding phases according to the above standard of classifying the research phase and the development phase. The research expenditures for its internal research and development projects of an enterprise shall be recorded into the profit or loss for the current period. The development expenditures for its internal research and development projects of an enterprise may be capitalized when they satisfy the following conditions simultaneously: it is feasible technically to finish intangible assets for use or sale; it is intended to finish and use or sell the intangible assets; the usefulness of methods for intangible assets to generate economic benefits shall be proved, including being able to prove that there is a potential market for the products manufactured by applying the intangible assets or there is a potential market for the intangible assets itself or the intangible assets will be used internally; it is able to finish the development of the intangible assets, and able to use or sell the intangible assets, with the support of sufficient technologies, financial resources and other resources; the development expenditures of the intangible assets can be reliably measured. 20. Impairment of Long-term Assets For non-current financial Assets of fixed Assets, projects under construction, intangible Assets with limited service life, investing real estate with cost model, long-term equity investment of subsidiaries, cooperative enterprises and joint ventures, the Group should judge whether decrease in value exists on the date of balance sheet. Recoverable amounts should be tested for decrease in value if it exists. Other intangible Assets of reputation and uncertain service life and other non-accessible intangible assets should be tested for decrease in value no matter whether it exists. If the recoverable amount is less than book value in impairment test results, the provision for impairment of differences should include in impairment loss. Recoverable amounts would be the higher of net value of asset fair value deducting disposal charges or present value of predicted cash flow. Asset fair value should be determined according to negotiated sales price of fair trade. If no sales agreement exists but with asset active market, fair value should be determined according to the Buyer’s price of the asset. If no sales agreement or asset active market exists, asset fair value could be acquired on the basis of best information available. Disposal expenses include legal fees, taxes, cartage or other direct expenses of merchantable Assets related to asset disposal. Present value of predicted asset cash flow should be determined by the proper discount rate according to Assets in service and predicted cash flow of final disposal. Asset depreciation reserves should be calculated on the basis of single Assets. If it is difficult to predict the recoverable amounts for single Assets, recoverable amounts should be determined according to the belonging asset group. Asset group is the minimum asset combination producing cash flow independently. In impairment test, book value of the business reputation in financial report should be shared to beneficial asset group and asset group combination in collaboration of business merger. It is shown in the test that if recoverable amounts of shared business reputation asset group or asset group combination are lower than book value, it should determine the impairment loss. Impairment loss amount should firstly be deducted and shared to the book value of business reputation of asset group or asset group combination, then deduct book value of all assets according to proportions of other book value of above assets in asset group or asset group combination except business reputation. After the asset impairment loss is determined, recoverable value amounts would not be returned in future. 21. Amortization Method of Long-term Deferred Expenses Long-term deferred expanses of the Company shall be recorded in light of the actual expenditure, and 106 Changchai Company, Limited Annual Report 2018 amortized averagely within benefit period. In case of no benefit in the future accounting period, the amortized value of such project that fails to be amortized shall be transferred into the profits and losses of the current period. 22. Payroll (1) Accounting Treatment of Short-term Compensation Short-term compensation mainly including salary, bonus, allowances and subsidies, employee services and benefits, medical insurance premiums, birth insurance premium, industrial injury insurance premium, housing fund, labor union expenditure and personnel education fund, non-monetary benefits etc. The short-term compensation actually happened during the accounting period when the active staff offering the service for the Group should be recognized as liabilities and is included in the current gains and losses or relevant assets cost. Of which the non-monetary benefits should be measured according to the fair value. (2) Accounting Treatment of the Welfare after Demission The Company classifies the welfare plans after demission into defined contribution plans and defined benefit plans. Welfare plans after demission refers to the agreement on the welfare after demission reaches between the Company and the employees, or the regulations or methods formulated by the Company for providing the welfare after demission for the employees. Of which, defined contribution plans refers to the welfare plans after demission that the Company no more undertake the further payment obligations after the payment of the fixed expenses for the independent funds; defined benefit plans, refers to the welfare plans after demission except for the defined contribution plans. Defined contribution plans During the accounting period that the Company providing the service for the employees, the Company should recognize the liabilities according to the deposited amount calculated by defined contribution plans, and should be included in the current gains and losses or the relevant assets cost. (3) Accounting Treatment of the Demission Welfare The Company should recognize the payroll payment liabilities occur from the demission welfare according to the earlier date between the following two conditions and include which in the current gains and losses when providing the demission welfare for the employees: the Company could not unilaterally withdraw the demission welfare owning to the relieve plans of the labor relationship or reduction; when the Company recognizing the costs or expenses related to the reorganization involves with the demission welfare payments. 23. Estimated Liabilities (1) Criteria of estimated liabilities Only if the obligation pertinent to a contingencies shall be recognized as an estimated debts when the following conditions are satisfied simultaneously: 1) That obligation is a current obligation of the Company; 2) It is likely to cause any economic benefit to flow out of the Company as a result of performance of the obligation; 3) The amount of the obligation can be measured in a reliable way. (2) Measurement of estimated liabilities The Company shall measure the estimated debts in accordance with the best estimate of the necessary 107 Changchai Company, Limited Annual Report 2018 expenses for the performance of the current obligation. The Company shall check the book value of the estimated debts on the Balance Sheet Date. If there is any conclusive evidence proving that the said book value can’t truly reflect the current best estimate, the Company shall, subject to change, make adjustment to carrying value to reflect the current best estimate. 24. Revenue Is the Company subject to any disclosure requirements for special industries? No (1) Recognition of revenue from sale of goods: the revenue from selling shall be recognized by the following conditions: The significant risks and rewards of ownership of the goods have been transferred to the buyer by the Company; the Company retains neither continuous management right that usually keeps relation with the ownership nor effective control over the sold goods; the relevant amount of revenue can be measured in a reliable way; the relevant revenue and costs of selling goods can be measured in a reliable way. The amount of the revenue from selling shall ascertain the revenue incurred by selling goods in accordance with the received or receivable price stipulated in the contract or agreement signed between the enterprise and the buyer, unless the received or receivable amount as stipulated in the contract or agreement is unfair. (2) Recognition of revenue from providing labor services: When the total revenue and costs from providing labor can be measured in a reliable way; the relevant economic benefits are likely to flow into the enterprise; the schedule of completion under the transaction can be measured in a reliable way, the revenue from providing labor shall be recognized. If the Company can reliably estimate the outcome of a transaction concerning the labor services it provides, it shall recognize the revenue from providing services employing the percentage-of-completion method on the date of the balance sheet, otherwise the revenue from the providing of labor services shall be recognized in accordance with the amount of the cost of labor services incurred and expected to be compensated. The Company recognized the completion process of the transaction concerning the labor services according to the proportion of the occurred cost of the estimated total cost. The total amount of the revenue from providing services should be recognized according to the contract price received or receivable from the accepting of the labor services or the agreement price except for those unfair prices. (3) Recognition of the revenue from transferring use rights of assets: When the relevant economic benefits are likely to flow into the enterprises and the amount of revenues can be measured in a reliable way, the revenue from abalienating the right to use assets shall be recognized. The amount of interest revenue should be measured and confirmed in accordance with the length of time for which the enterprise's cash is used by others and the actual interest rate ; the amount of royalty revenue should be measured and confirmed in accordance with the period and method of charging as stipulated in the relevant contract or agreement;as for the rental revenue: the amount of the rental revenue from the operation lease should be recognized according to the straight-line method during each period of the lease term or accrued into the current gains and losses if rental actual occurred. 25. Government Subsidies (1) Type A government subsidy means the monetary or non-monetary assets obtained free by an enterprise from the government. Government subsidies consist of the government subsidies pertinent to assets and government subsidies pertinent to income according to the relevant government documents. For those the government documents not definite stipulate the assistance object, the judgment basis of the 108 Changchai Company, Limited Annual Report 2018 Company classifies the government subsidies pertinent to assets and government subsidies pertinent to income is: whether are used for purchasing or constructing or for forming the long-term assets by other methods. (2) Recognition of Government Subsidies The government subsidies should be recognized only when meet with the attached conditions of the government subsidies as well as could be acquired. If the government subsidies are the monetary assets, should be measured according to the received or receivable amount; and for the government subsidies are the non-monetary assets, should be measured by fair value. (3) Accounting Treatment The government subsidies pertinent to assets shall be recognized as deferred income, and included in the current gains and losses or offset the book value of related assets within the useful lives of the relevant assets with a reasonable and systematic method. Government subsidies pertinent to income used to compensate the relevant costs, expenses or losses of the Company in the subsequent period shall be recognized as deferred income, and shall be included in the current profit and loss during the period of confirming the relevant costs, expenses or losses; those used to compensate the relevant costs, expenses or losses of the Company already happened shall be included in the current gains and losses or used to offset relevant costs directly. For government subsidies that include both assets-related and income-related parts, they should be distinguished separately for accounting treatment; for government subsidies that are difficult to be distinguished, they should be classified as income-related. Government subsidies related to the daily activities of the Company shall be included into other income or used to offset relevant costs by the nature of economic business; those unrelated shall be included into non-operating income. The government subsidies recognized with relevant deferred income balance but need to return shall be used to offset the book balance of relevant deferred income, the excessive part shall be included in the current gains and losses or adjusting the book value of assets for the government subsidies assets-related that offset the book value of relevant assets when they are initially recognized; those belong to other cases shall be directly included in the current gains and losses. 