Changchai Company, Limited Annual Report 2019 CHANGCHAI COMPANY, LIMITED ANNUAL REPORT 2019 April 2020 1 Changchai Company, Limited Annual Report 2019 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............................................................13 Part V Significant Events.................................................................................................................34 Part VI Share Changes and Shareholder Information................................................................. 48 Part VII Preferred Shares................................................................................................................54 Part VIII Convertible Corporate Bonds........................................................................................ 55 Part IX Directors, Supervisors, Senior Management and Staff...................................................56 Part X Corporate Governance........................................................................................................ 63 Part XI Corporate Bonds.................................................................................................................71 Part XII Financial Statements.........................................................................................................72 Part XIII Documents Available for Reference............................................................................. 215 2 Changchai Company, Limited Annual Report 2019 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. All the Company’s directors have attended the Board meeting for the review of this Report and its summary. 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, the Company has no final dividend plan, either in the form of cash or stock. 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 2019 Definitions Term Definition Changchai Company, Limited and its consolidated The “Company”, “Changchai” or “we” subsidiaries, except where the context otherwise requires Changzhou Changchai Benniu Diesel Engine Fittings Changchai Benniu Co., Ltd. Changchai Wanzhou Changchai Wanzhou Diesel Engine Co., Ltd. Housheng Investment Changzhou Housheng Investment Co., Ltd. Changzhou Changchai Housheng Agricultural Housheng Agricultural Equipment Equipment Co., Ltd. Changzhou Fuji Changchai Robin Gasoline Engine Changchai Robin Co., Ltd. Changchai Machinery Jiangsu Changchai Machinery Co., Ltd. Expressed in the Chinese currency of Renminbi, RMB, RMB’0,000 expressed in tens of thousands of Renminbi The period from 1 January 2019 to 31 December The “Reporting Period” or “Current Period” 2019 4 Changchai Company, Limited Annual Report 2019 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. CHANGCAHI 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 5 Changchai Company, Limited Annual Report 2019 Board Secretariat of the Company and the Shenzhen Stock Place where this Report is lodged 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 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 2019-over-2018 2019 2018 2017 change (%) Operating revenue (RMB) 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 (RMB) 6 Changchai Company, Limited Annual Report 2019 Net profit attributable to the listed company’s shareholders before 14,376,783.21 -43,333,196.13 - 18,818,435.16 exceptional gains and losses (RMB) Net cash generated from/used in operating -20,542,857.52 273,819,526.89 - -121,669,279.39 activities (RMB) 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 (RMB) 3,484,975,990.48 3,542,019,195.75 -1.61% 3,722,905,285.05 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 (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. 3. Reasons for Accounting Data Differences Above □ Applicable √ Not applicable 7 Changchai Company, Limited Annual Report 2019 VIII 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 IX Exceptional Gains and Losses √ Applicable □ Not applicable Unit: RMB Item 2019 2018 2017 Note Gain or loss on disposal of non-current assets (inclusive of 1,914,137.47 -265,966.68 1,005,800.62 impairment allowance write-offs) Government subsidies charged to current profit or loss (exclusive of government subsidies given in the Company’s ordinary course of 5,312,295.51 6,291,685.65 8,456,560.85 business at fixed quotas or amounts as per the government’s uniform standards) Capital occupation charges on non-financial enterprises that are 536,504.84 938,737.87 1,200,592.21 charged to current profit or loss 8 Changchai Company, Limited Annual Report 2019 Gain equal to the amount by which investment costs for the Company to obtain subsidiaries, associates and joint ventures are lower than the 19,924,486.12 Company’s enjoyable fair value of identifiable net assets of investees when making investments Gain or loss on fair-value changes in held-for-trading and derivative financial assets and liabilities & income from disposal of held-for-trading and derivative -49,255.00 105,672,874.83 654,862.68 financial assets and liabilities and other investments in debt obligations (exclusive of the effective portion of hedges that arise in the Company’s ordinary course of business) Non-operating income and expense 372,534.93 1,392,895.84 -4,441,830.05 other than the above Gain or loss on re-measurement by the fair value of equity interests in joint ventures before acquisition dates in 1,751,203.43 business combinations not under common control Reversed portions of impairment allowances for entrustment loans 4,000,000.00 10,000,000.00 which are tested individually for impairment Less: Income tax effects 1,520,857.98 18,670,371.98 951,629.77 Non-controlling interests effects 7,556.87 5,285.36 -12,821.48 (net of tax) Total 10,557,802.90 105,354,570.17 27,612,867.57 -- 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 2019 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 During the reporting period, the company set up a wholly-owned Equity assets subsidiary, Jiangsu Changchai Machinery Co., Ltd. , and invested in Jiangsu Housheng New Energy Technology Co., Ltd. The ending amount stood at RMB6,353,920.33, down 81.51% from the Other current assets beginning amount, primarily driven by a decrease in VAT withheld. 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 brand "Changchai" is the earliest domestic trademark of production goods known as China's well-known trademarks. The diesel engine of "Changchai" brand is China's brand-name product. The enterprise has been certified by ISO9001 and IATF16949 quality systems, ISO14001 environmental management system, ISO/TS16949 automotive product quality management system, and accessed to the national export-free enterprise qualification. Changchai was honorably 10 Changchai Company, Limited Annual Report 2019 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”, “Quality Management Excellence Award of Jiangsu Province ” and “ Mayor Quality Award of Changzhou City ” . The Company has been among the “Jiangsu Independent Industries Brand Top 50”for four years in a row. Also, it has been among the 10 users’ most satisfied leading brands in “Jing Geng” competition for many years. In 2019, the Company once again was given the title of “ Top 50 Industrial Brands of Jiangsu Province ” , “ China's Agricultural Machinery Parts and Components Leading Enterprises”, “National Model Enterprise for Trustworthy Product and Service Quality” and “China’s Top 500 Most Valuable Brands”, among others. 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. Its 4G33TC diesel engine has been included in the provincial catalog of key new technologies and products to be promoted. Its 4G33TC and 3M78 diesel engines have been recognized as “high-tech products” at the provincial level. The 4G33V16 Multi-Cylinder Diesel Engine won the China Agricultural Machinery Industry Annual Product Innovation Award, The Speed Regulator for Single-Cylinder Diesel Engines—one of the Company’s patented technologies, won the China Patent Excellence Award, and three other products including the H16 Diesel Engine were recognized as “High-Tech Product” at the municipal level. During the Reporting Period, the Company filed for 9 patents and was granted 10 patents. Currently, the Company has a total of 138 patents granted by authorities at home and abroad, including 12 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 over 800 service stations. In addition, in order to meet the National Emission Standard IV for Non-Road Vehicles and provide better after-sales service for customers, a service monitoring platform with Changchai characteristics has been put in place. With a perfect diesel sales service network system, the Company 11 Changchai Company, Limited Annual Report 2019 is able to provide high quality, efficient and timely services for customers. 12 Changchai Company, Limited Annual Report 2019 Part IV Operating Performance Discussion and Analysis I Overview 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 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 13 Changchai Company, Limited Annual Report 2019 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. II Core Business Analysis 1. Overview See “I Overview” above. 