Changchai Company, Limited Annual Report 2019 (Summary) Stock Code: 000570, 200570 Stock Name: Changchai, Changchai-B Announcement No. 2020-025 CHANGCHAI COMPANY, LIMITED ANNUAL REPORT 2019 (SUMMARY) Part I Important Notes This Summary is based on the full text of the 2019 Annual Report of Changchai Company, Limited (together with its consolidated subsidiaries, the “Company”, except where the context otherwise requires). In order for a full understanding of the Company’s operating results, financial position and future development plans, investors should carefully read the aforesaid full text, which has been disclosed together with this Summary on the media designated by the China Securities Regulatory Commission (the “CSRC”). All the Company’s directors have attended the Board meeting for the review of this Report and its summary. Independent auditor’s modified opinion: □ Applicable √ Not applicable Board-approved final cash and/or stock dividend plan for ordinary shareholders for the Reporting Period: □ Applicable √ Not applicable The Company has no final dividend plan, either in the form of cash or stock. Board-approved final cash and/or stock dividend plan for preferred shareholders for the Reporting Period: □ Applicable √ Not applicable This Report and its summary have been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese versions shall prevail. Part II Key Corporate Information 1. Stock Profile Changchai, Stock name Stock code 000570, 200570 Changchai-B Stock exchange for stock Shenzhen Stock Exchange listing Contact information Board Secretary Securities Representative Name He Jianjiang 123 Huaide Middle Road, Address Changzhou, Jiangsu, China 1 Changchai Company, Limited Annual Report 2019 (Summary) Fax (86)519-86630954 Tel. (86)519-68683155 Email address cchjj@changchai.com 2. Principal Activities or Products in the Reporting Period As a manufacturer, we specialize in the manufacture and sale of diesel engines, diesel engine fittings and castings, gasoline engines, gasoline engine fittings, rotovators, walking tractors, molds and jigs as well as the assembly and sale of diesel engine and gasoline engine supporting sets. We mainly manufacture and sell small and medium-sized single-cylinder and multi-cylinder diesel engines under the brand of “Changchai” which are often used in tractors, combine-harvesters, light commercial vehicles, agriculture equipment, small-sized engineering machinery, generator sets, ship machines, etc. 3. Key Financial Information (1) Key Financial Information of the Past Three Years Indicate by tick mark whether there is any retrospectively restated datum in the table below. □ Yes √ No Unit: RMB 2019-over-2018 2019 2018 2017 change (%) Operating revenue 2,040,133,717.30 2,132,902,718.60 -4.35% 2,423,058,958.29 Net profit attributable to the listed company’s 24,934,586.11 62,021,374.04 -59.80% 46,431,302.73 shareholders Net profit attributable to the listed company’s 14,376,783.21 -43,333,196.13 - 18,818,435.16 shareholders before exceptional gains and losses Net cash generated from/used in operating -20,542,857.52 273,819,526.89 - -121,669,279.39 activities Basic earnings per share 0.04 0.11 -63.64% 0.08 (RMB/share) Diluted earnings per share 0.04 0.11 -63.64% 0.08 (RMB/share) Weighted average return on 1.20% 2.84% -1.64% 2.00% equity (%) Change of 31 December 2019 31 December 31 December 31 December over 31 2019 2018 2017 December 2018 (%) Total assets 3,484,975,990.48 3,542,019,195.75 -1.61% 3,722,905,285.05 2 Changchai Company, Limited Annual Report 2019 (Summary) Equity attributable to the listed company’s 2,109,239,597.94 2,043,308,026.74 3.23% 2,246,896,857.86 shareholders (2) Key Financial Information by Quarter Unit: RMB Q1 Q2 Q3 Q4 Operating revenue 557,670,611.48 558,159,234.11 460,579,449.28 463,724,422.4 Net profit attributable to the 2,518,025.10 16,539,999.97 950,668.62 4,925,892.42 listed company’s shareholders Net profit attributable to the listed company’s shareholders 1,083,678.62 13,143,476.97 197,704.53 -48,076.91 before exceptional gains and losses Net cash generated from/used in -63,832,631.41 -90,395,073.36 -23,645,425.75 157,330,273.00 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 4. Share Capital and Shareholder Information at the Period-End (1) Numbers of Ordinary Shareholders and Preferred Shareholders with Resumed Voting Rights as well as Holdings of Top 10 Shareholders Unit: share Number of Number of preferred ordinary Number of shareholders Number of shareholders preferred with resumed ordinary at the 