26. Deferred Income Tax Assets and Liabilities (1) Basis of recognizing the deferred income tax assets According to the difference between the book value of the assets and liabilities and their tax basis, A deferred tax assets shall be measured in accord with the tax rates that are expected to apply to the period when the asset is realized or the liability is settled. The recognition of the deferred income tax assets is limited by the income tax payable that the Company probably gains for deducting the deductible temporary differences. At the balance sheet date, where there is strong evidence showing that sufficient taxable profit will be available against which the deductible temporary difference can be utilized, the deferred tax asset unrecognized in prior period shall be recognized. The Company assesses the carrying amount of deferred tax asset at the balance sheet date. If it’s probable that sufficient taxable profit will not be available against which the deductible temporary difference can be utilized, the Company shall write down the carrying amount of deferred tax asset, or reverse the amount written down later when it’s probable that sufficient taxable profit will be available. (2) Basis of recognizing the deferred income tax liabilities According to the difference between the book value of the assets and liabilities and their tax basis, A deferred 109 Changchai Company, Limited Annual Report 2018 tax liabilities shall be measured in accord with the tax rates that are expected to apply to the period when the asset is realized or the liability is settled. 27. Lease (1) Accounting Treatment of Operating Lease Lessee in an operating lease shall treat the lease payment under an operating lease as a relevant asset cost or the current profit or loss on a straight-line basis over the lease term. The initial direct costs incurred shall be recognized as the current profit or loss; Contingent rents shall be charged as expenses in the periods in which they are incurred. Lessors in an operating lease shall be recognized as the current profit or loss on a straight-line basis over the lease term; Initial direct costs incurred by lessors shall be recognized as the current profit or loss; the initial direct expenses occur should be directly included in the current gains and losses except for those with larger amount and be capitalized as well as be included in the gains and losses by stages. Contingent rents shall be charged as expenses in the periods in which they are incurred. (2) Accounting Treatments of Financial Lease When the Company as the lessee, On the lease beginning date, the Company shall record the lower one of the fair value of the leased asset and the present value of the minimum lease payments on the lease beginning date as the entering value in an account, recognize the amount of the minimum lease payments as the entering value in an account of long-term account payable, and treat the balance between the recorded amount of the leased asset and the long-term account payable as unrecognized financing charges and the occurred initial direct expenses, should be recorded in the lease assets value. During each lease period, should recognize the current financing expenses by adopting the actual interest rate. When the Company as the leasor and on the beginning date of the lease term, the Company shall recognize the sum of the minimum lease receipts on the lease beginning date and the initial direct costs as the entering value in an account of the financing lease values receivable, and record the unguaranteed residual value at the same time. The balance between the sum of the minimum lease receipts, the initial direct costs and the unguaranteed residual value and the sum of their present values shall be recognized as unrealized financing income. During each lease period, should recognize the current financing revenues adopting the actual interest rate. 28. Other Significant Accounting Policies and Estimates (1) Operation termination Operation termination refers to the compose part that meet with one of the following conditions which had been disposed by the Group or be classified to held-to-sold as well as could be individually distinguished in operating and compiling the financial statement: 1) The compose part represents an individual main business or a main operation area; 2) The compose part is a part intends to dispose and plan an individual main business or a main operation area; 3) The compose part is a subsidiary which be acquired only for resold. (2) Hedging accounting The term “hedging” refers to one or more hedging instruments which are designated by an enterprise for avoiding the risks of foreign exchange, interest rate, commodity price, stock price, credit and etc., and which is 110 Changchai Company, Limited Annual Report 2018 expected to make the changes in fair value or cash flow of hedging instrument(s) to offset all or part of the changes in the fair value or cash flow of the hedged item. The term “hedging instrument” shall refer to a derivative instrument which is designated by an enterprise for hedging and by which it is expected that changes in its fair value or cash flow can offset the changes in fair value or cash flow of the hedged item. For a hedging of foreign exchange risk, a non-derivative financial asset or non-derivative financial liability may be used as a hedging instrument. The “hedged item” shall refer to the following items which make an enterprise faced to changes in fair value or cash flow and are designated as the hedged objectives. The hedging should be executed by the hedging accounting methods when satisfying the following conditions at the same time: 1) At the commencement of the hedging, the enterprise shall specify the hedging relationship formally (namely the relationship between the hedging instrument and the hedged item) and prepare a formal written document on the hedging relationship, risk management objectives and the strategies of hedging. 2) The hedging expectation is highly efficient and meets the risk management strategy, which is confirmed for the hedging relationship by enterprise at the very beginning. 3) For a cash flow hedging of forecast transaction, the forecast transaction shall be likely to occur and shall make the enterprise faced to the risk of changes in cash flow, which will ultimately affect the profits and losses. 4) The effectiveness of hedging can be reliably measured. 5) The hedging is highly effective in accounting period in which the hedging relationship is specified. 29. Changes in Main Accounting Policies and Estimates (1) Change of Accounting Policies Contents and reasons Procedures Remarks In the balance sheet, “Notes The impact on the items of Receivable” and “Accounts Consolidated Balance Sheet as at Receivable” are combined into 31 December 2017 is as follows: “Notes Receivable and Accounts 1. “Notes Receivable and Receivable”; “Notes Payable” and Accounts Receivable” increased by “Accounts Payable” are combined RMB1,108,415,299.12;”Notes into “Notes Payable and Accounts receivable”decreased by Payable”; “Interest Receivable” and RMB716,404,345.57 ; “Accounts are The 14 Meeting of the 8 th th “Dividends Receivable” receivable” decreased by incorporated into “Other Board of Directors RMB392,010,953.55; Receivables”; “Interest Payable” and 2. “ Notes Payable and Accounts “Dividends Payable” are incorporated Payable ” increased by RMB into “Other Payables” “Fixed Assets 963,299,000.18, “Notes Payable” Liquidation” is incorporated into decreased by RMB347,070,500.00 “Fixed Assets”; “Engineering and “Accounts Payable” decreased Materials” is incorporated into by RMB616,228,500.18. “Construction in Progress”; “Specific Payables” is incorporated into 3. The “Dividends Payable" “Long-term Payables”. The decreased by RMB3,891,433.83 111 Changchai Company, Limited Annual Report 2018 comparative data shall be adjusted and was incorporated into “Other accordingly. Payables”; the “Qther Payables” increased by RMB3,891,433.83, and the adjusted balance of "Other Payables" was RMB195,985,676.91. In the income statement, the item of The impact on the items of “R&D Expense” is added and the Consolidated Income Statement for original R&D expense in the item of the year 2017 is as follows: “Administrative Expense” is The “Administrative Expense” was reclassified into “R&D Expense”; in reduced by RMB76,715,296.15, the income statement, the items of reclassified to "R&D Expense", “Of which: interest expense” and and the adjusted “Administrative “Interest income” are added under the Expense” was item of “Finance Costs”. The RMB107,835,619.11, while the comparative data shall be adjusted “R&D Expense”increased by accordingly. RMB76,715,296.15. 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. (2) Changes in Accounting Estimates □ Applicable √ Not applicable 30. Other Critical accounting judgments and estimates Due to the inside uncertainty of operating activity, the Group needed to make judgments, estimates and assumption on the book value of the accounts without accurate measurement during the employment of accounting policies. And these judgments, estimates and assumption were made basing on the prior experience of the senior executives of the Group, as well as in consideration of other factors. These judgments, estimates and assumption would also affect the report amount of income, costs, assets and liabilities, as well as the disclosure of contingent liabilities on balance sheet date. However, the uncertainty of these estimates was likely to cause significant adjustment on the book value of the affected assets and liabilities. The Group would check periodically the above judgments, estimates and assumption on the basis of continuing operation. For the changes in accounting estimates only affected on the current period, the influence should be recognized at the period of change occurred; for the changes in accounting estimates affected the current period and also the future period, the influence should be recognized at the period of change occurred and future period. 112 Changchai Company, Limited Annual Report 2018 On the balance sheet date, the Group needed to make judgments, estimates and assumption on the accounts in the following important items: (1) Provision for Bad Debts In accordance with the accounting policies of accounts receivable, the Group measured the losses for bad debts by adopting allowance method. The impairment of accounts receivable was based on the appraisal of the recoverability of accounts receivable. The impairment of accounts receivable was dependent on the judgment and estimates. The actual amount and the difference of previous estimates would affect the book value of accounts receivable and the withdrawal and reversal on provision for bad debts of accounts receivable during the period of estimates being changed. (2) Provision for Falling Price of Inventories In accordance with the accounting policies of inventories, for the inventories that the costs were more than the net realizable value as well as out-of-date and dull-sale inventories, the Group withdrawn the provision for falling price of inventories on the lower one between costs and net realizable value. Evaluating the falling price of inventories needed the management level gain the valid evidence and take full consideration of the purpose of inventories, influence of events after balance sheet date and other factors, and then made relevant judgments and estimates. The actual amount and the difference of previous estimates would affect the book value of inventories and the withdrawal and reversal on provision for bad debts of inventories during the period of estimates being changed. (3) Held-to-maturity Investment The Company classifies the non-derivative financial assets which meet with conditions with fixed or confirmable repayment amount and fixed maturity date as well as the Company owns definite intention and ability to hold until mature as the held-to-maturity investment. To execute the classification needs large judgment. In the process of executing the judgment, the Company would assess the intention and ability of the investment which hold until the due date. Except for the particular situation (for example, selling the investment with insignificant amount when approaching the due date), if the Company fails to hold the investment until the due date, should re-classify the investment to the available-for-sale financial assets and would no more be classified as the held-to-maturity investment in the current fiscal year as well as the afterward two complete fiscal years. If there exits such situation, that would probably cause significant influences on the value of the relevant financial assets presented on the financial statement and may influence the risks management strategies of the financial instruments of the Company. (4) Held-to-maturity Investment Impairment The Company confirms whether the held-to-maturity investment has impairment depends on the judgment from the management layer to a large extent. The objective evidences of the impairments including the issuers which occur serious financial difficulties that lead the financial assets could not continue to trade in the active market and to execute the contracts regulations (for example, to return the interests or the principal violates a treaty) etc. In the process of executing judgment, the Company needs to evaluate the influences of the objective evidences of the impairment on the estimated future cash flow. (5) The Impairment of Financial Assets Available for Sale The Group judged whether the financial assets available for sale were impaired relying heavily on the judgment and assumption of the management team, so as to decide whether recognized the impairment losses in the income statement. During the process of making the judgment and assumption, the Group needed to appraise the balance of the cost of the investment exceeding its fair value and the continuous period, the financial status and business forecast in a short period, including the industrial situation, technical reform, credit level, default rate and risk of counterparty. 