2. Revenue and Cost Analysis (1) Breakdown of Operating Revenue Unit: RMB 2019 2018 As % of total As % of total Operating Change (%) Operating revenue operating operating revenue revenue (%) revenue (%) Total 2,040,133,717.30 100% 2,132,902,718.60 100% -4.35% By operating division Internal combustion 2,001,911,782.04 98.13% 2,093,039,249.58 98.13% -4.35% engines Other 38,221,935.26 1.87% 39,863,469.02 1.87% -4.29% By product category Diesel engines 1,856,130,365.33 90.98% 1,945,336,290.52 91.21% -4.59% Gasoline 133,936,656.91 6.57% 130,329,100.71 6.11% 2.77% engines Other 50,066,695.06 2.45% 57,237,327.37 2.68% -12.53% By operating segment Domestic 84.61% 1,785,012,986.06 83.69% -3.30% 1,726,174,312.79 Overseas 313,959,404.51 15.39% 347,889,732.54 16.31% -9.75% (2) Operating Division, Product Category or Operating Segment Contributing over 10% of Operating Revenue or Operating Profit √ Applicable □ Not applicable Unit: RMB 14 Changchai Company, Limited Annual Report 2019 YoY change YoY change YoY change Operating Gross profit in gross Cost of sales in operating in cost of revenue margin profit margin revenue (%) sales (%) (%) By operating division Internal 2,001,911,78 1,679,856,89 combustion 16.09% -4.35% -5.74% 1.24% 2.04 1.00 engines By product category Diesel 1,856,130,36 1,560,642,19 15.92% -4.59% -5.65% 0.95% engines 5.33 5.38 Gasoline 133,936,656. 108,678,942. 18.86% 2.77% -4.68% 6.34% engines 91 40 50,066,695.0 40,328,639.9 Other 19.45% -12.53% -11.05% -1.34% 6 7 By operating segment 1,726,174,31 1,404,826,59 Domestic 18.62% -3.30% -4.74% 1.24% 2.79 1.91 313,959,404. 304,823,185. Overseas 2.91% -9.75% -10.01% 0.28% 51 84 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 2019 2018 Change (%) division Unit sales Unit 536,932 556,443 -3.51% Diesel engines Output Unit 519,339 562,223 -7.63% Inventory Unit 48,003 65,596 -26.82% □ 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 15 Changchai Company, Limited Annual Report 2019 2019 2018 As % of As % of Product Change Item total cost total cost category Cost of sales Cost of sales (%) of sales of sales (%) (%) Diesel Raw 1,317,459,424.33 78.43% 1,422,647,277.45 78.45% -7.39% engines materials Diesel Labor cost 214,361,508.91 12.76% 238,105,274.10 13.13% -9.97% engines Diesel Depreciati 74,355,935.23 4.43% 75,456,887.66 4.16% -1.46% engines on Diesel Energy 27,773,748.68 1.65% 28,471,079.99 1.57% -2.45% engines (6) Changes in the Scope of Consolidated Financial Statements for the Reporting Period √Yes □ No 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. Thus, the consolidation scope of the Reporting Period increased a subsidiary- Jiangsu Changchai Machinery Co., Ltd. (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) 864,536,279.47 Total sales to top five customers as % of total sales of the 42.38% Reporting Period (%) 16 Changchai Company, Limited Annual Report 2019 Total sales to related parties among top five customers as % of total sales of the Reporting Period (%) 0.00 Information about top five customers: Sales revenue contributed for No. Customer As % of total sales revenue (%) the Reporting Period (RMB) 1 Customer 1 360,622,078.51 17.68% 2 Customer 2 192,587,952.49 9.44% 3 Customer 3 139,976,253.71 6.86% 4 Customer 4 90,595,836.18 4.44% 5 Customer 5 80,754,158.58 3.96% Total -- 864,536,279.47 42.38% Other information about major customers: □ Applicable √ Not applicable Major suppliers: Total purchases from top five suppliers (RMB) 239,017,892.01 Total purchases from top five suppliers as % of total purchases 16.11% of the Reporting Period (%) Total purchases from related parties among top five suppliers 0.00 as % of total purchases of the Reporting Period (%) Information about top five suppliers: Purchase in the Reporting No. Supplier As % of total purchases (%) Period (RMB) 1 Supplier 1 98,793,697.74 6.66% 2 Supplier 2 51,409,844.73 3.47% 3 Supplier 3 37,965,669.05 2.56% 4 Supplier 4 28,270,929.54 1.91% 5 Supplier 5 22,577,750.95 1.52% Total -- 239,017,892.01 16.11% Other information about major suppliers: □ Applicable √ Not applicable 3. Expense Unit: RMB Reason for any significant 2019 2018 Change (%) change Selling expense 97,085,117.05 126,997,066.87 -23.55% 17 Changchai Company, Limited Annual Report 2019 Administrative 106,183,133.40 116,027,838.96 -8.48% expense Finance costs -4,424,871.16 -903,762.30 --- R&D expenses 66,221,376.27 72,182,840.78 -8.26% 4. R&D Expense √ Applicable □ Not applicable The Company has been valuing the R&D of new products and application of new technologies. Based on the market-oriented policy, the Company continuously promotes technological upgrading, makes great efforts to improve the technological development capacity and self-innovation capacity and increases the added value of products so as to continuously enhance the Company’s market competitiveness. Details about R&D expense: 2019 2018 Change (%) Number of R&D personnel 360 368 -2.17% R&D personnel as % of total employees 11.96% 11.55% 0.41% R&D expense (RMB) 66,221,376.27 72,182,840.78 -8.26% R&D expense as % of operating revenue 3.25% 3.38% -0.13% Capitalized R&D expense (RMB) 0.00 0.00 --- Capitalized R&D expense as % of total 0.00% 0.00% --- R&D expense Reasons for any significant YoY change in the percentage of R&D expense in operating revenue: □ 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 2019 2018 Change (%) Subtotal of cash generated from 2,226,972,713.23 2,494,609,605.84 -10.73% operating activities Subtotal of cash used in 2,247,515,570.75 2,220,790,078.95 1.20% operating activities Net cash generated from/used in -20,542,857.52 273,819,526.89 —— operating activities Subtotal of cash generated from 20,016,934.88 157,994,762.83 -87.33% investing activities Subtotal of cash used in 98,179,310.79 51,775,807.81 89.62% investing activities 18 Changchai Company, Limited Annual Report 2019 Net cash generated from/used in -78,162,375.91 106,218,955.02 —— investing activities Subtotal of cash generated from 34,000,000.00 40,700,000.00 -16.46% financing activities Subtotal of cash used in 78,505,058.96 58,922,496.75 33.23% financing activities Net cash generated from/used in -44,505,058.96 -18,222,496.75 —— financing activities Net increase in cash and cash -142,494,895.42 361,815,985.16 —— equivalents Explanation of why any of the data above varies significantly: √Applicable Not applicable Significant changes in net cash generated from/used in operating activities compared to that of last year were mainly due to the increase of accounts receivable within the credit period, realization of less bank’s acceptance bills in the Reporting Period; Significant changes in net cash generated from/used in investing activities compared to that of last year were due to the Company’s investment in Jiangsu Changchai Machinery Co., Ltd. and Jiangsu Housheng New Energy Technology Co., Ltd. in the Reporting Period and increase in cash inflow through sales of stocks in Bank of Jiangsu last year; Significant changes in net cash generated from/used in financing activities compared to that of last year were mainly due to decrease of 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 The big difference between the net operating cash flow and the net profit for this Reporting Period mainly due to increase of accounts receivable within the credit period which decreased the net operating cash flow. The external investments of the Company in the Reporting Period decreased the net investing cash flow. III Analysis of Non-Core Businesses □ Applicable √ Not applicable IV Analysis of Assets and Liabilities 1. Significant Changes in Asset Composition Adjustments to the Financial Statements at the Beginning of the First Execution Year of any New Standards Governing Financial Instruments, Revenue or Leases since 2019 √ Applicable □ Not applicable Unit: RMB 31 December 2019 31 December 2018 Change Reason for 19 Changchai Company, Limited Annual Report 2019 As % of As % of in any Amount total Amount total percenta significant assets assets ge (%) change Monetary 637,214,006.06 18.28% 800,960,036.69 22.61% -4.33% assets Accounts 419,295,665.51 12.03% 378,859,159.11 10.70% 1.33% receivable Inventories 473,352,010.58 13.58% 557,953,891.70 15.75% -2.17% Investment 48,447,666.83 1.39% 50,656,007.63 1.43% -0.04% property Long-term equity 0 0.00% 0.00 0.00% 0.00% investments Fixed assets 457,582,514.13 13.13% 511,250,371.37 14.43% -1.30% Construction 91,358,156.24 2.62% 89,090,384.71 2.52% 0.10% in progress Short-term 22,000,000.00 0.63% 27,000,000.00 0.76% -0.13% borrowings Long-term 0.00 0.00% 2,000,000.00 0.06% -0.06% borrowings 2. Assets and Liabilities at Fair Value √ Applicable □ Not applicable Unit: RMB Gain/loss Cumulati Impairme on ve nt Purchased Sold in fair-value Beginning fair-value allowance in the the Other Ending Item changes amount changes for the Reporting Reporting change amount in the charged Reporting Period Period Reporting to equity Period Period Financial assets 1. Held-for-t rading financial assets 36,205,97 78,500,00 26,753,87 87,952,1 (derivativ 5.04 0.00 3.41 01.63 20 Changchai Company, Limited Annual Report 2019 e financial assets exclusive) 4. Investmen t in other equity instrumen 470,940,0 61,946,00 317,059,7 532,886, ts 00.00 0.00 75.00 000.00 Subtotal of financial 507,145,9 61,946,00 317,059,7 78,500,00 26,753,87 620,838, assets 75.04 0.00 75.00 - 0.00 3.41 - 101.63 Total of 507,145,9 61,946,00 317,059,7 78,500,00 26,753,87 620,838, above 75.04 0.00 75.00 - 0.00 3.41 - 101.63 Financial 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 92,629,261.89 Cash deposits of bank acceptance’s bill Monetary assets and letter of credit House constructions 2,936,446.13 Mortgage of bank loan Land use right 995,328.00 Mortgage of bank