50,382 48,072 shareholders 0 voting rights at 0 shareholder month-end with resumed the month-end s prior to the voting rights prior to the disclosure of disclosure of this this Report Report Top 10 unrestricted shareholders Shareh Shares in pledge or Total shares Name of Nature of olding frozen held at the Restricted shares held shareholder shareholder percent period-end Status Shares age 常州投资 集团有限 国有法人 30.43% 170,845,236 公司 3 Changchai Company, Limited Annual Report 2019 (Summary) KGI ASIA 境外法人 0.57% 3,189,845 LIMITED 雷延琴 境内自然人 0.39% 2,181,447 高粉怀 境内自然人 0.35% 1,950,000 胡文勇 境内自然人 0.28% 1,561,866 黄国良 境内自然人 0.27% 1,528,891 黎穗南 境内自然人 0.27% 1,507,800 周勇 境内自然人 0.27% 1,500,000 薛鸿 境内自然人 0.23% 1,310,900 陶晓芳 境内自然人 0.22% 1,230,000 It is unknown whether there is among the top 10 public shareholders and the top Related or acting-in-concert 10 unrestricted public shareholders any related parties or acting-in-concert parties among the parties as defined in the Administrative Measures for Information Regarding shareholders above Shareholding Alteration. Top 10 ordinary The shareholders Lei Yanqin and Gao Fenhuai respectively held 2,017,347 shareholders involved in shares and 1,950,000 shares of the Company through their credit accounts. securities margin trading (2) Number of Preferred Shareholders and Shareholdings of Top 10 of Them □ Applicable √ Not applicable No preferred shareholders in the Reporting Period. (3) Ownership and Control Relations between the Actual Controller and the Company According to the document of Changzhou Municipal People's Government (CZF[2006] No. 62]),the controlling shareholder Changzhou Investment Group Co., Ltd. is the enterprise to perform the investor role for the State-owned Assets Supervision and Administration Commission of Changzhou Municipal People’s Government as authorized by Changzhou Municipal People’s Government. Thus, the State-owned Assets 4 Changchai Company, Limited Annual Report 2019 (Summary) Supervision and Administration Commission of Changzhou Municipal People’s Government is the actual controller of the Company. 5. Corporate Bonds Does the Company have any corporate bonds publicly offered on the stock exchange, which were outstanding before the date of this Report’s approval or were due but could not be redeemed in full? No. Part III Operating Performance Discussion and Analysis 1. Business Overview of the Reporting Period Is the Company subject to any industry-specific disclosure requirements? No. In 2019, China’s economic situation was extremely severe, with much greater risks and challenges at home and abroad. The agricultural machinery market remained under depression due to multiple factors such as changes to the agricultural subsidy policy, stricter emission regulations for diesel engines, more stringent inspection of safety and environmental protection, fluctuating prices of raw materials, weaker purchasing power of farmers and the China-U.S. trade war. Amid the deep change in the agricultural machinery industry and the harsh market environment, the Company formulated effective operating strategies, refined the product mix, worked on segment markets, strengthened quality control and enhanced internal management. As a result, despite a decreasing output and sales volume in the industry as a whole, the Company managed to maintain stable and orderly development. Certain business indicators such as the sales volume decreased, but slower than the industry average. During the Reporting Period, the Company sold 675,000 units of diesel engines, gasoline engines and related generator sets, including 138,100 units of gasoline engines, generating total sales revenue of RMB2,040,133,717.30, a drop of 4.35% year-on-year. In terms of product development and supporting areas, the Company has completed the development of several models of single-cylinder common rail diesel engines to fully meet the State III emission standards of three-wheels and State IV emission standards of non-road mobile machinery. The Company has established all-round connection with industrial mainstream brands for products of State IV standards. For the key product 4G36V16 diesel, it has completed the calibration of emission source machines for multiple after-treatment modes and multiple power ranges, with a diversity of plant protection tractors as supporting products. The Company developed supporting resources on all fronts, completed supporting promotion for a number of product models and achieved marked growth in market alignment. In terms of market service, the Company