113 Changchai Company, Limited Annual Report 2018 (6) Provision for Impairment of Non-financial Non-current Assets The Group made a judgment on the non-current assets other than financial assets whether they had any indication of impairment on the balance sheet date. For the intangible assets without finite service life, other than the annual impairment test, they should be subject to the impairment test when there was any indication of impairment. For other non-current non-financial assets, which should be subjected to impairment test when there was indication of impairment indicated that the book value can’t be recoverable. When the book value of the assets or assets portfolio was more than the recoverable amount, which was the higher one between the net amount of fair value after deducting the disposal expenses and the discounted amount of the estimated future cash flow, it means impairment incurred. The net amount of fair value after deducting the disposal expenses should be fixed the price in the sale agreement for similar assets in the fair transaction minus the increased costs directly attributable to the assets disposal. When estimated the discounted value of future cash flow, the Group needed to make important judgment on the output, selling price, relevant costs and the discount rate for calculating the discounted amount, etc. When estimated the recoverable amount, the Group would adopt all the available documents, including the prediction for relevant output, selling price and relevant operating costs arising from reasonable and supportive assumptions. The Group made the impairment test on goodwill at least one time per year, which required to predict the discounted amount of the future cash flow of the assets or assets portfolio with the distributed good will, for which, the Group needed to predict the future cash flow of the assets or assets portfolio, and adopt the property discounted rate to decide the discounted amount of future cash flow. (7) Depreciation and Amortization For the investment real estate, fixed assets and intangible assets, the Group withdrew the depreciation and amortization by adopting the straight-line method during the service life after full consideration of the salvage value. The Group checked the service life periodically so as to decide the amount of depreciation and amortization at each Reporting Period. The service life was fixed by the Group in accordance with the previous experience of the similar assets and the expected technical update. If there was any significant change on the previous estimates, the depreciation and amortization expenses should be adjusted. (8) Income Tax During the routine operating activities, there were some uncertainty in the ultimate tax treatment and calculation for parts of transactions. Some accounts of such transaction could be listed as pre-tax expenditures only after the approval of taxation authorities. If there were any differences between the ultimate result of recognition for these taxation maters and their initial estimates, the differences would affect the current income tax and deferred income tax at the period of ultimate recognition. VI. Taxation 1. Main Taxes and Tax Rate Category of taxes Tax basis Tax rate VAT Payable to sales revenue 17%, 16%, 13%, 11%, 10%, 6% Urban maintenance and Tax paid in accordance with the Taxable turnover amount construction tax tax regulations of tax units location Enterprise income tax Taxable income 25% or 15% 114 Changchai Company, Limited Annual Report 2018 Education surcharge Taxable turnover amount 5% Notes of the disclosure situation of the taxpaying bodies with different enterprises income tax rate Name Income tax rate Changchai Co., Ltd. 15% Changchai Wanzhou Diesel Engine Co., Ltd. 15% Changzhou Changchai Benniu Diesel Engine Fittings Co., Ltd. 25% Changzhou Housheng Investment Co., Ltd. 25% Changzhou Changchai Housheng Agricultural Equipment Co., Ltd. 25% Changzhou Fuji Changchai Robin Gasoline Engine Co., Ltd. 25% 2. Tax Preference In 2018, the Company has been identified as High-tech Enterprises, therefore, it enjoys 15-percent preferential rate for corporate income tax; the Company’s controlling subsidiary—Changchai Wanzhou Diesel Engine Co., Ltd., the controlling subsidiary company, shall pay the corporate income tax at tax rate 15% from 1 January 2011 to 31 December 2020 in accordance with the Notice of the Ministry of Finance, the General Administration of Customs of PRC and the National Administration of Taxation about the Preferential Tax Policies for the Western Development. VII. Notes to Major Items in the Consolidated Financial Statements of the Company 1. Monetary Capital Unit: RMB Item Ending balance Beginning balance Cash on hand 441,363.70 466,356.31 Bank deposits 684,620,907.41 324,781,747.27 Other monetary capital 115,897,765.58 105,057,264.13 Total 800,960,036.69 430,305,367.71 At the period-end, the restricted monetary capital of the Company was RMB113,880,397.10, of which, RMB111,740,012.93 was the cash deposit for bank acceptance bills and RMB2,140,384.17 was cash deposit for L/C. 2. Notes Receivable and Accounts Receivable Item Ending balance Beginning balance Notes receivable 495,370,782.47 716,404,345.57 115 Changchai Company, Limited Annual Report 2018 Accounts receivable 378,859,159.11 392,010,953.55 Total 874,229,941.58 1,108,415,299.12 (1) Notes Receivable 1) Notes Receivable Listed by Category Unit: RMB Item Ending balance Beginning balance Bank acceptance bill 495,370,782.47 716,404,345.57 Total 495,370,782.47 716,404,345.57 2) There Was No Notes Receivable Pledged by the Company at the Period-end 3) Notes Receivable which Had Endorsed by the Company or had Discounted and had not Due on the Balance Sheet Date at the Period-end Unit: RMB Amount of recognition termination Amount of not terminated Item at the period-end recognition at the period-end Bank acceptance bill 485,209,946.33 Total 485,209,946.33 4) There Was No Notes Transferred to Accounts Receivable because Drawer of the Notes Failed to Execute the Contract or Agreement (2) Accounts Receivable 1) Accounts Receivable Classified by Category Unit: RMB Ending balance Beginning balance Carrying Bad debt Carrying Bad debt provision amount provision amount Carr Category Withd Withdra Carryin ying Prop Amou Propo Amou rawal Amou Amoun wal g value value ortio nt rtion nt propo nt t proporti n rtion on 116 Changchai Company, Limited Annual Report 2018 Accounts receivable with significant 28,20 27,31 26,48 single amount 96.85 887,4 4.19 25,729, 753,511 5,070. 4.52% 7,634. 2,933. 97.15% for which bad % 36.42 % 422.09 .42 58 16 51 debt provision separately accrued Accounts receivable withdrawal of 591,4 213,5 377,9 604,2 212,95 94.87 36.10 95.6 391,257 bad debt 89,45 17,72 71,72 09,51 2,068.3 35.24% % % 5% ,442.13 provision by 0.66 7.97 2.69 0.47 4 credit risks characteristics Accounts receivable with insignificant 3,815, 3,815, single amount 100.0 974,9 0.16 974,98 100.00 656.9 0.61% 656.9 for which bad 0% 86.14 % 6.14 % 5 5 debt provision separately accrued 623,5 244,6 378,8 631,6 239,65 100.0 39.24 100. 392,010 Total 10,17 51,01 59,15 67,43 6,476.5 37.94% 0% % 00% ,953.55 8.19 9.08 9.11 0.12 7 Accounts receivable with significant single amount for which bad debt provision separately accrued at the period-end: √ Applicable □ Not applicable Unit: RMB Ending balance Accounts receivable Withdrawal (classified by units) Accounts receivable Bad debt provision Withdrawal reason proportion Customer 1 1,902,326.58 1,902,326.58 100.00% Difficult to recover Customer 2 1,161,700.00 580,850.00 50.00% Expected to difficultly recover Customer 3 6,215,662.64 6,215,662.64 100.00% Difficult to recover Customer 4 2,484,497.34 2,177,910.92 87.66% Expected to difficultly recover Customer 5 3,279,100.00 3,279,100.00 100.00% Expected to difficultly recover Customer 6 2,068,377.01 2,068,377.01 100.00% Expected to difficultly recover Customer 7 5,359,381.00 5,359,381.00 100.00% Difficult to recover 117 Changchai Company, Limited Annual Report 2018 Customer 8 2,584,805.83 2,584,805.83 100.00% Difficult to recover Customer 9 1,679,109.54 1,679,109.54 100.00% Difficult to recover Customer 10 1,470,110.64 1,470,110.64 100.00% Expected to difficultly recover Total 28,205,070.58 27,317,634.16 -- -- In the groups, accounts receivable adopted aging analysis methods to accrue bad debt provision: √ Applicable □ Not applicable Unit: RMB Ending balance Aging Accounts receivable Bad debt provision Withdrawal proportion Sub-item within 1 year Subtotal of within 1 year 363,307,344.78 7,266,147.87 2.00% 1 to 2 years 18,019,515.24 900,975.76 5.00% 2 to 3 years 4,691,418.52 703,712.78 15.00% 3 to 4 years 929,020.59 278,706.18 30.00% 4 to 5 years 434,915.38 260,949.23 60.00% Over 5 years 204,107,236.15 204,107,236.15 100.00% Total 591,489,450.66 213,517,727.97 Notes of the basis of recognizing the group: Among these groups, accounts receivable adopting balance percentage method to withdraw bad debt provision: □ Applicable √ Not applicable Among these groups, accounts receivable adopting other methods to withdraw bad debt provision: □ Applicable √ Not applicable 2) Bad Debt Provision Withdrawn, Reversed or Recovered in the Reporting Period The withdrawal amount of the bad debt provision during the Reporting Period was of RMB6,540,830.48; the amount of the reversed or collected part during the Reporting Period was of RMB1,546,287.97. 3) There Were No Particulars of the Actual Verification of Accounts Receivable during the Reporting Period 4) Top 5 of the Ending Balance of the Accounts Receivable Collected according to the Arrears Party At the period-end, the total top 5 of the ending balance of the accounts receivable collected according to the arrears party was RMB206,150,555.84 accounting for 33.06% of the total ending balance of accounts receivable. And the ending balance of bad debt provision withdrawn was RMB4,123,011.12. 118 Changchai Company, Limited Annual Report 2018 3. Prepayments (1) List by Aging Analysis Unit: RMB Ending balance Beginning balance Aging Amount Proportion Amount Proportion Within 1 year 9,535,876.40 84.01% 16,300,217.23 91.67% 1 to 2 years 437,529.70 3.85% 110,270.90 0.62% 2 to 3 years 57,536.24 0.51% 384,622.72 2.16% Over 3 years 1,321,354.76 11.63% 985,896.92 5.55% Total 11,352,297.10 -- 17,781,007.77 -- (2) Top 5 of the Ending Balance of the Prepayments Collected according to the Prepayment Target At the period-end, the total top 5 of the ending balance of the prepayments collected according to the prepayment target was RMB6,371,752.62 accounting for 56.13% of the total ending balance of prepayments. 4. Other Receivables (1) Other Receivables Classified by Category Unit: RMB Ending balance Beginning balance Carrying Bad debt Carrying Bad debt amount provision amount provision Carryi Category Withd Withdra Carryin ng Amou Propo Amou rawal Amo Propo Amou wal g value value nt rtion nt propo unt rtion nt proporti rtion on Other receivables with significant 2,853, 2,853, 2,85 single amount 100.0 2,853, 100.00 188.0 6.76% 188.0 3,18 7.45% for which bad 0% 188.02 % 2 2 8.02 debt provision separately accrued Other 37,22 27,97 9,244, 33,3 27,572 88.13 75.16 87.08 5,794,9 receivables 2,241. 7,657. 584.4 67,4 ,489.7 82.63% % % % 71.22 withdrawn bad 84 42 2 60.9 6 119 Changchai Company, Limited Annual Report 2018 debt provision 8 according to credit risks characteristics Other receivables with insignificant 2,158, 2,158, 2,09 single amount 100.0 2,099, 100.00 775.1 5.11% 775.1 9,38 5.47% for which bad 0% 382.02 % 4 4 2.02 debt provision separately accrued 38,3 42,23 32,98 9,244, 32,525 100.0 78.11 20,0 100.0 5,794,9 Total 4,205. 9,620. 