loan Machinery equipment 48,181,935.62 Mortgage of bank loan Total 144,742,971.64 V Investments Made 1. Total Investment Amount √ Applicable □ Not applicable Investments made in Reporting Investments made in same period +/-% Period (RMB) of last year (RMB) 60,000,000.00 20,315,967.20 195.33% 21 Changchai Company, Limited Annual Report 2019 2. Major Equity Investments Made in the Reporting Period √ Applicable □ Not applicable Unit: RMB Profi ts or Prog losse ress s of Invo Shar Disc Disc Inve Inve Capi as of Esti inve lvin Mai ehol Inve Type losur losur stme stme tal the mate stme g in Inve n ding Part stme of e e nt nt reso bala d nt in laws stee busi perc ner nt prod date inde meth amo urce nce inco the uit ness enta term ucts (if x (if od unt s shee me Rep or ge any) any) t ortin not date g Peri od Cha ngzh ou Inve stme nt Gro Jian up gsu Co., Hou Ltd. shen and Lithi Lithi The g Cha um Capi 50,0 um inpu New Self- ngzh Lon 9 batte tal 00,0 8.33 batte t has 2019 Ener own ou g-ter 0.00 0.00 No July ry incre 00.0 % ry been -022 gy ed Syne m 2019 baffl ase 0 baffl mad Tech rgeti e e e nolo c gy Inno Co., vatio Ltd. n Priv ate Equi ty Fun d (Lim 22 Changchai Company, Limited Annual Report 2019 ited Part ners hip) Inter Inter nal nal Jian com com gsu busti busti Cha on on The ngch engi 10,0 engi inpu 26 Esta Self- Lon -396 ai ne, 00,0 100. Nau ne, t has Febr 2019 blish own g-ter 0.00 ,390. No Mac relat 00.0 00% ght relat been uary -004 ment ed m 46 hine ed 0 ed mad 2019 ry gene gene e Co., rator rator Ltd. sets sets and and parts parts 60,0 -396 Tota 00,0 -- -- -- -- -- -- -- -- 0.00 ,390. -- -- -- l 00.0 46 0 3. Major Non-Equity Investments Ongoing in the Reporting Period □ Applicable √ Not applicable 4. Financial Investments (1) Securities Investments √ Applicable □ Not applicable Gain Accu /Loss mula Initia Acco on Sour ted Purc Gain untin Begi fair Sold Varie Code Nam l fair hase /loss Endi Acco ce of g nnin value in ty of of e of value d in in ng untin inves inves meas g chan Repo chan Repo Repo carry secur secur secur urem carry ges rting g tmen tmen ges rting rting ing ent ing in Perio ity ity ity charg Perio Perio value title t meth value Repo d t cost ed to d d funds od rting equit Perio y d Dom 6001 Foto 41,7 Fair Inves Self- 0.00 0.00 0.00 estic/ 66 n 84,0 value 262, 39,0 221, 302, tmen owne 23 Changchai Company, Limited Annual Report 2019 Forei Moto 00.0 meth 990, 15,0 187, 005, t in d gn r 0 od 000. 00.0 850. 000. other fund stock 00 0 00 00 equit y instr ume nts Inves 107, 22,8 95,4 130, tmen Dom 460, 60,0 72,0 320, t in Bank 18,0 Fair Self- estic/ 000. 00.0 00.0 000. other 6009 of 00,0 value owne Forei 00 0 0 0.00 0.00 0.00 00 equit 19 Jiang 00.0 meth d gn y su 0 od fund stock instr ume nts Inves 490, 71,0 399, 561, tmen Dom Jiang 000. 00.0 925. 000. t in Fair Self- estic/ su 90,5 00 0 00 00 other 6003 value owne Forei Expr 00.0 0.00 0.00 0.00 equit 77 meth d gn essw 0 y od fund stock ay instr ume nts Other securities investments held at -- -- -- the period-end 59,8 370, 61,9 317, 432, 74,5 Total -- 940, 46,0 059, 886, -- -- 00.0 000. 00.0 775. 000. 0 00 0 00 00 (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. 24 Changchai Company, Limited Annual Report 2019 VI Sale of Major Assets and Equity Interests 1. Sale of Major Assets □ Applicable √ Not applicable No such cases in the Reporting Period. 2. Sale of Major Equity Interests □ Applicable √ Not applicable VII Major Subsidiaries √ Applicable □ Not applicable Major fully/majority-owned subsidiaries and those minority-owned subsidiaries with an over 10% effect on the Company’s net profit: Unit: RMB Relat ionsh ip Principal Register Total Operating Operating Name with activity ed Net assets Net profit assets revenue profit the capital Com pany Production of diesel Changchai Subsi 55,063, 157,983,69 183,792,93 -4,215,018 -3,863,13 engine Benniu diary 000.00 8.84 3.88 .99 3.37 accessorie 85,916,91 s 7.70 Diesel Changchai Subsi 85,000, 69,629,305 40,959,222 248,139.3 160,355. engine 49,034,87 Wanzhou diary 000.00 .71 .43 2 43 assembly 1.81 External Housheng Subsi investment 40,000, 48,830,828 1,758,606. 1,727,30 536,504.84 Investment diary and 000.00 .93 48,029,71 98 7.33 consulting 2.93 agricultura Housheng l Agricultur Subsi machinery 10,000, 29,088,562 13,888,579 -926,825.3 -926,825. al diary product of 000.00 .06 .77 8 38 Equipment rice 446,645.8 transplante 3 25 Changchai Company, Limited Annual Report 2019 r etc. Gasoline Changchai Subsi 37,250, 101,729,65 133,936,65 9,931,517. 8,591,28 engines 90,091,43 Robin diary 000.00 1.75 6.91 74 7.04 assembly 5.72 Internal combustio Changch n engine ai Subsi 100,000 9,606,403. -387,276.3 -393,596. and 0.00 Machiner diary ,000.00 66 4 34 related y accessorie 9,606,403 s .66 Subsidiaries obtained or disposed in the Reporting Period: √Applicable □ Not applicable How subsidiary was obtained or Effects on overall operations and Subsidiary disposed in the Reporting Period operating performance Jiangsu Changchai Newly established Conform to the long-term development Machinery Co., Ltd. plan of the Company and interests of all shareholders and the Company. It is estimated that no significant impacts will be generated on the Company’s financial status and operating performance. Notes: (1) Changchai Company, Limited held the 15th Meeting of the 8th Board of Directors on 27 November 2018, on which the Proposal on Capital Increase in the Wholly-owned Subsidiary was reviewed and approved, and intended to make the capital increase in the wholly-owned subsidiary Housheng Investment with its self-owned funds of RMB10 million. After this capital increase, the registered capital of Housheng Investment increased to RMB40 million from RMB30 million. On 14 February 2019, Housheng Investment completed the registration procedures and obtained the Business License issued by Changzhou Bureau of Industry and Commerce. For details, please refer to the Announcement on Capital Increase in the Wholly-owned Subsidiary (No.: 2018-034) and the Announcement on Progress of Capital Increase in the Wholly-owned Subsidiary (No.: 2019-002) disclosed on Securities Times, Hong Kong Ta Kung Pao and Cninfo respectively on 29 November 2018 and 15 February 2019. (2) On 26 December 2018, Changchai Company, Limited formally signed the Investment Agreement with Changzhou High-tech Zone. According to the agreement, the Company will invest RMB0.3 billion to establish a wholly-owned subsidiary to implement the project of producing light engine and casting. The Company held the extraordinary board meeting on 25 February 2019 and approved the Proposal on Establishing A Wholly-owned Subsidiary to Implement the Project of Producing Light Engine and Casting. The said wholly-owned subsidiary completed the registration procedures on 6 March 2019 and obtained the Business License issued by the Administrative Examination and Approval Authority of Changzhou National Hi-Tech Industrial Development Zone (Xinbei District). For more details, please refer to the Announcement on the External Investment and Intention of Establishing the Wholly-owned Subsidiary (No.: 2019-004) and the Announcement on Progress of the External Investment and Establishing the Wholly-owned Subsidiary (No.: 2019-005) on Securities Times, Hong 26 Changchai Company, Limited Annual Report 2019 Kong Ta Kung Pao and Cninfo respectively on 26 February 2019 and 7 March 2019. The preliminary work of the project such as feasibility demonstration, planning design and filing has been completed. The construction has officially started at the end of December 2019 and is scheduled to be completed and put into operation in 2021. VIII Structured Bodies Controlled by the Company □ Applicable √ Not applicable IX Prospects 1. Industrial Competition Pattern and Development Trend In 2019, agricultural machinery market remained in the stage of deep adjustment, with faster product upgrading and more intensive industrial reshuffle. In 2020, China’s agricultural machinery market will sustain the low-speed normalized development of the transformation stage. Despite the decline of the traditional categories market, opportunities can still be found in market segments, with intelligent agricultural machinery favored by the market. The national macro-economy will be positive in the long run and agricultural machinery industry is supported by policies. 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, the cost of product emission upgrade is increasing and it takes a certain time for the market to accept; thirdly, users are very concerned about reliability, vibration, noise and appearance quality of diesel engines, and extension of "Three Guarantees of Products" increased the enterprise expense on service. Overall, the diesel market competition is fierce. There will be better market prospects for diesel engines with high-performance in energy saving and environmental protection and meeting the rigid demand of specific fields. 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 and achieved stable breakthroughs in the niche. 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 27 Changchai Company, Limited Annual Report 2019 Changzhou Fuji Changchai Robin Gasoline Engine Co., Ltd., continuously expanded product application, firmly grasped product quality and actively developed overseas and domestic customers. 