further optimized and expanded the franchised dealer team, strengthened the franchised dealer network, enhanced franchise loyalty, improved the aftermarket sales and 5 Changchai Company, Limited Annual Report 2019 (Summary) service network, developed new dealers and beefed up the sales and management of accessories. The Company continued to enhance service quality, fully promoted the experience of modular management of busy farming seasons, intensified training for market service personnel, main engine plants and dealers, explored the service application of Internet+, drove the analysis, integration and application management of quality information and service data and improved the overall service capacity of service resources. In terms of quality management, the Company further implemented quality projects, refined system management and successfully passed the external review for IATF16949 and the ISO9001 quality system and the on-site monitoring and review of CNAS. It enhanced the quality of whole machines and parts on all fronts, made continuous efforts to improve product quality, optimized work flows in a number of aspects, including testing equipment, product parts traceability systems and quality improvement projects, and refined processes, leading to enhancement in product image. In terms of internal management, the Company strengthened production organization and management according to the actual situation, continuously improved the supply system, intensified delicacy management of cost and inventory, and promoted cost reduction and expenditure minimization as a response to the continuous market downturn, leading to substantial achievements in cost reduction and efficiency enhancement and improvements in production and operation efficiency. During the Reporting Period, the Company established Jiangsu Changchai Machinery Co., Ltd. to implement light engine and casting relocation projects. The new subsidiary has a registered capital of RMB300 million with RMB10 million already paid up. Early-stage work of the project, including feasibility demonstration, planning, design and registration, has been completed. So far, construction has commenced. The project is planned to be completed and put into operation in 2021. 2. Significant Change to Principal Activities in the Reporting Period □ Yes √ No 3. Product Category Contributing over 10% of Principal Business Revenue or Profit √ Applicable □ Not applicable Unit: RMB YoY change in YoY change in YoY change in Product Gross profit Operating revenue Operating profit operating operating gross profit category margin revenue (%) profit (%) margin (%) Diesel 1,856,130,365.33 295,488,170.00 15.92% -4.59% -5.65% 0.95% engines Gasoline 133,936,656.91 25,257,714.51 18.86% 2.77% -4.68% 6.34% engines 6 Changchai Company, Limited Annual Report 2019 (Summary) 4. Business Seasonality that Calls for Special Attention □ Yes √ No 5. Significant YoY Changes in Operating Revenue, Cost of Sales and Net Profit Attributable to the Listed Company’s Ordinary Shareholders or Their Compositions □ Applicable √ Not applicable 6. Possibility of Listing Suspension or Termination □ Applicable √ Not applicable 7. Matters Related to Financial Reporting (1) YoY Changes to Accounting Policies, Accounting Estimates or Measurement Methods √ Applicable □ Not applicable 1. Changes to accounting policies Changes to the accounting policies and why Approval process Remark The Notice on Revising and Issuing the Formats of 2019 Financial Statements for General Enterprises issued by the On 27 August 2019, the Ministry of Finance on 30 April 2019 requires the Company held the 20th companies which have implemented the new standards Meeting of the 8th Board governing financial instruments but not the new standards of Directors and the 16th Refer to (1) of governing revenue and lease or companies which have Meeting of the 8th other notes for implemented the new standards governing financial Supervisory Committee details instruments and revenue but not the new standards and approved the Proposal governing lease to adjust items of financial statements in on Changes of Some line with requirements of the Appendix 1 and Appendix 2 Accounting Policies of the Notice. The Company starts to implement the Accounting Standards for Business Enterprises No.22-Recognition and Measurement of Financial Instruments, Accounting Standards for Business Enterprises No.23-Transfer of On 9 April 2019, the Financial Assets, Accounting Standards for Business Company held the 17th Enterprises No.24-Hedge