584.4 ,059.8 84.88% 0% % 31.0 0% 71.22 00 58 2 0 2 Other receivables with significant single amount for which bad debt provision separately accrued at the period-end √ Applicable □ Not applicable Unit: RMB Ending balance Other receivables (by unit) Other Bad debt Withdrawal Withdrawa receivables provision proportion l reason Changchai Group Import & Export Difficult to 2,853,188.02 2,853,188.02 100.00% Company recover Total 2,853,188.02 2,853,188.02 -- -- Among these groups, other receivables adopting aging analysis method to withdraw bad debt provision: √ Applicable □ Not applicable Unit: RMB Ending balance Aging Other receivables Bad debt provision Withdrawal proportion Subentry within 1 year Subtotal of within 1 year 7,235,781.27 144,715.62 2% 1 to 2 years 1,914,609.00 95,730.46 5% 2 to 3 years 284,706.89 42,706.03 15% 3 to 4 years 96,930.77 29,079.23 30% 4 to 5 years 61,969.57 37,181.74 60% Over 5 years 27,628,244.34 27,628,244.34 100% 120 Changchai Company, Limited Annual Report 2018 Total 37,222,241.84 27,977,657.42 Notes: Among these groups, other receivables adopting balance percentage method to withdraw bad debt provision: □ Applicable √ Not applicable Among these groups, other receivables adopting other methods to withdraw bad debt provision: □ Applicable √ Not applicable (2) Bad Debt Provision Withdrawn, Reversed or Recovered in the Reporting Period The withdrawal amount of the bad debt provision during the Reporting Period was of RMB466,360.42; the amount of the reversed or collected part during the Reporting Period was of RMB1,799.64. (3) There Were No Particulars of the Actual Verification of Other Receivables during the Reporting Period (4) Other Receivables Classified by Account Nature Unit: RMB Nature Ending carrying amount Beginning carrying amount Margin &cash pledge 4,200.00 4,200.00 Intercourse funds 25,451,250.34 21,072,102.14 Petty cash and borrowings by 1,232,153.09 1,854,174.11 employees Other 15,546,601.57 15,389,554.77 Total 42,234,205.00 38,320,031.02 (5) Top 5 of the Ending Balance of the Other Receivables Collected according to the Arrears Party Unit: RMB Proportion to Ending Ending ending balance balance of Name of the entity Nature Aging balance of other bad debt receivables% provision Changzhou Changjiang Intercourse Within 1 5,000,000.00 11.84% 100,000.00 Casting Materials Co., Ltd. funds year Changzhou Compressors Intercourse 2,940,000.00 Over 5 years 6.96% 2,940,000.00 Factory funds Changchai Group Imp. & Intercourse 2,853,188.02 Over 5 years 6.76% 2,853,188.02 Exp. Co., Ltd. funds Changzhou New District Intercourse 1,626,483.25 Over 5 years 3.85% 1,626,483.25 Accounting Centre funds 121 Changchai Company, Limited Annual Report 2018 Changzhou Group Intercourse 1,140,722.16 Over 5 years 2.70% 1,140,722.16 Settlement Centre funds Total -- 13,560,393.43 -- 32.11% 8,660,393.43 5. Inventories Whether the Company need satisfy relevant disclosure requirements governing the real estate industry No (1) Category of Inventories Unit: RMB Ending balance Beginning balance Item Carrying Falling price Carrying Carrying Falling price Carrying amount reserves value amount reserves value Raw 134,454,498. 128,608,994. 137,637,917. 131,991,142. 5,845,504.24 5,646,775.16 materials 93 69 36 20 Goods in 166,798,553. 24,187,100.5 142,611,452. 142,366,956. 18,705,451.9 123,661,504. process 34 4 80 08 2 16 Inventory 288,979,920. 16,035,855.0 272,944,065. 247,668,232. 15,020,818.9 232,647,413. goods 46 3 43 73 3 80 Revolving materials Consumptive living assets Completed but Unsettled Assets Generated from Construction Contacts Materials 13,330,233.2 12,336,933.1 17,692,442.7 17,509,331.4 processed on 993,300.18 183,111.28 9 1 1 3 commission Low priced and easily 3,632,711.20 2,180,265.53 1,452,445.67 4,212,709.15 1,775,293.26 2,437,415.89 worn articles 607,195,917. 49,242,025.5 557,953,891. 549,578,258. 41,331,450.5 508,246,807. Total 22 2 70 03 5 48 122 Changchai Company, Limited Annual Report 2018 Whether the Company need satisfy relevant disclosure requirements stated in SZSE Industrial Information Disclosure Guidance No.4---Listed Company Specialized in Seed Industry and Planting Businesses or not? No (2) Falling Price Reserves of Inventories Unit: RMB Increase Decrease Beginning Ending Item Reverse or balance Withdrawal Other Other balance write-off Raw 5,646,775.16 802,784.22 604,055.14 5,845,504.24 materials Goods in 18,705,451.92 24,187,100.54 18,705,451.92 24,187,100.54 process Inventory 15,020,818.93 15,436,905.74 14,421,869.64 16,035,855.03 goods Revolving materials Consumptive living assets Completed but Unsettled Assets Generated from Construction Contracts Materials processed on 183,111.28 810,188.90 0.00 993,300.18 commission Low priced and easily 1,775,293.26 902,415.39 497,443.12 2,180,265.53 worn articles Total 41,331,450.55 42,139,394.79 34,228,819.82 49,242,025.52 123 Changchai Company, Limited Annual Report 2018 (3) There Was No Capitalized Borrowing Expense in the Ending Balance of Inventories (4) There Was No Completed but Unsettled Assets Generated from Construction Contracts at the Period-end 6. Other Current Assets Unit: RMB Item Ending balance Beginning balance The VAT tax credits 25,962,369.29 28,078,565.33 Bank financial products 0.00 825,933.00 Prepaid expense 86,761.81 135,685.72 Securities company financial product 8,253,873.41 13,500,000.00 Other 54,604.46 0.00 Total 34,357,608.97 42,540,184.05 7. Available-for-sale Financial Assets (1) List of Available-for-sale Financial Assets Unit: RMB Ending balance Beginning balance Item Carrying Depreciatio Carrying Carrying Depreciation Carrying amount n reserves value amount reserves value Available-for-sale debt instruments: Available-for-sale 500,061,36 1,210,000. 498,851,36 794,732,63 793,522,639. 1,210,000.00 equity instruments: 9.49 00 9.49 9.04 04 Measured at 370,940,00 370,940,00 685,837,50 685,837,500. fair vale 0.00 0.00 0.00 00 Measured at 129,121,36 1,210,000. 127,911,36 108,895,13 107,685,139. 1,210,000.00 cost 9.49 00 9.49 9.04 04 500,061,36 1,210,000. 498,851,36 794,732,63 793,522,639. Total 1,210,000.00 9.49 00 9.49 9.04 04 (2) Available-for-sale Financial Assets at Fair Value at the Period-end Unit: RMB 124 Changchai Company, Limited Annual Report 2018 Available-for-sale equity Category Total instruments Cost of equity instruments /amortized cost of 59,874,500.00 59,874,500.00 debt instruments Fair value 370,940,000.00 370,940,000.00 Accumulated changes in fair value recorded 264,405,675.00 264,405,675.00 into other comprehensive income Amount withdrawn impairment (3) Available-for-sale Financial Assets Measured by Cost at the Period-end Unit: RMB Carrying amount Depreciation reserves Shareh olding Cash proport bonus Perio Perio ion of the Investee d-beg Incre Decr Period- d-beg Increas Decre Period- among Reporti innin ase ease end innin e ase end the ng g g investe Period es Jiangsu Liance 7,200 Electromechanic 7,200,0 ,000. 3.02% al Technology 00.00 00 Co., LTD. Changzhou Synergetic 100,0 100,00 Innovation 00,00 0,000.0 70.92% Private Equity 0.00 0 Fund (Limited Partnership) Kailong High 20,00 20,001, Technology Co., 1,268 1.20% 268.00 Ltd. .00 Guizhou Warmen 200,1 200,10 920.00 Pharmaceutical 04.80 4.80 Co, Ltd. Guizhou Anda Energy 195,2 195,29 3,000.0 Technology Co., 97.49 7.49 0 Ltd. 125 Changchai Company, Limited Annual Report 2018 FUNIK 63,0 Ultrahard 63,09 96.0 Material Co., 6.08 8 Ltd Epitop 26,6 26,64 Optoelectronic 40.6 0.67 Co., LTD 7 HENAN 160,7 160,74 6,000.0 LANTIAN 44.76 4.76 0 GAS,. LTD. Hebei Songhe Recycling 104,6 104,69 Resources Co., 99.44 9.44 Ltd. Hunan Litian High-tech 49,25 49,255. Materials Co., 5.00 00 Ltd. 1,210 1,210, 1,210,0 1,210,0 Other ,000. 000.0 00.00 00.00 00 0 108,8 20,31 89,7 129,12 1,210, 1,210,0 9,920.0 Total 95,13 5,967 36.7 1,369.4 000.0 -- 00.00 0 9.04 .20 5 9 0 Note: Other respectively refers to as follows: RMB0.51 million for Chengdu Changwan Diesel Machine Distribution Co.,Ltd., RMB0.29 million for Chongqing Wanzhou Changwan Diesel Engine Fittings Co., Ltd., RMB20,000 for Changzhou Economic and Technological Development Company, RMB0.1 million for Changzhou Tractor Company, RMB0.2 million for Changzhou Economic Commission Industrial Fund Rotating Savings and Credit Associations, RMB90,000 for Beijing Engineering Machinery Agricultural Machinery Company. The above-mentioned investments are difficult to recover, thus the depreciation reserves are withdrawn in full. (4) Changes in Depreciation of Available-for-sale Financial Assets during the Reporting Period Unit: RMB Available-for-sale Available-for-sale Category Total equity instruments debt instruments Beginning balance withdrawn impairment 1,210,000.00 1,210,000.00 Withdrawal in the Reporting Period Of which: transferred from other comprehensive income 126 Changchai Company, Limited Annual Report 2018 Decrease in the Reporting Period Of which: transferred back due to rally of fair value after the Reporting Period Ending balance withdrawn impairment 1,210,000.00 1,210,000.00 8. Long-term Equity Investments Unit: RMB Increase/decrease Gains Adjust and Cash ment Withd Ending Beg losses bonus of rawal Endi balance inni Additi Reduc recogn Chang or Investee other of ng of ng onal ed ized es of profits s compr deprec Other balan depreci bala invest invest under other annou ehensi iation ce ation nce ment ment the equity nced ve reserv reserves equity to incom es metho issue e d I. Joint ventures II. Associated enterprises Beijing Tsinghua Industria l 44,1 44,18 44,182. Investme 82.5 2.50 50 0 nt Manage ment Co., Ltd. 44,1 44,18 44,182. Subtotal 82.5 2.50 50 0 44,1 44,18 44,182. Total 82.5 2.50 50 0 127 Changchai Company, Limited Annual Report 2018 9. Investment Property (1) Investment Property Adopting the Cost Measurement Mode √ Applicable □ Not applicable Unit: RMB Houses and Construction in Item Land use right Total buildings progress I. Original carrying value 1. Beginning balance 87,632,571.14 87,632,571.14 2. Increased amount of the period (1) Outsourcing (2) Transfer from inventories\fixed assets\construction in progress (3) Enterprise combination increase 3. Decreased amount of the period (1) Disposal (2) Other transfer 4. Ending balance 87,632,571.14 87,632,571.14 II. Accumulative depreciation and accumulative amortization 1. Beginning balance 30,351,541.11 30,351,541.11 2. Increased amount 2,208,340.80 2,208,340.80 of the period (1) Withdrawal or 2,208,340.80 2,208,340.80 amortization 3. Decreased amount of the period (1) Disposal (2) Other transfer 4. Ending balance 32,559,881.91 32,559,881.91 128 Changchai Company, Limited Annual Report 2018 III. Depreciation reserves 1. Beginning balance 2. Increased amount of the period (1) Withdrawal 3. Decreased amount of the period (1) Disposal (2) Other transfer 4. Ending balance IV. Carrying value 1. Ending carrying 55,072,689.23 55,072,689.23 value 2. Beginning 57,281,030.03 55,072,689.23 carrying value 10. Fixed Assets Unit: RMB Item Ending balance Beginning balance Fixed assets 511,250,371.37 560,049,970.50 Total 511,250,371.37 560,049,970.50 (1) List of Fixed Assets Unit: RMB Houses and Machinery Transportation Other Item Total buildings equipment equipment equipment I. Original carrying value 1. Beginning 1,423,630,068.8 445,235,823.37 910,680,568.87 23,363,510.00 44,350,166.61 balance 5 2. Increased amount of the 1,840,550.18 31,574,161.21 1,081,805.53 2,940,725.89 37,437,242.81 period 129 Changchai Company, Limited Annual Report 2018 (1) 807,517.05 1,478,874.00 46,410.26 680,597.77 3,013,399.08 Purchase (2) Transfer from 1,033,033.13 30,095,287.21 1,035,395.27 2,260,128.12 34,423,843.73 construction in progress (3) Enterprise combination increase 3. Decreased amount of the 6,143,815.14 6,361,487.00 2,868,503.04 15,373,805.18 period (1) Disposal or 6,143,815.14 6,361,487.00 2,868,503.04 15,373,805.18 Scrap 4. Ending 1,445,693,506.4 447,076,373.55 936,110,914.94 18,083,828.53 44,422,389.46 balance 8 II. Accumulative depreciation 1. Beginning 249,203,618.96 561,623,572.09 17,903,567.46 33,355,224.84 862,085,983.35 balance 2. Increased amount of the 16,575,213.22 62,874,579.95 1,657,207.90 3,491,318.83 84,598,319.90 period (1) 16,575,213.22 62,874,579.95 1,657,207.90 3,491,318.83 84,598,319.90 Withdrawal 3. Decreased amount of the 4,875,587.40 6,219,137.33 2,640,558.41 13,735,283.14 period (1) Disposal or 4,875,587.40 6,219,137.33 2,640,558.41 13,735,283.14 Scrap 4. Ending 265,778,832.18 619,622,564.64 13,341,638.03 34,205,985.26 932,949,020.11 balance III. Depreciation reserves 1. Beginning 1,494,115.00 1,494,115.00 130 Changchai Company, Limited Annual Report 2018 balance 2. Increased amount of the period (1) Withdrawal 3. Decreased amount of the period (1) Disposal or Scrap 4. Ending 1,494,115.00 1,494,115.00 balance IV. Carrying value 1. Ending 181,297,541.37 314,994,235.30 4,742,190.50 10,216,404.20 511,250,371.37 carrying value 2. Beginning 196,032,204.41 347,562,881.78 5,459,942.54 10,994,941.77 560,049,970.50 carrying value The depreciation in the Reporting Period was RMB84,598,319.90. the original value of the fixed assets transferred from construction in progress in the Reporting Period was RMB 34,423,843.73. 11. Construction in Progress Unit: RMB Item Ending balance Beginning balance Construction in progress 89,090,384.71 94,581,989.06 Total 89,090,384.71 94,581,989.06 (1) List of Construction in Progress Unit: RMB Ending balance Beginning balance Item Carrying Depreciation Carrying Carrying Depreciation Carrying amount reserves value amount reserves value Trial production 14,349,461. 14,349,46 14,349,461 14,349,4 80 1.80 .80 61.80 workshop project 131 Changchai Company, Limited Annual Report 2018 technology center Casting renovation 396,000.0 396,000. 396,000.00 396,000.00 project 0 00 Expansion capacity of 11,371,098. 11,371,09 11,217,706 11,217,7 multi-cylinder (The 2nd 24 8.24 .49 06.49 Period) Diesel Engine Cylinder 19,061,813. 19,061,81 20,125,955 20,125,9 Body Flexible 95 3.95 .51 55.51 Manufacturing Line 1,321,959.4 1,321,959 1,218,587. 1,218,58 35KV Substation 1 .41 83 7.83 Equipment to be 42,590,051. 42,590,05 47,274,277 47,274,2 installed and payment 31 1.31 .43 77.43 for projects 89,090,384. 