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. In addition, the Company is using the cloud platform technology to promote information building and develop a highly efficient and practical information platform. Meanwhile, as a response to the plans of Changzhou, the Company is implementing light engine and casting relocation projects to integrate existing resources, improve quality and increase efficiency, which is beneficial to the Company’s sustainable development. 3. Operation Plan for the Year 2020: The Company is improving the quality of single cylinder machinery to create fine quality products and enhancing the competitiveness of multi-cylinder machinery products to expand the market; speeding up the development of end market, increasing its size and making achievements in the park building; creating new management models for higher returns and utilizing capital to drive development. In 2020, the Company is expected to achieve a sales revenue of RMB2 billion with more than 80,000 units of new products. The above operation plan does not represent the profit forecast of Y2020 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 traditional 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 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. Countermeasures: 1. Continue to optimize product and market structures and strengthen the market foundation to domestic and foreign markets. 2. Dedicate to product development and upgrading and proactively expanding new supporting areas. 3. Fully focus on market quality matters and improve market reputation with sound measures. 4.Continue to drive the progress of key technological improvement projects and build Changchai Industry Park with high standards. 5.Make tangible efforts to reinforce lean management to promote quality improvement, cost reduction and efficiency enhancement. 6. Make full use of the capital market to perform capital operation and assist corporate development. 7. 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, 28 Changchai Company, Limited Annual Report 2019 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 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 Type of Way of Date communication Index to main information communicated communication party Inquired the capital operation of the capital 31 December 2019 Other Individual market Inquired the Housheng lithium battery baffle 27 December 2019 Other Individual project 29 Changchai Company, Limited Annual Report 2019 Inquired the reform and restructuring toward 24 December 2019 Other Individual state-owned enterprises 24 December 2019 Other Individual Inquired the general election of the Board 24 December 2019 Other Individual Inquired the general election of the Board Inquired the visiting activity of Housheng 16 December 2019 Other Individual lithium battery baffle project 16 December 2019 Other Individual Inquired the general election of the Board Inquired the starting time of production of 5 December 2019 Other Individual Housheng lithium battery baffle 26 November 2019 Other Individual Inquired the business name 25 November 2019 Other Individual Inquired the business name 25 November 2019 Other Individual Inquired the business name Inquired the continuous supervision opinions 25 November 2019 Other Individual from securities companies 20 November 2019 Other Individual Inquired the stock price of the Company Inquired the transformation and upgrading of 7 November 2019 Other Individual the Company Inquired the construction progress of the 7 November 2019 Other Individual industrial park 6 November 2019 Other Individual Inquired the stock price of the Company 23 October 2019 Other Individual Inquired the repurchase of B shares Inquired the consultation of the Company’s 17 September 2019 Other Individual financial affairs 11 September 2019 Other Individual Inquired shareholders 5 September 2019 Other Individual Inquired industry policies Inquired the condition of the agricultural 5 September 2019 Other Individual machinery industry Inquired the transformation and upgrading of 5 September 2019 Other Individual the Company Inquired the development strategy of the 5 September 2019 Other Individual Company 30 August 2019 Other Individual Inquired the progress of new energy project Inquired the progress of the lithium battery 6 August 2019 Other Individual baffle 29 July 2019 Other Individual Inquired the land of the industrial park 28 July 2019 Other Individual Inquired the removal project 28 July 2019 Other Individual Inquired the removal project 30 Changchai Company, Limited Annual Report 2019 Inquired the transformation and upgrading of 10 July 2019 Other Individual the Company Inquired the progress of the lithium battery 4 July 2019 Other Individual baffle Inquired the consultation of the Company’s 1 July 2019 Other Individual business Inquired the investment in the new energy 31 May 2019 Other Individual industry Inquired the progress of the lithium battery 31 May 2019 Other Individual baffle Inquired the ownership of premises of the 21 May 2019 Other Individual Company’s after-sale service sites Inquired the transformation and upgrading of 21 May 2019 Other Individual the Company 21 May 2019 Other Individual Inquired the main business of the Company Inquired the reform of state-owned enterprises 9 May 2019 Other Individual toward mixed system and innovation 8 May 2019 Other Individual Inquired the proposals on general meetings Inquired the business development of the 25 April 2019 Other Individual Company 25 April 2019 Other Individual Inquired the industrial investment fund Inquired the transformation and upgrading of 17 April 2019 Other Individual the Company 12 April 2019 Other Individual Inquired the investment of the Company Inquired the reform and upgrading of the 11 April 2019 Other Individual Company Inquired the Company’s layout in the new 11 April 2019 Other Individual energy industry Inquired the development suggestions of the 10 April 2019 Other Individual Company Inquired the Company’s layout in the new 10 April 2019 Other Individual energy industry Inquired the development suggestions of the 10 April 2019 Other Individual Company Inquired the development suggestions of the 2 April 2019 Other Individual Company Inquired the engagement of directors of the 31 March 2019 Other Individual Company 31 Changchai Company, Limited Annual Report 2019 Inquired the investments made by the industrial 31 March 2019 Other Individual investment fund Inquired the development suggestions of the 28 March 2019 Other Individual Company Inquired the progress of M&A and restructuring 28 March 2019 Other Individual of the Company 28 March 2019 Other Individual Inquired the main business of the Company Inquired the progress of lithium battery baffle 27 March 2019 Other Individual and progress of invested projects by subsidiaries 21 March 2019 Other Individual Inquired the investment of the Company 21 March 2019 Other Individual Inquired the brand value of the Company Inquired the progress of invested projects by 19 March 2019 Other Individual subsidiaries 18 March 2019 Other Individual Inquired the investment of the Company 18 March 2019 Other Individual Inquired the investment of the Company 14 March 2019 Other Individual Inquired the investment of the Company Inquired the reform and development of the 10 March 2019 Other Individual Company 10 March 2019 Other Individual Inquired the stock price of the Company 8 March 2019 Other Individual Inquired the stock price of the Company Inquired the transformation and upgrading of 5 March 2019 Other Individual the Company Inquired the progress of the lithium battery 25 February 2019 Other Individual baffle 25 February 2019 Other Individual Inquired the investment of the Company Inquired the development suggestions of the 25 February 2019 Other Individual Company 2 February 2019 Other Individual Inquired the investment of the Company 1 February 2019 Other Individual Inquired the festival greetings to investors Inquired the investment intention progress of 1 February 2019 Other Individual the Company Inquired the development suggestions of the 31 January 2019 Other Individual Company 25 January 2019 Other Individual Inquired the industrial layout of the Company Inquired the impacts of equity transfer on the 25 January 2019 Other Individual Company 32 Changchai Company, Limited Annual Report 2019 Inquired the sales of financial assets by the 25 January 2019 Other Individual Company 24 January 2019 Other Individual Inquired the industry condition Inquired the development planning of the 24 January 2019 Other Individual Company 24 January 2019 Other Individual Inquired the products of the Company Inquired the development suggestions of the 23 January 2019 Other Individual Company Inquired the progress of the lithium battery 23 January 2019 Other Individual baffle 13 January 2019 Other Individual Inquired the government subsidies Inquired the performance forecast of the 11 January 2019 Other Individual Company Times of communications 81 Number of institutions communicated 0 with Number of individuals communicated 81 with Number of other communication parties 0 Tip-offs or leakages of substantial supposedly-confidential information None during communications 33 Changchai Company, Limited Annual Report 2019 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 Yes Association and resolution of general meeting Specific and clear dividend standard and ratio Yes Complete decision-making procedure and mechanism Yes Independent directors faithfully performed their Yes duties