Accounting and Accounting Meeting of the 8th Board Standards for Business Enterprises No.37-Presentation of of Directors and 13th Refer to (2) of Financial Instruments, which revised and issued by the Meeting of the 8th other notes for Ministry of Finance in March 2017 and hereinafter Supervisory Committee details collectively referred to as new standards governing and approved the Proposal financial instruments since 1 January 2019 which stipulate on Changes in Some that the company shall classify and measure financial Accounting Policies instruments in accordance with regulations on the execution date, when the data of comparative financial statements of prior years do not comply with the new standards, no adjustment is made by the Company. Other notes: 7 Changchai Company, Limited Annual Report 2019 (Summary) (1) Influence of Changes in Formats of Financial statements Affected items in the consolidated balance sheet and amount thereof: 31 December 2018 1 January 2019 Notes receivable and Notes receivable 495,370,782.47 accounts receivable 874,229,941.58 Accounts receivable 378,859,159.11 Notes payable and accounts Notes payable 438,375,400.00 payable 1,030,130,275.77 Accounts payable 591,754,875.77 Affected items in the balance sheet of the Company as the parent and amount thereof: 31 December 2018 1 January 2019 Notes receivable and Notes receivable 490,519,795.91 accounts receivable 790,877,079.72 Accounts receivable 300,357,283.81 Notes payable and Notes payable 425,995,400.00 987,550,797.44 accounts payable Accounts payable 561,555,397.44 (2) Influence of Execution of New Standards Governing Financial Instruments Affected items in the consolidated balance sheet and amount thereof: Affected amount Item 31 December 2018 Affected by Affected by 1 January 2019 classification and impairment of measurement financial assets Other current assets 34,357,608.97 -8,253,873.41 26,103,735.56 Held-for-trading 8,253,873.41 8,253,873.41 financial assets Available-for-sale 498,851,369.49 -498,851,369.49 financial assets Investment in other 472,150,000.00 1,210,000.00 470,940,000.00 equity instruments Other non-current 27,911,369.49 27,911,369.49 financial assets Other non-current assets -4,000,000.00 4,000,000.00 Investment in debt 4,000,000.00 -4,000,000.00 obligations Affected items in the balance sheet of the Company as the parent and amount thereof: Affected amount Item 31 December 2018 Affected by Affected by 1 January 2019 classification and impairment of measurement financial assets Available-for-sale 470,940,000.00 -470,940,000.00 financial assets Investment in other 471,350,000.00 410,000.00 470,940,000.00 equity instruments Other non-current assets -4,000,000.00 4,000,000.00 Investment in debt 4,000,000.00 -4,000,000.00 obligations 2. Changes to accounting estimates No such cases for the Reporting Period. 3. Changes to accounting measurement methods 8 Changchai Company, Limited Annual Report 2019 (Summary) No such cases for the Reporting Period. (2) Retrospective Restatements due to Correction of Material Accounting Errors in the Reporting Period □ Applicable √ Not applicable No such cases. (3) YoY Changes to the Scope of Consolidated Financial Statements √ Applicable □ Not applicable Changchai Company, Limited (hereinafter referred to as “the Company”) reviewed and approved the Proposal on Establishing the Wholly-owned Subsidiary to Implement the Project of Producing Light Engines and Casting on the extraordinary board meeting held on 25 February 2019. The Board agreed the Company to invest RMB0.3 billion for establishing the wholly-owned subsidiary to implement the project of producing light engines and casting. For details, please refer to the Announcement on the External Investment and Intention of Establishing the Wholly-owned Subsidiary (No.:2019-004) disclosed on Securities Times, Hong Kong Ta Kung Pao and Cninfo on 26 February 2019. On 6 March 2019, the wholly-owned subsidiary completed the registration procedures and obtained the Business License issued by the Administrative Examination and Approval Authority of Changzhou State Hi-Tech Industry Development Zone (Xinbei District). For more details, please refer to the Announcement on the Progress of External investment and Intention of Establishing the Wholly-owned Subsidiary (No.: 2019-005) disclosed on Securities Times, Hong Kong Ta Kung Pao and Cninfo on 7 March 2019. Therefore, the subsidiary Jiangsu Changchai Machinery Co., Ltd. has been newly added to the consolidated financial statements of the Reporting Period. 9