89,090,38 94,581,989 94,581,9 Total 71 4.71 .06 89.06 (2) Changes in Significant Construction in Progress during the Reporting Period Unit: RMB Propo Of rtion which Capit of Accu : alizati accu mulat amou on mulat ed nt of rate Begi Incr Trans Other Endin ed amou capita of Capit Bu nnin ease ferred decre Job g invest nt of lized intere al Item dge g d in ased sched balan ment intere intere sts for resou t bala amo fixed amou ule ce in st sts for the rces nce unt assets nt constr capita the Repor uctio lizati Repor ting ns to on ting Perio budge Perio d t d Trial 14,3 2,2 14,34 Unco production 49,4 62.67 89. 9,461 mplet Other 61.8 % workshop 63 .80 ed 0 project 132 Changchai Company, Limited Annual Report 2018 technolog y center Expansion 11,2 capacity of 7,0 172, 11,37 Unco 17,7 18,69 91.94 multi-cyli 19. 084. 1,098 mplet Other 06.4 3.16 % 00 91 .24 ed nder (The 9 2nd Period) Diesel Engine 20,1 Cylinder 11, 1,16 2,231 19,06 Unco 25,9 35.24 Body 604 7,19 ,338. 1,813 mplet Other 55.5 % Flexible .00 7.29 85 .95 ed 1 Manufactu ring Line 1,21 103, 1,321 Unco 35KV 8,58 371. ,959. mplet Other Substation 7.83 58 41 ed 46,9 20, 1,44 2,250 46,10 11,7 Total 912 2,65 ,032. 4,333 -- 11.6 .63 3.78 01 .40 3 12. Intangible Assets (1) List of Intangible Assets Unit: RMB Item Land use right Software Patent Total I. Original carrying value 1. Beginning balance 144,770,507.85 10,972,366.81 5,488,000.00 161,230,874.66 2. Increased amount of the 545,213.13 545,213.13 period (1) Purchase 545,213.13 545,213.13 (2) Internal R&D (3) Business combination increase 3. Decreased amount of the period 133 Changchai Company, Limited Annual Report 2018 (1) Disposal 4. Ending balance 144,770,507.85 11,517,579.94 5,488,000.00 161,776,087.79 II. Accumulated amortization 1. Beginning balance 45,156,044.23 7,821,750.27 457,333.30 53,435,127.80 2. Increased amount of the 2,971,978.28 1,727,302.37 548,799.96 5,248,080.61 period (1) Withdrawal 2,971,978.28 1,727,302.37 548,799.96 5,248,080.61 3. Decreased amount of the period (1) Disposal 4. Ending balance 48,128,022.51 9,549,052.64 1,006,133.26 58,683,208.41 III. Depreciation reserves 1. Beginning balance 2. Increased amount of the period (1) Withdrawal 3. Decreased amount of the period (1) Disposal 4. Ending balance IV. Carrying value 1. Ending carrying value 96,642,485.34 1,968,527.30 4,481,866.74 103,092,879.38 2. Beginning carrying value 99,614,463.62 3,150,616.54 5,030,666.70 107,795,746.86 13. Deferred Income Tax Assets/Deferred Income Tax Liabilities (1) Deferred Income Tax Assets that Had not Been Set-off Unit: RMB Ending balance Beginning balance Deductible Deferred Deductible Deferred Item temporary income tax temporary income tax difference assets difference assets Provision for impairment of assets 6,401,000.68 979,822.71 6,519,959.41 1,006,953.81 Total 6,401,000.68 979,822.71 6,519,959.41 1,006,953.81 134 Changchai Company, Limited Annual Report 2018 (2) Deferred Income Tax Liabilities Had Not Been Off-set Unit: RMB Ending balance Beginning balance Deductible Deductible Deferred Item Deferred income temporary temporary income tax tax liabilities difference difference liabilities Assets evaluation appreciation for business combination not under 5,247,821.44 1,311,955.36 6,061,317.56 1,515,329.39 the same control Changes in fair value of 311,065,500.00 46,659,825.00 605,963,000.00 90,894,450.00 available-for-sale financial assets Total 316,313,321.44 47,971,780.36 612,024,317.56 92,409,779.39 (3) List of Unrecognized Deferred Income Tax Assets Unit: RMB Item Ending balance Beginning balance Bad debt provision 271,239,638.98 265,661,576.96 Inventory falling price reserves 49,242,025.52 41,331,450.55 Total 320,481,664.50 306,993,027.51 14. Other Non-current Assets Unit: RMB Ending Beginning Item Ending balance depreciation Beginning balance depreciation reserve reserve Entrusted loans 4,000,000.00 4,000,000.00 14,000,000.00 14,000,000.00 Total 4,000,000.00 4,000,000.00 14,000,000.00 14,000,000.00 15. Short-term Borrowings (1) Category of Short-term Borrowings Unit: RMB Item Ending balance Beginning balance Mortgage loans 7,000,000.00 14,900,000.00 Guaranteed loans 10,000,000.00 10,000,000.00 Credit loans 10,000,000.00 135 Changchai Company, Limited Annual Report 2018 Total 27,000,000.00 24,900,000.00 16. Notes Payable and Accounts Payable Unit: RMB Item Ending balance Beginning balance Notes payable 438,375,400.00 347,070,500.00 Accounts payable 591,754,875.77 616,228,500.18 Total 1,030,130,275.77 963,299,000.18 (1) List of Notes Payable Unit: RMB Category Ending balance Beginning balance Bank acceptance bill 438,375,400.00 347,070,500.00 Total 438,375,400.00 347,070,500.00 There was no overdue notes payable at the period-end. (2) List of Accounts Payable Unit: RMB Item Ending balance Beginning balance Loans 591,754,875.77 616,228,500.18 Total 591,754,875.77 616,228,500.18 (3) There Were No Significant Accounts Payable Aging over One Year 17. Advances from Customers (1) List of Advances from Customers Unit: RMB Item Ending balance Beginning balance Loans 34,500,232.97 40,153,984.91 Total 34,500,232.97 40,153,984.91 136 Changchai Company, Limited Annual Report 2018 (2) There Were No Significant Advances from Customers Aging over One Year 18. Payroll Payable (1) List of Payroll Payable Unit: RMB Item Beginning balance Increase Decrease Ending balance I. Short-term salary 51,247,112.66 280,901,398.81 281,647,918.48 50,500,592.99 II.Post-employment benefit-defined contribution 40,098,239.15 40,098,239.15 plans III. Termination benefits IV. Current portion of other welfares Total 51,247,112.66 320,999,637.96 321,746,157.63 50,500,592.99 (2) List of Short-term Salary Unit: RMB Item Beginning balance Increase Decrease Ending balance 1. Salary, bonus, allowance, 42,781,111.59 232,330,506.45 233,171,760.21 41,939,857.83 subsidy 2.Employee welfare 177,592.74 4,437,251.44 4,525,251.44 89,592.74 3. Social insurance 19,902,879.86 19,902,879.86 Of which: Medical insurance 16,483,144.57 16,483,144.57 premiums Work-related injury insurance 1,810,165.12 1,810,165.12 Maternity insurance 1,609,570.17 1,609,570.17 4. Housing fund 19,768,075.80 19,768,075.80 5. Labor union budget and 8,288,408.33 4,462,685.26 4,279,951.17 8,471,142.42 employee education budget 6. Short-term absence with salary 7 Short-term profit sharing scheme Total 51,247,112.66 280,901,398.81 281,647,918.48 50,500,592.99 137 Changchai Company, Limited Annual Report 2018 (3) List of Defined Contribution Plans Unit: RMB Item Beginning balance Increase Decrease Ending balance 1. Basic pension benefits 39,068,369.04 39,068,369.04 2. Unemployment insurance 1,029,870.11 1,029,870.11 3. Annuity Total 40,098,239.15 40,098,239.15 19. Taxes Payable Unit: RMB Item Ending balance Beginning balance VAT 876,055.81 257,634.15 Corporate income tax 3,665,483.92 1,220,803.03 Personal income tax 140,662.05 397,114.88 Urban maintenance and 993,210.56 850,853.05 construction tax Property tax 94,256.40 173,200.76 Land use tax 100,135.19 21,000.00 Stamp duty 4,594.61 7,508.61 Education Surcharge 116,355.46 14,671.54 Comprehensive fees 1,075,134.76 1,075,134.76 Environmental protection tax 197.13 Total 7,066,085.89 4,017,920.78 20. Other Payables Unit: RMB Item Ending balance Beginning balance Dividends payable 3,891,433.83 3,891,433.83 Other payables 195,520,817.07 192,094,243.08 Total 199,412,250.90 195,985,676.91 (1) Dividends Payable Unit: RMB Item Ending balance Beginning balance 138 Changchai Company, Limited Annual Report 2018 Ordinary share dividends 3,243,179.97 3,243,179.97 Dividends for non-controlling shareholders 648,253.86 648,253.86 Total 3,891,433.83 3,891,433.83 The reason for non-payment for over one year: not gotten by shareholders yet. (2) Other Payables 1) Other Payables Listed by Nature of Account Unit: RMB Item Ending balance Beginning balance Margin & cash pledged 3,369,213.08 3,266,453.59 Intercourse funds among units 10,977,924.77 10,838,311.11 Intercourse funds among individuals 375,201.04 457,465.63 Sales discount and three guarantees 144,278,468.99 142,449,844.40 Other 36,520,009.19 35,082,168.35 Total 195,520,817.07 192,094,243.08 2) Significant Other Payables Aging over One Year The significant other payables aging over one year at the period-end mainly referred to the unsettled temporary credits and charges owned. 21. Current Portion of Non-current Liabilities Unit: RMB Item Ending balance Beginning balance Current portion of long-term 18,500,000.00 borrowings Total 18,500,000.00 The current portion of long-term borrowings was RMB18,500,000.00 which was the borrowing for technical transformation project of the Company as the parent provided by China Merchants Bank Changzhou Branch with the term from 20 September 2017 to 19 September 2019 and the interest rate of 4.75%. 22. Other Current Liabilities Unit: RMB Item Ending balance Beginning balance 139 Changchai Company, Limited Annual Report 2018 Sewage charge 54,000.00 Electric charge 2,082,985.18 1,974,937.59 Total 2,082,985.18 2,028,937.59 23. Long-term Borrowings Unit: RMB Item Ending balance Beginning balance Mortgage borrowings 2,000,000.00 2,000,000.00 Loan on credit 19,500,000.00 Total 2,000,000.00 21,500,000.00 The mortgage loan at the period-end was RMB2,000,000.00, which was the loan by the subsidiary-Changchai Wanzhou from Gaosuntang Branch of Chongqing Three Gorges Bank with the duration from 14 December 2017 to 6 November 2020 and the interest rate of 6.15%. 24. Deferred Income Unit: RMB Reason for Item Beginning balance Increase Decrease Ending balance formation Government Government 60,992,858.46 — 1,064,373.62 59,928,484.84 subsidies appropriation Total 60,992,858.46 — 1,064,373.62 59,928,484.84 -- Item involving government subsidies: Unit: RMB Amount recorded Amount into recorded Amount Related Amount Beginni non-oper into other offset cost to of Other Ending Item ng ating income in in the assets/r newly changes balance balance income in the Reporting elated subsidy the Reporting Period income Reporting Period Period Electric Related control of 1,045,20 646,800. 398,400.00 to ass 0.00 00 diesel ets engine 140 Changchai Company, Limited Annual Report 2018 research and developmen t and industrializa tion allocations National major Related 28,770,0 28,770,0 project to 00.00 00.00 assets special allocations Remove Related 21,177,6 20,511,6 compensatio 665,973.62 to 58.46 84.84 assets n Research and developmen t and industrializa tion allocations Related of national 10,000,0 10,000,0 to III/IV 00.00 00.00 assets standard high-powere d efficient diesel engine for agricultural use 25. Share Capital Unit: RMB 141 Changchai Company, Limited Annual Report 2018 Increase/decrease (+/-) Beginning Ending New shares Bonus Bonus issue balance Other Subtotal balance issued shares from profit The sum of 561,374,32 561,374,326.00 shares 6.00 26. Capital Reserves Unit: RMB Item Beginning balance Increase Decrease Ending balance Capital premium (premium on stock) 143,990,690.24 143,990,690.24 Other capital reserves 20,337,975.19 20,337,975.19 Total 164,328,665.43 164,328,665.43 27. Other Comprehensive Income Unit: RMB Reporting Period Less: recorded in other Attribut comprehen Income able to Attribut sive Endin before Less: owners able to Beginnin income in g Item taxation Income of the non-con g balance prior balanc in the tax Compan trolling period and e Current expense y as the interests transferred Period parent after tax in profit or after tax loss in the Current Period I. Other comprehensive income that will not be reclassified to profit or loss Of which: Changes caused by re-measurements on defined benefit pension schemes Share of other comprehensive income of investees that will not be reclassified to profit or loss under equity method 142 Changchai Company, Limited Annual Report 2018 II. Other comprehensive -167,89 -250,66 264,40 515,068,5 107,950,0 -25,184, income that may subsequently 7,500.0 2,875.0 5,675. 50.00 00.00 625.00 be reclassified to profit or loss 0 0 00 Of which: Share of other comprehensive income of investees that will be reclassified to profit or loss under equity method Gain/Loss on changes in fair -167,89 -250,66 264,40 515,068,5 107,950,0 -25,184, value of available-for-sale 7,500.0 2,875.0 5,675. 