and played their due role Non-controlling interests are able to fully express their opinion and desire and their legal rights and Yes interests are fully protected In case of adjusting or changing the cash dividend policy, the conditions and procedures involved are in N/A compliance with applicable 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 2019 No No Still needed to submit to the Annual General Meeting 2018 Distributed RMB0.25 of every 10 No Finished the execution shares (taxes including) 34 Changchai Company, Limited Annual Report 2019 2017 Distributed RMB0.30 of every 10 No Finished the execution 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 Cash ordinary Cash C dividends dividends shareholders A as % dividends as % (including D as % of Year (tax of the listed of B (%) in other of B those in B (%) inclusive) company in forms (C) (%) other (A) consolidated forms) (D) statements for the year (B) 2019 0.00 24,934,586.11 0.00% 0.00 0.00% 0.00 0.00% 14,034,358 14,034,358 2018 62,021,374.04 22.63% 0.00 0.00% 22.63% .15 .15 16,841,229 16,841,229 2017 46,431,302.73 36.27% 0.00 0.00% 36.27% .78 .78 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 Reason why 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 Use and use plan for retained earnings of the Reporting Period and the profits of the Company as the Company parent distributable to the ordinary shareholders are positive The implementation of the removal project of light engine and casting by the Company needs subsequent capital input with large amount. Based on the comprehensive consideration of the Company’s operation and development, the Company intends to Enhance the Company’s capital strength and prepare fail to conduct cash distribution in 2019. In addition, for the corporate development the Company will actively promote the cash distribution way under the premise of making profits and cash meeting the sustainable operation and development of the Company so as to protect and increase the long-term interests of investors. 35 Changchai Company, Limited Annual Report 2019 II Final Dividend Plan for the Reporting Period □ Applicable √ Not applicable No such cases in the Reporting Period. 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 Date of Term Type of Fulfil commi of Commitment Promisor commitme Details of commitment lmen tment commi nt t makin tment g 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 year Changchai and abundant money 11 Year Other commitments made to Ongo Company, bonus flow and no influence May 2017- minority shareholders ing Limited on the following-up 2017 2019 going concern after cash bonus, the profits allocated by cash every year 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 36 Changchai Company, Limited Annual Report 2019 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 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 VI YoY Changes to Accounting Policies, Estimates and Methods √Applicable □ Not applicable 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. 37 Changchai Company, Limited Annual Report 2019 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: (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 874,229,941.58Notes receivable 495,370,782.47 accounts receivable Accounts receivable 378,859,159.11 Notes payable and accounts 1,030,130,275.77Notes payable 438,375,400.00 payable 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 790,877,079.72Notes receivable 490,519,795.91 accounts receivable Accounts receivable 300,357,283.81 Notes payable and 987,550,797.44 Notes payable 425,995,400.00 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 Affected by Affected by Item 31 December 2018 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 38 Changchai Company, Limited Annual Report 2019 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 Affected by Affected by Item 31 December 2018 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 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 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. 39 Changchai Company, Limited Annual Report 2019 IX Engagement and Disengagement of Independent Auditor Current independent auditor: Gongzheng Tianye Certified Public Accountants Name of the domestic independent auditor (Special General Partnership) The Company’s payment to the domestic independent 60 auditor (RMB’0,000) How many consecutive years the domestic independent auditor has provided audit service for the 18 Company Names of the certified public accountants from the domestic independent auditor writing signatures on Dai Weizhong, Xu Wenxiang the auditor’s report How many consecutive years the certified public accountants have provided audit service for the Dai Weizhong four years, Xu Wenxiang two years 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 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 Index Involved to amount Decisions and Execution of Disclosur disclos General information Provision Progress (RMB’0,0 effects decisions e date ed 00) inform ation As for the lawsuit against The Compulsory Shandong Hongli Group Co., 1,436 None judgment Not applicable execution and Ltd., the defendant was made under the 40 Changchai Company, Limited Annual Report 2019 accumulatively owed the at the bankruptcy Company’s payment for goods second liquidation of RMB14.36 million. The instance Company filed an appeal to Changzhou Intermediate People’s Court in 2001 and applied to the court for compulsory execution in April 2002. At present, the said company is going into bankruptcy proceedings. 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 XV Equity Incentive Plans, Employee Stock Ownership Plans or Other Incentive Measures for Employees □ Applicable √ Not applicable 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. 41 Changchai Company, Limited Annual Report 2019 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 The Company and its controlling shareholder Changzhou Investment Group Co., Ltd. signed the Agreement of Transferring the Capital Contribution Right in Jiangsu Housheng New Energy Technology Co., Ltd. with Changzhou Synergetic Innovation Private Equity Fund (Limited Partnership), each transferee accepted the capital contribution right of RMB50 million in Jiangsu Housheng New Energy Technology Co., Ltd. Index to the current announcements about the said related-party transactions disclosed: Title of announcement Disclosure date Disclosure website Announcement on Joint Accepting the Transfer of the Capital Contribution Right in Jiangsu Housheng New Energy Technology 9 July 2019 Cninfo Co., Ltd. Held by Changzhou Synergetic Innovation Private Equity Fund (Limited Partnership) with Controlling Shareholders XVII Major Contracts and Execution thereof 1. Entrustment, Contracting and Leases (1) Entrustment □ Applicable √ Not applicable 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 42 Changchai Company, Limited Annual Report 2019 (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) Disclos Guara ure date Actual Havin ntee Actual of the Line of occurrence g for a guarante Type of Term of Obligor guarant guarant date (date of expire relate e guarantee guarantee ee line ee agreement d or d amount announc signing) not party ement or not Guarantees between the Company as the parent and its subsidiaries Disclos Guara ure date Actual Havin ntee Actual of the Line of occurrence g for a guarante Type of Term of Obligor guarant guarant date (date of expire relate e guarantee guarantee ee line ee agreement d or d amount announ signing) not party cement or not Changzhou Changchai 25 Housheng 25 December Joint Decemb 2,000 2,000 1 year No No Agricultural 2018 liability er 2018 Equipment Co., Ltd. Total actual amount Total approved line for such of such guarantees in guarantees in the Reporting 2,000 2,000 the Reporting Period Period (B1) (B2) Total actual balance Total approved line for such of such guarantees at guarantees at the end of the 2,000 the end of the 2,000 Reporting Period (B3) Reporting Period (B4) Guarantees provided between subsidiaries Disclos Guara Actual Havin ure date Actual ntee Line of occurrence g of the guarante Type of Term of for a Obligor guarant date (date of expire guarant e guarantee guarantee related ee agreement d or ee line amount party signing) not announ or not 43 Changchai Company, Limited Annual Report 2019 cement Total guarantee amount (total of the three kinds of guarantees above) Total actual Total guarantee line guarantee amount in approved in the Reporting 2,000 2,000 the Reporting Period Period (A1+B1+C1) (A2+B2+C2) Total actual Total approved guarantee guarantee balance at line at the end of the 2,000 the end of the 2,000 Reporting Period Reporting Period (A3+B3+C3) (A4+B4+C4) Total actual guarantee amount (A4+B4+C4) as % of the 0.95% 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 2,000 (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) 2,000 Explanation on possibility to bear joint liability due to N/A undue guarantees (if any) Explanation on the external guarantees in violation of N/A stipulated procedures (if any) (2) Irregularities in Provision of Guarantees □ Applicable √ Not applicable 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 44 Changchai Company, Limited Annual Report 2019 Broker financial Self-owned funds 2,850.00 1,000.00 0.00 products Particulars of cash entrusted for wealth management with single significant amount or low security, bad liquidity, and no capital preservation □ Applicable √ Not applicable 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 By taking "Provide Green Power for A Better Life" as its corporate mission and "Customer First, Staff First, Rewarding Shareholders and Benefiting the Society" as its core value, the Company pays attention to the interests of all parties, earnestly fulfill the responsibilities and obligations due to shareholders, employees, consumers, suppliers and other parties, actively shoulder the social responsibilities and achieve common development while maintaining scientific development and steady operation. After years of practice and continuous refinement and summary, the company has formed an enterprise culture system of "Love Country as well as Love Factory, Work Down to Earth as well as Good at Innovation, Strict in Discipline, and Noble in Ethics", it has become a qualified enterprise citizen, and strives to achieve the coordination and unity between enterprise development and ecological and environmental protection as well as social harmony. I. Adhere to standard operation and guaranty of interests of shareholders. In strict accordance with laws, regulations, rules and articles of association, the Company has established a perfect corporate governance structure and a sound internal control system, and it continuously strengthens the risk management and internal supervision, and improves the scientific character of decision. During the reporting period, the Company has standardized the disclosure of information, ensured the sincerity, accuracy and completeness of content, safeguarded the shareholders' right to know, and provided sufficient investment basis to investors. Through doing a good job in the careful organization and good management of investors, smooth and effective communication with shareholders as well as the accurate, complete, fair treatment of all shareholders, all shareholders enjoy fairness and guaranteed legitimate rights and interests entitled. II. Staff first, and protect the rights and interests of workers. The Company signs the labor contracts in accordance with the requirements of the Labor Law, Labor Contract Law and other laws and regulations, and it 45 Changchai Company, Limited Annual Report 2019 strictly implements the terms as required in contract, pays the social security for the employees and carries out the employee welfare physical examination as required by regulations, and guarantees the employee's annual leave, marriage leave, maternity leave and other leave rights and interests; it also takes care of employees' family affairs, balances their work and life, and provides spiritual comfort and practical help at critical moments. The Company attaches great importance to the protection of employees' rights and interests, pays attention to talent training, devotes itself to the common development of enterprises and employees, and strives to build a stable and harmonious labor-capital relationship. III. Prudence and integrity, and safeguard the rights and interests of consumers, customers and suppliers. By adhering to the principle of integrity management, benefit-sharing and mutual benefit, and upholding the enterprise ethics of "Advocating Science, Integrity and Trustworthiness ", the Company has organized the production and operation activities and product sales works, established long-term strategic partnership with suppliers and customers, taken the improvement of product quality and consumer satisfaction as an important work of the Company, and realized its own value in the process of creating values for consumers. The company attaches importance to the communication with the suppliers, and gives priority to the selection of advanced technology and environmental protection products to help the Company's energy conservation and environment protection during the production process. In the process of cooperating with suppliers, it carries out experience exchange, assists suppliers to improve product quality, and helps suppliers to grow. It improves services according to market demand and response and guarantees the rights and interests of customers, and continuously provides complete service for the market. IV. Steady operation and 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, and promotes the supporting application of products. The Company has continuously implemented the measures of energy conservation and emission reduction, improved the efficiency of energy utilization, and achieved remarkable results in cost and expenditure reduction, and it has promoted the Company to continuously improve its governance system and enhance its management level. 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. V. Support social welfare activities and give back to the society. In recent years, the Company has taken an active part in the local public welfare action week and donated money to help needy residents every year. Over the past years, the Company has organically combined economic development with social contribution, actively carried out various public welfare activities such as assisting "Agriculture, Rural Areas, and Rural Residents", caring students, voluntary blood donation, voluntary service, energy conservation and environmental protection, earnestly fulfilled enterprise social responsibility, and made due contributions to the harmonious and stable development of society with its practical actions. 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. 46 Changchai Company, Limited Annual Report 2019 3. Issues Related to Environmental Protection 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 47 Changchai Company, Limited Annual Report 2019 Part VI Share Changes and Shareholder Information I. Share Changes 1. Share Changes Unit: share Increase/decrease in the Before After Reporting Period (+/-) Sh Sha are res s as as div div ide ide nd Ne nd con Su Percenta w co ver Oth bt Percenta Shares Shares ge (%) iss nv ted er ot ge (%) ues ert fro al ed m fro cap m ital pr res ofi erv t es 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 0 0.00% 0 0.00% state-own Legal-person 3. Shares held by other 0 0.00% 0 0.00% domestic investors Among which: shares held by domestic legal 0 0.00% 0 0.00% person Shares held by domestic 0 0.00% 0 0.00% natural person 4.Oversea shareholdings 0 0.00% 0 0.00% Among which: shares held by oversea legal 0 0.00% 0 0.00% person 48 Changchai Company, Limited Annual Report 2019 Shares held by oversea 0 0.00% 0 0.00% natural person II. Unrestricted shares 561,374,326 100.00% 561,374,326 100.00% 1. RMB ordinary shares 411,374,326 73.28% 411,374,326 73.28% 2. Domestically listed 150,000,000 26.72% 150,000,000 26.72% foreign shares 3. Overseas listed foreign 0 0.00% 0 0.00% shares 4. Other 0 0.00% 0 0.00% III. Total shares 561,374,326 100.00% 561,374,326 100.00% Reasons for share changes: □ Applicable √ Not applicable Approval of share changes: □ Applicable √ Not applicable Transfer of share ownership: □ Applicable √ Not applicable Progress on any share repurchases: □ Applicable √ Not applicable Progress on reducing the repurchased shares by means of centralized bidding: □ Applicable √ Not applicable 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 □ Applicable √ Not applicable 49 Changchai Company, Limited Annual Report 2019 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 50,382 the month-end 48,072 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 Lei Yanqin 0.39% 2,181,447 2,181,447 natural person Domestic Gao Fenhuai natural 0.35% 1,950,000 1,950,000 person Domestic Hu Wenyong 0.28% 1,561,866 1,561,866 natural person Domestic Huang Guoliang natural 0.27% 1,528,891 1,528,891 person Domestic Li Suinan 0.27% 1,507,800 1,507,800 natural person Zhou Yong Domestic 0.27% 1,500,000 1,500,000 50 Changchai Company, Limited Annual Report 2019 natural person Domestic Xue Hong natural 0.23% 1,310,900 1,310,900 person Domestic Tao Xiaofang natural 0.22% 1,230,000 1,230,000 person 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 Lei Yanqin 2,181,447 RMB ordinary shares 2,181,447 Gao Fenhuai 1,950,000 RMB ordinary shares 1,950,000 Domestically listed Hu Wenyong 1,561,866 1,561,866 foreign shares Domestically listed Huang Guoliang 1,528,891 1,528,891 foreign shares Domestically listed Li Suinan 1,507,800 1,507,800 foreign shares Zhou Yong 1,500,000 RMB ordinary shares 1,500,000 Domestically listed Xue Hong 1,310,900 1,310,900 foreign shares Tao Xiaofang 1,230,000 RMB ordinary shares 1,230,000 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 between top 10 unrestricted Shareholding Alteration. 51 Changchai Company, Limited Annual Report 2019 public shareholders and top 10 shareholders Top 10 ordinary shareholders The shareholders Lei Yanqin and Gao Fenhuai respectively held 2,017,347 involved in securities margin shares and 1,950,000 shares of the Company through their credit accounts. 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. □ Yes √ No 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 representativ Date of Unified social credit Principal activity shareholder e/person in establishment code charge Property Changzhou Investment Chen Limin 20 June 2002 91320400467283980X investment and Group Co., Ltd 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 No such cases in the Reporting Period. 