50.00 00.00 625.00 financial assets 0 0 00 Gain/Loss arising from reclassification of held-to-maturity investments to available-for-sale financial assets Effective gain/loss on cash flow hedges Differences arising from translation of foreign currency-denominated financial statements -167,89 -250,66 264,40 Total of other comprehensive 515,068,5 107,950,0 -25,184, 7,500.0 2,875.0 5,675. income 50.00 00.00 625.00 0 0 00 28. Specific Reserve Unit: RMB Item Beginning balance Increase Decrease Ending balance Safety production cost 13,289,059.21 4,135,805.99 2,241,906.37 15,182,958.83 Total 13,289,059.21 4,135,805.99 2,241,906.37 15,182,958.83 29. Surplus Reserves Unit: RMB Item Beginning balance Increase Decrease Ending balance Statutory surplus reserves 300,548,352.26 6,427,839.99 306,976,192.25 Discretional surplus reserves 13,156,857.90 13,156,857.90 Total 313,705,210.16 6,427,839.99 320,133,050.15 143 Changchai Company, Limited Annual Report 2018 30. Retained Earnings Unit: RMB Item Reporting Period Same period of last year Beginning balance of retained earnings 679,131,047.06 651,365,935.39 before adjustments Total retained earnings at the beginning of the adjustment period (“+” means up, “-“ means down) Beginning balance of retained earnings after 679,131,047.06 651,365,935.39 adjustments Add: Net profit attributable to owners of the 62,021,374.04 46,431,302.73 Company as the parent Less: withdrawal of statutory surplus reserves 6,427,839.99 1,824,961.28 Withdrawal of discretional surplus reserves Withdrawal of general reserve Dividend of ordinary shares payable 16,841,229.78 16,841,229.78 Dividend of ordinary shares transferred as share capital Ending retained earnings 717,883,351.33 679,131,047.06 31. Operating Revenue and Cost of Sales Unit: RMB Reporting Period Same Period of last year Item Operating revenue Cost of sales Operating revenue Cost of sales Main operations 2,093,039,249.58 1,782,146,126.35 2,393,799,573.65 2,053,982,326.15 Other operations 39,863,469.02 31,298,459.31 29,259,384.64 18,895,650.62 Total 2,132,902,718.60 1,813,444,585.66 2,423,058,958.29 2,072,877,976.77 32. Taxes and Surtaxes Unit: RMB Item Reporting Period Same Period of last year Urban maintenance and construction tax 1,538,140.51 2,565,415.20 Education Surcharge 1,098,335.32 1,832,439.41 Property tax 4,720,363.62 4,650,467.91 144 Changchai Company, Limited Annual Report 2018 Land use tax 3,813,015.72 3,659,038.57 Vehicle and vessel use tax 1,920.00 1,920.00 Stamp Duty 1,046,929.90 1,151,693.01 Environment tax 194,011.91 Other 120,012.70 43,324.35 Total 12,532,729.68 13,904,298.45 33. Selling Expense Unit: RMB Item Reporting Period Same Period of last year Office expenses 15,226,739.67 16,073,409.43 Employee’s remuneration 30,898,847.11 30,109,247.54 Sales promotional expense 11,065,465.84 17,037,228.20 Three guarantees 59,459,243.39 28,911,112.28 Transport charge 7,875,890.07 7,199,785.26 Other 2,470,880.79 2,966,930.66 Total 126,997,066.87 102,297,713.37 34. Administrative Expense Unit: RMB Item Reporting Period Same Period of last year Office expenses 13,620,335.64 14,110,423.74 Employee’s remuneration 63,552,532.88 56,985,514.29 Depreciation and amortization 12,141,787.46 13,290,918.09 Transport fees 2,203,781.08 2,699,980.24 Repair charge 918,265.20 1,831,393.13 Safety expenses 4,135,805.99 4,161,424.06 Other 19,455,330.71 14,755,965.56 Total 116,027,838.96 107,835,619.11 35. R&D Expense Unit: RMB Item Reporting Period Same Period of last year 145 Changchai Company, Limited Annual Report 2018 Direct input expense 44,893,971.91 51,378,796.38 Employee’s remuneration 22,101,113.31 20,303,733.38 Depreciation and amortization 2,812,179.10 2,833,926.92 Entrusted R&D charges 700,000.00 Other 1,675,576.46 2,198,839.47 Total 72,182,840.78 76,715,296.15 36. Finance Costs Unit: RMB Item Reporting Period Same Period of last year Interest expense 4,553,608.46 2,119,903.67 Less: Interest income 4,665,445.23 7,613,535.50 Net foreign exchange gains or losses -6,194,688.23 6,421,288.87 Other 5,402,762.70 -3,218,451.43 Total -903,762.30 -2,290,794.39 37. Asset Impairment Loss Unit: RMB Item Reporting Period Same Period of last year Bad debt loss 5,459,103.29 5,093,473.40 Loss on inventory valuation 42,139,394.79 35,867,310.34 Other -10,000,000.00 Total 37,598,498.08 40,960,783.74 38. Other Income Unit: RMB Resource Reporting Period Same Period of last year Government subsidies 6,291,685.65 8,456,560.85 Total 6,291,685.65 8,456,560.85 List of government subsidies recorded into other income Unit: RMB Same period Related to Item Reporting Period of last year assets/income 146 Changchai Company, Limited Annual Report 2018 Subsidy for the transformation and upgrading of 150,000.00 2,070,000.00 Related to income industrial and information sectors Trinity subsidy 2,300,000.00 1,696,000.00 Related to income Subsidy for stabilizing posts 992,136.63 1,355,883.23 Related to income Subsidy for the special rectification of coal fired 60,000.00 Related to income boilers Subsidy for participating in the international brand 300,000.00 Related to income campaign Commercial development fund 511,400.00 21,700.00 Related to income Development funds for small and medium-sized 32,000.00 Related to income enterprises Relocation compensation 665,973.62 1,780,757.62 Related to assets R & D and industrialization of off-road diesel 398,400.00 398,400.00 Related to assets engine controlled by electricity Industry-university-research cooperation subsidy 200,000.00 Related to income One Belt and One Road Project Fund 30,000.00 Related to income Other rewards and subsidies 235,775.40 110,820.00 Related to income Appropriation of other technological projects 808,000.00 631,000.00 Related to income Total 6,291,685.65 8,456,560.85 39. Investment Income Unit: RMB Item Reporting Period Same Period of last year Investment income from holding of available for sale 7,607,870.00 10,709,750.99 financial assets Investment income from disposal of available-for-sale 104,824,084.63 financial assets Investment income from disposal of financial products 838,870.20 654,862.68 of securities companies Gains or losses generated from re-measurement on stock rights at fair value held before the purchase date for the 1,751,203.43 business combination not under the same control Total 113,270,824.83 13,115,817.10 40. Asset Disposal Income Unit: RMB 147 Changchai Company, Limited Annual Report 2018 Sources Reporting Period Same period of last year Fixed asset disposal income 662,151.89 1,373,236.33 Total 662,151.89 1,373,236.33 41. Non-operating Income Unit: RMB Amount recorded in the Same Period of last Item Reporting Period current non-recurring year profit or loss Insurance indemnity 1,179,518.37 1,453,805.83 1,179,518.37 Income from penalty 112,645.60 218,421.07 112,645.60 Income generated from 502,640.00 303,456.00 502,640.00 disposal of current assets Other 144,191.79 1,007,709.34 144,191.79 Negative goodwill generated from business combination 19,924,486.12 not under the same control Total 1,938,995.76 22,907,878.36 1,938,995.76 42. Non-operating Expense Unit: RMB Amount recorded in the Reporting Same Period of Item current non-recurring Period last year profit or loss Donation 210,000.00 Loss on disposal of non-current assets 928,118.57 367,435.71 928,118.57 Of which: loss on disposal of fixed assets 928,118.57 367,435.71 928,118.57 Loss on disposal of current assets 539,665.92 7,047,215.23 539,665.92 Other 6,434.00 168,007.06 6,434.00 Total 1,474,218.49 7,792,658.00 1,474,218.49 43. Income Tax Expense (1) List of Income Tax Expense Unit: RMB Item Reporting Period Same Period of last year 148 Changchai Company, Limited Annual Report 2018 The current income tax calculated as stipulated in 13,721,905.60 2,030,954.40 the tax law and relevant regulations Deferred income tax expense -176,242.93 -349,287.14 Total 13,545,662.67 1,681,667.26 (2) Adjustment Process of Accounting Profit and Income Tax Expense Unit: RMB Item Reporting Period Profit before taxation 75,712,360.51 Current income tax expense accounted at statutory/applicable tax rate 11,356,854.08 Influence of applying different tax rates by subsidiaries 362,218.33 Influence of income tax before adjustment 247,877.80 Influence of non-taxable income -1,301,828.54 Influence of non-deductable costs, expenses and losses 4,128,125.59 Influence of deductable loss of unrecognized deferred income tax assets at 23,218.23 the beginning of the Reporting Period Influence of deductable temporary difference or deductable losses of 2,295,717.17 unrecognized deferred income tax assets in the Reporting Period Tax preference generated from eligible expense -3,566,519.99 Income tax expense 13,545,662.67 44. Cash Flow Statement (1) Cash Generated from Other Operating Activities Unit: RMB Item Reporting Period Same Period of last year Subsidy and appropriation 5,227,312.03 8,003,187.23 Other intercourses in cash 2,429,574.19 5,034,680.92 Interest income 4,665,445.23 7,665,735.50 Total 12,322,331.45 20,703,603.65 (2) Cash Used in Other Operating Activities Unit: RMB Item Reporting Period Same Period of last year Selling expense paid in cash 70,472,280.14 42,623,103.17 149 Changchai Company, Limited Annual Report 2018 Administrative expense paid in cash 44,119,952.70 42,894,223.56 Handling charge 517,221.04 797,242.10 Other 1,494,483.87 1,786,264.01 Total 116,603,937.75 88,100,832.84 45. Supplemental Information for Cash Flow Statement (1) Supplemental Information for Cash Flow Statement Unit: RMB Same period of last Supplemental information Reporting Period year 1. Reconciliation of net profit to net cash flows -- -- generated from operating activities Net profit 62,166,697.84 47,137,232.47 Add: Provision for impairment of assets 37,598,498.08 40,960,783.74 Depreciation of fixed assets, of oil-gas assets, of 86,806,660.70 90,190,434.30 productive biological assets Amortization of intangible assets 5,248,080.61 6,018,505.30 Amortization of long-term deferred expenses Losses on disposal of fixed assets, intangible assets and -662,151.89 -1,373,236.33 other long-term assets (gains by "-") Losses on the scrapping of fixed assets (gains by “-”) 928,118.57 367,435.71 Losses on the changes in fair value (gains by “-”) Financial expenses (gains by "-") 4,553,608.46 2,119,903.67 Investment losses (gains by "-") -113,270,824.83 -13,115,817.10 Decrease in deferred income tax assets (increase by "-") 27,131.10 -95,724.39 Increase in deferred income tax liabilities (decrease by -203,374.03 -253,562.75 “-”) Decrease in inventory (increase by "-") -91,846,479.01 -16,207,075.64 Decrease in accounts receivable from operating 232,739,906.78 -255,524,512.29 activities (increase by "-") Increase in payables from operating activities (decrease 63,742,812.33 15,592,612.02 by "-") Other -14,009,157.82 -37,486,258.10 Net cash flows generated from operating activities 273,819,526.89 -121,669,279.39 2. Investing and financing activities that do not -- -- 150 Changchai Company, Limited Annual Report 2018 involving cash receipts and payment: Debt transferred as capital Convertible corporate bond due within one year Fixed assets from financing lease 3. Net increase in cash and cash equivalents -- -- Closing balance of cash 687,079,639.59 325,263,654.43 Less: Opening balance of cash 325,263,654.43 583,278,129.09 Add: Closing balance of cash equivalents Less: Opening balance of cash equivalents Net increase in cash and cash equivalents 361,815,985.16 -258,014,474.66 (2) Cash and Cash Equivalents Unit: RMB Item Ending balance Beginning balance I. Cash 687,079,639.59 325,263,654.43 Including: Cash on hand 441,363.70 466,356.31 Bank deposit on demand 684,620,907.41 324,781,747.27 Other monetary capital on demand 2,017,368.48 15,550.85 Accounts deposited in the central bank available for payment Deposits in other banks Accounts of interbank II. Cash equivalents Of which: bond investment expired within three months III. Ending balance of cash and cash equivalents 687,079,639.59 325,263,654.43 Of which: cash and cash equivalents with restriction in use for the Company as the parent or subsidiaries of the Group 46. Assets with Restricted Ownership or Right to Use Unit: RMB Item Ending carrying value Reason for restriction Monetary capital 113,880,397.10 As cash deposit for bank acceptance bill and L/C Houses and buildings 9,151,848.69 Mortgaged for borrowings from banks Land use right 1,005,328.00 Mortgaged for borrowings from banks Machinery equipment 51,191,810.97 Mortgaged for borrowings from banks 151 Changchai Company, Limited Annual Report 2018 Total 175,229,384.76 -- 47. Foreign Currency Monetary Items (1) Foreign Currency Monetary Items Unit: RMB Ending foreign currency Ending balance Item Exchange rate balance converted to RMB Monetary capital -- -- Of which: USD 8,960,950.31 6.8632 61,500,794.17 HKD 254,028.39 0.8762 222,579.68 SGD 54,427.95 5.0062 272,477.20 JPY 52,511,025.00 0.061887 3,249,749.80 Accounts receivable -- -- -- Of which: USD 8,969,144.29 6.8632 61,557,031.09 Accounts payable -- -- -- Of which: USD 302.60 6.8632 2,076.80 48. Government Subsidy (1) Basic Information on Government Subsidy Unit: RMB Amount recorded in the Category Amount Listed items current profit or loss Subsidy for the transformation and upgrading 150,000.00 Other income 150,000.00 of industrial and information sectors Trinity subsidy 2,300,000.00 Other income 2,300,000.00 Subsidy for stabilizing posts 992,136.63 Other income 992,136.63 Commercial development fund 511,400.00 Other income 511,400.00 Relocation compensation 665,973.62 Other income 665,973.62 R & D and industrialization of off-road diesel 398,400.00 Other income 398,400.00 engine controlled by electricity Industry-university-research cooperation 200,000.00 Other income 200,000.00 subsidy One Belt and One Road Project Fund 30,000.00 Other income 30,000.00 Other rewards and subsidies 235,775.40 Other income 235,775.40 152 Changchai Company, Limited Annual Report 2018 Appropriation of other technological projects 808,000.00 Other income 808,000.00 Appropriation for R & D and industrialization Deferred of off-road diesel engine controlled by 646,800.00 income electricity Deferred National major special appropriation 28,770,000.00 income Deferred Relocation compensation 20,511,684.84 income Appropriation or research and development and industrialization allocations of national Deferred 10,000,000.00 III/IV standard high-powered efficient diesel income engine for agricultural use (2) Return of Government Subsidy □ Applicable √ Not applicable VIII. Equity in Other Entities 1. Equity in Subsidiary (1) Subsidiaries Main operating Registration Nature of Holding percentage (%) Way of Name place place business Directly Indirectly gaining Changchai Wanzhou Chongqing Chongqing Industry 60.00% Set-up Diesel Engine Co., Ltd. Changzhou Changchai Changzhou Changzhou Benniu Diesel Engine Industry 99.00% 1.00% Set-up City City Fittings Co., Ltd. Changzhou Housheng Changzhou Changzhou Service 100.00% Set-up Investment Co., Ltd. City City Changzhou Changchai Changzhou Changzhou Housheng Agricultural Industry 70.00% 25.00% Set-up City City Equipment Co., Ltd. Combinat Changzhou Fuji ion not Changzhou Changzhou Changchai Robin Gasoline Industry 100.00% under the City City Engine Co., Ltd. same control 153 Changchai Company, Limited Annual Report 2018 (2) Significant Non-wholly-owned Subsidiary Unit: RMB Declaring Shareholding The profit or loss Balance of dividends proportion of attributable to the non-controlling Name distributed to non-controlling non-controlling interests at the non-controlling interests interests period-end interests Changchai Wanzhou Diesel 40.00% 447,173.52 19,549,806.55 Engine Co., Ltd. Changzhou Changchai Housheng 5.00% -301,849.72 68,673.56 Agricultural Equipment Co., Ltd. Holding proportion of non-controlling interests in subsidiary different from voting proportion: not applicable (3) The Main Financial Information of Significant Not Wholly-owned Subsidiary Unit: RMB Ending balance Beginning balance Curr Tota Non- Curr Non- Non-c Non- Curre ent l Curre curre Total Name ent curre Total urrent curre Total nt liabi liabi nt nt liabili asset nt assets liabili nt assets liabili litie litie assets liabili ties s assets ty assets ties s s ty Changch ai 44,9 20,7 22,7 26,69 71,64 2,000, 51,97 27,42 79,39 29,63 2,000 31,63 Wanzho 46,8 66,1 66,1 3,776 0,662. 000.0 4,844. 0,469 5,314 8,731 ,000. 8,731 u Diesel 86.2 45.9 45.9 .10 30 0 72 .36 .08 .50 00 .50 Engine 0 2 2 Co., Ltd. Changzh ou 35,7 35,0 35,0 Changch 36,40 38,59 38,94 31,53 31,53 76,3 625,6 28,5 28,5 346,5 ai 1,983. 7,424. 3,951 3,485 3,485 02.7 80.72 12.3 12.3 26.83 Houshen 51 23 .06 .51 .51 9 0 0 g Agricult 154 Changchai Company, Limited Annual Report 2018 ural Equipm ent Co., Ltd. Unit: RMB Reporting Period Same period of last year Cash Cash Total Total flows flows Name Operating comprehe Operating comprehe Net profit from Net profit from revenue nsive revenue nsive operating operating income income activities activities Changcha i Wanzhou 46,653,66 1,117,933 1,117,933 64,348,50 1,759,213 1,759,213 6,032,875 Diesel 0.46 .80 .80 8.86 .66 .66 .55 Engine Co., Ltd. Changzh ou Changcha i Houshen 17,505,78 -6,036,99 -6,036,99 15,715,16 -10,230,8 g 44,885.51 44,885.51 4.08 4.34 4.34 6.92 32.08 Agricultu ral Equipme nt Co., Ltd. 2. Equity in the Structured Entity Excluded in the Scope of Consolidated Financial Statements Notes to the structured entity excluded in the scope of consolidated financial statements: In 2017, the Company set up Changzhou Xietong Private Equity Fund (Limited Partnership) together with Synergetic Innovation Fund Management Co., Ltd. through joint investment. On 18 October 2018, new partners were added. In line with the revised Partnership Agreement, the general partner is Synergetic Innovation Fund Management Co., Ltd., and the limited partners are Changchai Company, Limited, Changzhou Zhongyou Petroleum Sales Co., Ltd., Changzhou Fuel Co., Ltd., Tong Yinzhu and Tong Yinxin. In accordance with the Partnership Agreement, the limited partner does not execute the partnership affairs. Thus, the Company does not control Changzhou Xietong Private Equity Fund (Limited Partnership) and did not include it into the scope of consolidated financial statements. 155 Changchai Company, Limited Annual Report 2018 IX. The Risk Related to Financial Instruments The goal of the Company’s risk management was gaining the balance between the risk and income, and reduced the negative impact to the operation performance of the Company in the lowest level and maximized the interests of shareholders and other equity investors. Base on the risk management goal, the basis strategy of the Company’s risk management was to recognized and analyze all kinds of risk that the Company faced, set up suitable risk bottom line and conduct risk management, and supervised the risks timely and reliably and control the risk within the limited scope. The main risks of the Company due to financial instruments were credit risk, liquidity risk and market risk. The management level had reviewed and approved the policies to manage the risks, which summarized as follows: (I) Credit Risk Credit risk was one party of the contract failed to fulfill the obligations and causes loss of financial assets of the other party. The credit of risk of the Company mainly was related to account receivable, in order to control the risk, the Company conduct the following methods. The Company only conducts related transaction with approved and reputable third party, in line with the policy of the Company, the Company need to conduct credit-check for the clients adopting way of credit to conduct transaction. In addition, the Company continuously monitors the balance of account receivable to ensure the Company would not face the significant bad debt risk. (II) Liquidity Risk Liquidity risk is referred to the risk of incurring capital shortage when performing settlement obligation in the way of cash payment or other financial assets. The policies of the Company are to ensure that there was sufficient cash to pay the due liabilities. The liquidity risk was centralized controlled by the financial department of the Company. The financial departments through supervising the balance of the cash and securities can be convert to cash at any time and the rolling prediction of cash flow in future 12 months to ensure the Company has sufficient cash to pay the liabilities under the case of all reasonable prediction. (III) Market Risk Market risk is refer to risk of the fair value or future cash flow of financial instrument changed due to the change of market price, including: foreign exchange rate risk, interest rate risk. 1. Interest Rate Risk Interest rate risk is refers to fluctuation risk of the fair value or future cash flow of financial instrument change due to the change of market price. 2. Foreign Exchange Risk Foreign exchange rate risk is referred to the risk incurred form the change of exchange rate. As for the Company’s export business, customers will be given a certain credit term, if the RMB appreciates against the dollar, the company's accounts receivable will incur foreign currency exchange loss. X. The Disclosure of Fair Value 1. Ending Fair Value of Assets and Liabilities at Fair Value Unit: RMB 156 Changchai Company, Limited Annual Report 2018 Ending fair value Fair value Fair value Fair value Item measurement measurement measurement items Total items at level 1 items at level 2 at level 3 I. Consistent fair value -- -- -- -- measurement (I) Financial assets at fair value through profit or loss 1. Trading financial assets (1) Debt instrument investment (2) Equity instrument investment (3) Derivative financial assets 2. Financial assets designated to be measured at fair value and the changes included into the current profit or loss (1) Debt instrument investment (2) Equity instrument investment (II) Available-for-sale 370,940,000.00 370,940,000.00 financial assets (1) Debt instrument investment (2) Equity instrument 370,940,000.00 370,940,000.00 investment (3) Other (III) Investment property 1. Land use right for lease 2. Buildings leased out 3. Land use right held and plan to be transferred once appreciating (IV) Living assets 1. Consumptive living assets 2. Productive living assets 157 Changchai Company, Limited Annual Report 2018 Total assets consistently 370,940,000.00 370,940,000.00 measured by fair value (V) Trading financial liabilities Of which: issued trading bonds Derivative financial liabilities Other (VI) Financial liabilities designated to be measured at fair value and the changes recorded into the current profit or loss Total liabilities consistently measured by fair value II. Inconsistent fair value -- -- -- -- measurement (1) Held-to-sale assets Total assets inconsistently measured by fair value Total liabilities inconsistently measured by fair value 2. Market Price Recognition Basis for Consistent and Inconsistent Fair Value Measurement Items at Level 1 The available-for-sale financial assets measured at fair value of the Company were shares with the closing price as the basis of fair value calculation at period-end. XI. Related Party and Related-party Transactions 1. Information Related to the Company as the Parent of the Company Proportion of Proportion of share held by voting rights Registration Nature of Registered the Company as owned by the Name place business capital the parent Company as the against the parent against Company the Company Changzhou Changzhou Investment and RMB1.2 billion 30.43% 30.43% 158 Changchai Company, Limited Annual Report 2018 Investment operations of Group Co., Ltd. state-owned assets, assets management (excluding financial business), investment consulting (excluding consulting on investment in securities and options), etc. Notes: information on the Company as the parent On 22 November 2018, Changzhou Government State-owned Assets Supervision and Administration Commission transferred all 170,845,236 shares of the Company (accounting for 30.43% of the total share capital of the Company) to Changzhou Investment Group Co., Ltd. for free. In accordance with Changzhou People’s Government Document (CZF [2006] No. 62), both the Company and Changzhou Investment Group Co., Ltd. are enterprises which Changzhou People’s Government authorizes Changzhou Government State-owned Assets Supervision and Administration Commission to perform duties of investors. Thus, after the sharer transfer, Changzhou Investment Group Co., Ltd. is the controlling shareholder of the Company and Changzhou Government State-owned Assets Supervision and Administration Commission is still the actual controller of the Company. The final controller of the Company is Changzhou Government State-owned Assets Supervision and Administration Commission. 2. Subsidiaries of the Company Refer to Note IX for details. 3. Information on Other Related Parties Name Relationship with the Company The director of the Company serves as the senior Synergetic Innovation Fund Management Co., Ltd. management of the company 4. Related-party Transactions There was no related-party transaction during the Reporting Period. 159 Changchai Company, Limited Annual Report 2018 XII. Commitments and Contingency 1. Significant Commitments As of 31 December 2018, there was no significant commitment for the Company to disclose. 2. Contingency (1) Significant Contingency on Balance Sheet Date Previous litigations continuing to the Reporting Period the Company involved: Name of defendant Date of Name of the litigation or Amount Remark accepted arbitration institutions involved (RMB’0,000) Shandong Hongli Group Co., 1,436.00 Under the Changzhou Intermediate Ltd. 27 June 2001 bankruptcy and People's Court liquidation Notes: About the lawsuit case of Shandong Hongli Group Co., Ltd., the accused company owed accumulatively RMB 14.36 million to the Company. The Company sued to Changzhou Intermediate People’s Court in 2001 and sued for compulsory execution in April 2002. Currently, the defendant has started the bankruptcy procedure. The aforesaid payment has arranged for the full provision for bad debts. XIII. Events after Balance Sheet Date 1. Profit Distribution Unit: RMB Profits or dividends to be distributed 14,034,358.2 Profits or dividends announced to be distributed after the approval XVI. Other Significant Events 1. Segment Information (1) If there Was no Reportable Segment, or the Total Amount of Assets and Liabilities of Each Reportable Segment Could not Be Reported, Relevant Reasons Shall Be Clearly Stated Due to the operation scope of the Company and subsidiaries were similar, the Company conduct common management, did not divide business unit, so the Company only made single branch report. 160 Changchai Company, Limited Annual Report 2018 (2) Other Notes 2. Other Significant Transactions and Events with Influence on Investors’ Decision-making As of the approval issue date of financial statements, the Company did not complete the liquidation procedures of 2018 annual enterprise income tax. XV. Notes of Main Items in the Financial Statements of the Company as the Parent 1. Notes Receivable and Accounts Receivable Item Ending balance Beginning balance Notes receivable 490,519,795.91 711,474,345.57 Accounts receivable 300,357,283.81 319,887,051.70 Total 790,877,079.72 1,031,361,397.27 (1) Notes Payable 1) Notes Receivable Listed by Category Unit: RMB Item Ending balance Beginning balance Bank acceptance bill 490,519,795.91 711,474,345.57 Total 490,519,795.91 711,474,345.57 Unit: RMB 2) There Was No Notes Receivable Pledged by the Company at the Period-end 3) Notes Receivable Endorsed by the Company or Discounted and not due on the Balance Sheet Date at the Period-end Unit: RMB Derecognized Amount at the Non-derecognized amount at the Item period-end period-end Bank acceptance bill 379,379,946.33 Total 379,379,946.33 4) There Was No Notes Transferred to Accounts Receivable because Drawer of the Notes Failed to Execute the Contract or Agreement (2) Accounts Receivable 1) Accounts Receivable Classified by Category Unit: RMB Category Ending balance Beginning balance 161 Changchai Company, Limited Annual Report 2018 Carrying Bad debt Carrying Bad debt amount provision amount provision Carryi Withd Withdra Carryin ng Amou Propo Amou rawal Amo Propo Amou wal g value value nt rtion nt propo unt rtion nt proporti rtion on Accounts receivable with significant 35,2 32,00 28,99 3,017, 30,401 single amount 90.57 74,6 4,873,6 8,110. 