3. Actual Controller and Its Acting-in-Concert Parties Nature of the actual controller: Local institution for state-owned assets management Type of the actual controller: legal person Legal representativ Date of Unified social Name of actual controller Principal activity e/person in establishment credit code charge State-owned Assets Supervision and Liu Yuedong 01411025-1 Not applicable Administration Commission of 52 Changchai Company, Limited Annual Report 2019 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]),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 Supervision and Administration Commission of Changzhou Municipal People’s Government is 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 5. Limitations on Shareholding Decrease by the Company’s Controlling Shareholder, Actual Controller, Reorganizer and Other Commitment Makers □ Applicable √ Not applicable 53 Changchai Company, Limited Annual Report 2019 Part VII Preferred Shares □ Applicable √ Not applicable No preferred shares in the Reporting Period. 54 Changchai Company, Limited Annual Report 2019 Part VIII Convertible Corporate Bonds □ Applicable √ Not applicable No convertible corporate bonds in the Reporting Period. 55 Changchai Company, Limited Annual Report 2019 Part IX Directors, Supervisors, Senior Management and Staff I Change in Shareholdings of Directors, Supervisors and Senior Management Ending Incumbent/ Gende Name Office title Age Start of tenure End of tenure shareholding Former r (share) Shi Chairman of the Incumbent Male 56 18 October 2016 Up to now 0 Board Xinkun He Vice Chairman Jianguan Former Male 56 18 October 2016 29 January 2019 0 of the Board g Zhang Director, Incumbent Male 54 18 October 2016 Up to now 0 Xin General Manager Director, Shi Vice-general Incumbent Male 58 18 October 2016 Up to now 0 Jianchun Manager Lin Tian Director Incumbent Male 57 17 December 2018 Up to now 0 Zhang Femal Director Incumbent 62 18 October 2016 Up to now 0 Qiong e Li Independent Incumbent Male 46 18 October 2016 Up to now 0 Minghui director Independent Jia Bin Incumbent Male 42 18 October 2016 Up to now 0 director Feng Independent Incumbent Male 63 18 October 2016 Up to now 0 Genfu director Yin Vice-general Incumbent Male 56 18 October 2016 Up to now 0 Lihou Manager Vice-general Xu Yi Incumbent Male 56 18 October 2016 Up to now 0 Manager Liu Vice-general Incumbent Male 58 18 October 2016 Up to now 0 Xiaoyun Manager 56 Changchai Company, Limited Annual Report 2019 Wei Vice-general Incumbent Male 57 18 October 2016 Up to now 0 Jinxiang Manager Ni Chairman of the Minglian Supervisory Incumbent Male 53 18 October 2016 Up to now 0 g Committee Zhu Min Supervisor Incumbent Male 56 18 October 2016 Up to now 0 Xie Guozhon Supervisor Incumbent Male 51 18 October 2016 Up to now 0 g Lu Zhonggu Supervisor Incumbent Male 53 18 October 2016 Up to now 0 i Liu Yi Supervisor Incumbent Male 51 18 October 2016 Up to now 0 He Secretary of the Incumbent Male 41 18 October 2016 Up to now 0 Jianjiang 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 III Biographical Information Professional backgrounds, major work experience and current duties in the Company of the incumbent directors, supervisors and senior management: Shi Xinkun: Now he acts as vice-president of Changzhou Investment Group Co., Ltd., the Chairman of the Board and Party Secretary in the Company and the director in Jiangsu Housheng New Energy Technology Co., Ltd. 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, deputy Party Secretary of the Company and executive director of Jiangsu Changchai Machinery Co., Ltd. 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. 57 Changchai Company, Limited Annual Report 2019 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. 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, and independent Director of Datang International Power Generation Co., Ltd., China Securities Co., Ltd, Huaren Pharmaceutical Co., Ltd., Xi’An Shaangu Power Co.,Ltd. and 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 GCL Power (Group) 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 the Principal Staff Member of Organization and Personnel Division of Chanzhou Audit Bureau 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 Wanzhou and Changchai Machinery. He Jianjiang: He successively acted as the Section Member, Assistant Minister, Vice Minister of Investment and Development Department, Representative of Securities in the Company. Now he is Secretary of the Board and 58 Changchai Company, Limited Annual Report 2019 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: √ Applicable □ Not applicable Office Remuneration held in or allowance Start of End of Name Shareholding entity the from the tenure tenure sharehold shareholding ing entity entity Vice Changzhou Investment Group Co., December Lin Tian president, Yes Ltd. 2017 director Notes Now, he is the vice president and director of Changzhou Investment Group Co., Ltd. Offices held concurrently in other entities: √ Applicable □ Not applicable Remuneration or Office held in the End of Name Other entity Start of tenure allowance from entity tenure the entity Zhang Synergetic Funds Management Supervisor Yes Qiong Limited Nanjing University Doctoral Supervisor 1 April 2012 Baosheng Science & May 2019 Independent Director 3 December 2014 Technology Innovation Co., Ltd Li Nanjing Securities Co., Ltd Independent Director 12 May 2016 Yes Minghui Independent Director November Jiangsu Fasten Co., Ltd 20 April 2015 2019 GCL Power (Group) Co., Ltd. Independent Director 18 June 2019 Tianjin Research Institute of the Director of No.1 1 March 2009 Internal Combustion Engine Research office Secretary-general of Jia Bin Yes China Internal Combustion CICEIA Small 1 November 2011 Engine Industry Association Gasoline Engine Branch. Institute of Economics and Feng Professor and Finance in Xi’an Jiaotong 1 March 2016 Yes Genfu Doctoral Advisor University 59 Changchai Company, Limited Annual Report 2019 Datang International Power January Independent Director 30 June 2016 Generation Co., Ltd. 2020 China Securities Co., Ltd. Independent Director 15 May 2015 Huaren Pharmaceutical Co.,Ltd. Independent Director 28 August 2019 Xi’An Shaangu Power Co.,Ltd. Independent Director 19 December 2019 Notes None Punishments imposed in the recent three years by the securities regulator on the incumbent directors, supervisors 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 2019, 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 56 Incumbent 79.18 No Board Director, 79.18 Zhang Xin Male 54 Incumbent No General Manager Director, 79.18 Shi Jianchun Vice-general Male 58 Incumbent No Manager Lin Tian Director Male 57 Incumbent 0 Yes Zhang Qiong Director Female 62 Incumbent 0 No Independent Li Minghui Male 46 Incumbent 5 No director Jia Bin Independent Male 42 Incumbent 5 No 60 Changchai Company, Limited Annual Report 2019 director Independent Feng Genfu Male 63 Former 5 No director Vice-general Yin Lihou Male 56 Incumbent 68.67 No Manager Vice-general Xu Yi Male 56 Incumbent 69.14 No Manager Vice-general Liu Xiaoyun Male 58 Incumbent 69.14 No Manager Vice-general Wei Jinxiang Male 57 Incumbent 67.73 No Manager Chairman of the Ni Mingliang Supervisory Male 53 Incumbent 69.14 No Committee Zhu Min Supervisor Male 56 Incumbent 0 No Xie Guozhong Supervisor Male 51 Incumbent 54.17 No Lu Zhonggui Supervisor Male 53 Incumbent 17.01 No Liu Yi Supervisor Male 51 Incumbent 18.14 No Secretary of the He Jianjiang Male 41 Incumbent 40.45 No Board Total -- -- -- -- 726.13 -- 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 2,440 the parent Number of in-service employees of major subsidiaries 570 Total number of in-service employees 3,010 Total number of paid employees in the Reporting 3,010 Period 61 Changchai Company, Limited Annual Report 2019 Number of retirees to whom the Company as the parent or its major subsidiaries need to pay retirement 0 pensions Functions Function Employees Production 1,992 Sales 226 Technical 360 Financial 39 Administrative 308 Other 85 Total 3,010 Educational backgrounds Educational background Employees Junior high school graduates and below 1,356 High school graduates 852 College graduates and technical secondary school 525 graduates Bachelors 259 Masters and above 18 Total 3,010 62 Changchai Company, Limited Annual Report 2019 Part X 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 Date of the Meeting Type participation Disclosure date disclosed meeting ratio information 63 Changchai Company, Limited Annual Report 2019 The 2018 Annual General Annual General 0.01% 16 May 2019 17 May 2019 2019-019 Meeting 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 at board meetings and general meetings Total The number of Board independe board Board Board meetings nt director meetings Board meetings meetings the failed to General Independent the meetings attended attended independe attend two meetings director independe attended by way of through a nt director consecutiv attended nt director on site telecommu proxy failed to e board was nication attend meetings eligible to (yes/no) attend Li Minghui 9 2 7 0 0 No 1 Feng Genfu 9 2 7 0 0 No 1 Jia Bin 9 2 7 0 0 No 1 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 64 Changchai Company, Limited Annual Report 2019 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 Gongzheng Tianye Certified Public Accountants (Special General Partnership) as the audit institution of the Company in 2020. (2) Written opinions on financial statements of the Company issued by the Audit Committee 1) On 20 March 2020, 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 2019 in all material aspects. 