6.12% 0,420. 689.8 6.52% ,000.8 86.18% for which bad % 03.6 02.82 06 19 7 5 debt provision 7 separately accrued Accounts receivable 505, withdrawal of 487,5 190,2 297,3 190,12 93.15 39.02 142, 93.30 315,013 bad debt 66,50 26,91 39,59 9,532. 37.64% % % 981. % ,448.88 provision of by 7.88 3.94 3.94 72 60 credit risks characteristics: Accounts receivable with insignificant 3,815, 3,815, 974, single amount 100.0 974,98 100.00 656.9 0.73% 656.9 986. 0.18% for which bad 0% 6.14 % 5 5 14 debt provision separately accrued 541, 523,3 223,0 300,3 221,50 100.0 42.61 392, 100.0 319,887 Total 90,27 32,99 57,28 5,519. 40.91% 0% % 571. 0% ,051.70 4.89 1.08 3.81 71 41 Accounts receivable with single significant amount for which bad debt provision separately accrued at the end of the period √ Applicable □ not applicable Unit: RMB Ending balance Accounts receivable Accounts Withdrawal (by units) Bad debt provision Withdrawal reason receivable proportion Customer 1 1,902,326.58 1,902,326.58 100.00% Difficult to recover 162 Changchai Company, Limited Annual Report 2018 Customer 2 Expected to 1,161,700.00 580,850.00 50.00% difficultly recover Customer 3 6,215,662.64 6,215,662.64 100.00% Difficult to recover Customer 4 Expected to 2,484,497.34 2,177,910.92 87.66% difficultly recover Customer 5 Expected to 3,279,100.00 3,279,100.00 100.00% difficultly recover Customer 6 Expected to 2,068,377.01 2,068,377.01 100.00% difficultly recover Customer 7 5,359,381.00 5,359,381.00 100.00% Difficult to recover Customer 8 2,584,805.83 2,584,805.83 100.00% Difficult to recover Customer 9 1,679,109.54 1,679,109.54 100.00% Difficult to recover Customer 10 Expected to 1,470,110.64 1,470,110.64 100.00% difficultly recover Customer 11 Expected to 3,803,039.48 1,672,786.03 43.99% difficultly recover Total 32,008,110.06 28,990,420.19 -- -- In the groups, accounts receivable adopted aging analysis method to withdraw bad debt provision: √ Applicable □ not applicable Unit: RMB Ending balance Aging Accounts receivable Bad debt provision Withdrawal proportion Subentry within 1 year Subtotal of within 1 year 289,548,156.74 5,790,963.13 2.00% 1 to 2 years 12,197,754.24 609,887.71 5.00% 2 to 3 years 1,376,768.52 206,515.28 15.00% 3 to 4 years 929,020.59 278,706.18 30.00% 4 to 5 years 434,915.38 260,949.23 60.00% Over 5 years 183,079,892.41 183,079,892.41 100.00% Total 487,566,507.88 190,226,913.94 In the groups, accounts receivable adopted balance percentage method to withdraw bad debt provision: □ Applicable √ Not applicable (2) Bad Debt Provision Withdrawal, Reversed or Recovered in the Reporting Period The withdrawal amount of the bad debt provision during the Reporting Period was of RMB5,902,476.58; the amount of the reversed or collected part during the Reporting Period was of RMB4,375,005.21. 163 Changchai Company, Limited Annual Report 2018 (3) There Was No Particulars of the Actual Verification of Accounts Receivable during the Reporting Period (4) Top 5 of the Ending Balance of the Accounts Receivable Collected according to Arrears Party At the period-end, the total top 5 of the ending balance of the accounts receivable collected according to arrears party was RMB206,150,555.84, accounting for 39.39% of the total ending balance of accounts receivable. The ending balance of bad debt provision withdrawn was RMB4,123,011.12. 2. Other Receivables Item Ending balance Beginning balance Other receivables 21,681,331.85 11,798,211.40 Total 21,681,331.85 11,798,211.40 (1) Other Receivables 1) Other Receivables Disclosed by Category Unit: RMB Ending balance Beginning balance Carrying Bad debt Carrying Bad debt amount provision amount provision Carryi Category Withd Withdra Carryin ng Amou Propo Amou rawal Amo Propo Amou wal g value value nt rtion nt propo unt rtion nt proporti rtion on Other receivables with significant 2,853, 2,853, 2,85 single amount 100.0 2,853, 100.00 188.0 5.46% 188.0 3,18 6.83% for which bad 0% 188.02 % 2 2 8.02 debt provision separately accrued Other receivables 36,8 withdrawn bad 47,22 25,53 21,68 25,017 90.41 54.09 15,6 88.14 11,798, debt provision 1,087. 9,755. 1,331. ,453.1 67.95% % % 64.5 % 211.40 according to 70 85 85 9 9 credit risks characteristics 164 Changchai Company, Limited Annual Report 2018 Other receivables with insignificant 2,158, 2,158, 2,09 single amount 100.0 2,099, 100.00 775.1 4.13% 775.1 9,38 5.03% for which bad 0% 382.02 % 4 4 2.02 debt provision separately accrued 41,7 52,23 30,55 21,68 29,970 100.0 58.49 68,2 100.0 11,798, Total 3,050. 1,719. 1,331. ,023.2 71.75% 0% % 34.6 0% 211.40 86 01 85 3 3 Other receivables with significant single amount for which bad debt provision separately accrued at the end of the period √ Applicable □ Not applicable Unit: RMB Ending balance Other receivables (unit) Other Bad debt Withdrawal Withdrawal receivables provision proportion reason Difficult to Changchai Group Imp. & Exp. Co., Ltd. 2,853,188.02 2,853,188.02 100.00% recover Total 2,853,188.02 2,853,188.02 -- -- Among these groups, other receivables adopting aging analysis method to withdraw bad debt provision: √ Applicable □ Not applicable Unit: RMB Ending balance Aging Other receivables Bad debt provision Withdrawal proportion Subentry within 1 year Subtotal within 1 year 20,056,261.64 401,125.23 2.00% 1 to 2 years 1,795,421.38 89,771.07 5.00% 2 to 3 years 269,006.89 40,351.03 15.00% 3 to 4 years 96,930.77 29,079.23 30.00% 4 to 5 years 60,094.33 36,056.60 60.00% Over 5 years 24,943,372.69 24,943,372.69 100.00% Total 47,221,087.70 25,539,755.85 Among these groups, other receivables adopting balance percentage method to withdraw bad debt provision □ Applicable √ Not applicable Among these groups, other receivables adopting other methods to withdraw bad debt provision: 165 Changchai Company, Limited Annual Report 2018 □ Applicable √ Not applicable 2) Bad Debt Provision Withdrawal, Reversed or Recovered in the Reporting Period The withdrawal amount of the bad debt provision during the Reporting Period was of RMB581,695.78; the amount of the reversed or collected part during the Reporting Period was of RMB0.00. 3) There Was No Particulars of the Actual Verification of Other Receivables during the Reporting Period 4) Other Receivables Classified by Nature Unit: RMB Nature Ending carrying amount Beginning carrying amount Cash deposit & Margin 4,200.00 4,200.00 Intercourse funds among units 36,267,607.16 25,497,534.34 Petty cash and borrowings by employees 596,876.87 912,133.46 Other 15,364,366.83 15,354,366.83 Total 52,233,050.86 41,768,234.63 5) Top 5 of the Ending Balance of Other Receivables Collected according to the Arrears Party Unit: RMB Proportion to Ending Ending ending balance balance of Name of the entity Nature Aging balance of total other bad debt receivables% provision Changzhou Changchai Intercourse Benniu Diesel Engine 10,000,000.00 Within 1 year 19.14% 200,000.00 funds Fittings Co., Ltd. Changzhou Changchai Intercourse Housheng Agricultural 8,165,948.87 Within 1 year 15.63% 163,318.98 funds Equipment Co., Ltd. Changzhou Compressors Intercourse 2,940,000.00 Over 5 years 5.63% 2,940,000.00 Factory funds Changchai Group Imp. & Intercourse 2,853,188.02 Over 5 years 5.46% 2,853,188.02 Exp. Co., Ltd. funds Changzhou New District Intercourse 1,626,483.25 Over 5 years 3.11% 1,626,483.25 Accounting Centre funds Total -- 25,585,620.14 -- 48.97% 7,782,990.25 166 Changchai Company, Limited Annual Report 2018 3. Long-term Equity Investment Unit: RMB Ending balance Beginning balance Item Carrying Depreciation Carrying Carrying Depreciation Carrying amount reserve value amount reserve value Investment to 241,752,730. 241,752,730. 231,752,730. 231,752,730. subsidiaries 03 03 03 03 Investment to joint ventures and 44,182.50 44,182.50 44,182.50 44,182.50 associated enterprises 241,796,912. 241,752,730. 231,796,912. 231,752,730. Total 44,182.50 44,182.50 53 03 53 03 (1) Investment to Subsidiaries Unit: RMB Ending Depreciati Beginning Decre balance of Investee Increase Ending balance on reserve balance ase depreciati withdrawn on reserve Changchai Wanzhou Diesel 51,000,000.00 51,000,000.00 Engine Co., Ltd. Changzhou Changchai Benniu 96,466,500.00 96,466,500.00 Diesel Engine Fittings Co., Ltd. Changzhou Housheng 30,000,000.00 10,000,000.00 40,000,000.00 Investment Co., Ltd. Changzhou Changchai Housheng 7,000,000.00 7,000,000.00 Agricultural Equipment Co., Ltd. Changzhou Fuji 47,286,230.03 47,286,230.03 Changchai Robin 167 Changchai Company, Limited Annual Report 2018 Gasoline Engine Co., Ltd. Total 231,752,730.03 10,000,000.00 241,752,730.03 (2) Investment to Joint Ventures and Associated Enterprises Unit: RMB Increase/decrease Gains Adjust Endin and Cash ment Withd g losses bonus Begin of rawal Endin balanc Additi Reduc recogn Chang or Invest ning other of g e of onal ed ized es of profits ee balanc compr impair Other balanc deprec invest invest under other annou e ehensi ment e iation ment ment the equity nced ve provis reserv equity to incom ion e metho issue e d I. Joint ventures II. Associated enterprises Beijin g Tsingh ua Xingy e Indust 44,182 44,182 44,182 rial .50 .50 .50 Invest ment Mana gemen t Co., Ltd. Subtot 44,182 44,182 44,182 al .50 .50 .50 44,182 44,182 44,182 Total .50 .50 .50 168 Changchai Company, Limited Annual Report 2018 (3)Other Notes 4. Operating Revenue and Cost of Sales Unit: RMB Reporting Period Same period of last year Item Operating revenue Cost of sales Operating revenue Cost of sales Main operations 1,929,864,957.32 1,659,272,787.45 2,208,546,755.61 1,913,570,161.64 Other operations 38,862,108.04 30,434,073.18 27,259,235.38 18,109,162.04 Total 1,968,727,065.36 1,689,706,860.63 2,235,805,990.99 1,931,679,323.68 5. Investment Income Unit: RMB Item Reporting Period Same period of last year Investment income from holding of 7,597,950.00 10,709,750.99 available-for-sale financial assets Investment income from disposal of 104,866,770.49 available-for-sale financial assets Total 112,464,720.49 10,709,750.99 XVI. Supplementary Materials 1. Items and Amounts of Non-recurring Profit or Loss √ Applicable □ Not applicable Unit: RMB Item Amount Note Gains/losses on the disposal of non-current assets -265,966.68 Government grants recognized in the current period, except for those acquired in the ordinary course of business or granted at 6,291,685.65 certain quotas or amounts according to the government’s unified standards Capital occupation charges on non-financial enterprises that 938,737.87 are recorded into current gains and losses Gain/loss from change of fair value of transactional assets and Sale of the 20,000,000 liabilities, and investment gains from disposal of transactional 105,672,874.83 Bank of Jiangsu shares financial assets and liabilities and available-for-sale financial in the Reporting Period 169 Changchai Company, Limited Annual Report 2018 assets, other than valid hedging related to the Company’s common businesses Reverse of bad debt provision of account receivable 10,000,000.00 individually conducting impairment test Other non-operating income and expenses other than the above 1,392,895.84 Less: Income tax effects 18,670,371.98 Non-controlling interests effects 5,285.36 Total 105,354,570.17 -- Explain the reasons if the Company classifies an item as an non-recurring gain/loss according to the definition in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the Public—Non-recurring Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said explanatory announcement as a recurrent gain/loss item Applicable √ Not applicable 2. Return on Equity and Earnings Per Share Weighted average EPS (Yuan/share) Profit as of Reporting Period ROE (%) EPS-basic EPS-diluted Net profit attributable to ordinary shareholders of the 2.84% 0.11 0.11 Company Net profit attributable to ordinary shareholders of the -1.99% -0.08 -0.08 Company after deduction of non-recurring profit or loss 170 Changchai Company, Limited Annual Report 2018 Part XII Documents Available for Reference 1. The financial statements signed and sealed by the Company’s legal representative, General Manager and head of the financial department; 2. The original copy of the Independent Auditor’s Report signed and sealed by the CPAs, as well as sealed by the CPA firm; 3. The originals of all the Company’s documents and announcements which were disclosed on Securities Time and Ta Kung Pao (HK) (newspapers designated by the CSRC for information disclosure) during the Reporting Period; and 4. The Annual Report disclosed on other stock markets. The above-mentioned documents available for reference are all kept in the Secretariat of the Board of Directors of the Company and the Shenzhen Stock Exchange. This Annual Report and its abstract have been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail. The Board of Directors Changchai Company, Limited 11 April 2019 171