2) With regard to the audited financial statements 2019, on 9 April 2020, the Audit Committee made the following resolution: the Audit Committee reviewed the financial statements 2019 audited by auditors, and believed that the said financial statements faithfully reflected the financial position of the Company as at 31 December 2019, as well as the business results and cash flows in 2019 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 2019: According to the annual audit plan jointly formulated by the Audit Committee and Gongzheng Tianye Certified Public Accountants (Special General Partnership), 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 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 2019, as well as the business results and cash flows in 2019, 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 2020 to review the matter concerning the employment of a CPAs firm for the audit in 2020, and the review opinion was as follows: Gongzheng Tianye Certified Public Accountants (Special General Partnership) had accomplished the audit of the Company 2018, and the auditor’s report reflected the actual financial status of the Company in 2019 objectively and fairly. 65 Changchai Company, Limited Annual Report 2019 The Audit Committee was satisfied with the audit conducted by Gongzheng Tianye Certified Public Accountants (Special General Partnership) and decided to continue to engage it as the audit institution of the Company in 2020. The said proposal was agreed to be submitted to the 24th 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 2019, based on the fulfillment of the main financial indicators and operation targets in 2019, which were determined in the Contract for Appraisal of Senior Executives in 2019. In the Reporting Period, based on relevant regulations and rules, the Remuneration & Appraisal Committee examined the remuneration of the Company’s senior executives in 2019 and issued opinions as follows: The Remuneration & Appraisal Committee held that, the remuneration of the Company’s senior executives in 2019 was in accordance with provisions in the Contract for Appraisal of Senior Executives in 2019, 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. 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 11 April 2020 control self-evaluation report Index to the disclosed internal 2020-013 control self-evaluation report 66 Changchai Company, Limited Annual Report 2019 Evaluated entities’ combined assets 100.00% as % of consolidated total assets Evaluated entities’ combined operating revenue as % of 100.00% consolidated operating revenue Identification standards for internal control weaknesses Weaknesses in internal control over Weaknesses in internal control Type financial reporting not 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 multiple groups with control defect Defects with the following which may lead the enterprise random characteristics should be seriously deviates the control target; recognized as serious defect: (2) Important defect: refers to one or 1) Seriously violated the national multiple groups with control defect laws and administrative with the severity and the economic regulations and the normative results lower than the great defect documents; but may still lead the enterprise 2) “three significant one great” seriously deviates the control target; event had not been through the (3) General defect: refers to other collective decision-making defect except for the great defect process; and significant defect. 3) the significant events involved Nature standard Nature standards: with the production and defects with the following random operation of the Company lacked characteristics should be recognized of systematic control or the as serious defect: institutional system was invalid; 1) the defect involves with the 4) the internal control of the malpractice of the Directors, information disclosure was Supervisors and Senior Executives; invalid, which led the Company 2) revised the disclosed financial be open condemned by the report; supervision department; 3) CPAs discovered the great 5) the serious defect from the misstatement among the current assessment results of the internal financial statement while which control had not been revised. could not be found during the operating process of the internal control; 4) the supervision from the Audit Committee and the internal audit institution of the enterprise was invalid. Quantitative standards: Refer to the quantitative criteria The quantitative standards of of the internal control defect of recognizing the significant degree of the financial report, to recognize Quantitative standard the misstatement (including the false the quantitative criteria of the negatives) of the consolidated significant degree of the internal financial report of the Company control defect of the 67 Changchai Company, Limited Annual Report 2019 based on the data from the 2019 non-financial report of the consolidated statements was as: Company as: Serious defect: misstatement≥5% of Serious defect: possibly caused the annual profits directly losses≥0.1% of the net Important defect: 2.5% of the annual assets profits≤ misstatement < 5% of the Important defect: 0.05% of the annual profits net assets≤ possibly caused General defect<2.5% of the annual directly losses < 0.1% of the net profits assets General defect: possibly caused 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 2019. Independent auditor’s report on internal control disclosed Disclosed or not Disclosure date 11 April 2020 Index to such report 2020-013 disclosed Type of the auditor’s opinion Unmodified unqualified opinion Material weaknesses in internal control not related None to financial reporting Indicate by tick mark whether any modified opinion is expressed in the independent auditor’s report on the Company’s internal control. □ Yes √ No 68 Changchai Company, Limited Annual Report 2019 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 69 Changchai Company, Limited Annual Report 2019 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 70 Changchai Company, Limited Annual Report 2019 Part XI 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. 71 Changchai Company, Limited Annual Report 2019 Part XII Financial Statements I Independent Auditor’s Report Type of the independent auditor’s opinion Unmodified unqualified opinion Date of signing this report 9 April 2020 Gongzheng Tianye Certified Public Accountants Name of the independent auditor (Special General Partnership) No. of the auditor’s report SGW[2020]A237 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 2019, 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 2019 and the consolidated and parent business performance and cash flow for 2019. 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 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 For details of accounting policies governing revenue recognition, please refer to the Note III-25 Revenue and the Note V-37 Operating Revenue and Cost of Sales. The operating revenue of the Company in 2019 is RMB2,040,133,700. 72 Changchai Company, Limited Annual Report 2019 Since the operating revenue is one of key performance indicators of the Company, and there is the inherent risk that the management may manipulate the timing of revenue recognition for the purpose of achieving certain goals or expectations, so we identify the revenue 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 Please refer to the accounting policies stipulated in the Note III-10 Impairment of Financial Assets and the Note V-4 Accounts Receivable. On 31 December 2019, as for accounts receivable of the Company, the carrying amount was RMB668.5874 million, the bad debt provision was RMB249.2917 million, and the carrying value was RMB419.2957 million, accounting for 12.03% of total assets at the period-end. The bad debt of accounts receivable due to failure of recovery at maturity or failure of recovery will generate significant impacts on financial statements, thus, we identify the impairment of accounts receivable as a key audit item. 2. Response for audit (1) Access Changchai’s internal control systems of sales and accounts receivable management to understand and evaluate the design of internal control, and carry out walk-through test to confirm the implementation of internal control systems. (2) Analyze and confirm the reasonableness of Changchai’s accounting estimates of bad debt provision for accounts receivable, including the basis for determining the combination of accounts receivable, the expected credit loss rate and the judgment of impairment test of accounts receivable evaluated individually. (3) Access and check the account receivable details, aging schedule, statement of provisions for bad debts, and confirm the reasonableness of bad debt provision for accounts receivable by combining with the request of confirmation of balance and subsequent collection inspection; (4) Understand the reasons for accounts receivable, check Changchai’s reconciliation and collection during the reporting period and any other data related to payment recovery, verify and confirm its accounts receivable without transaction dispute at the end of the reporting period, as well as the adequacy of bad debt provision for accounts receivable. (5) Send request for confirmation of balance, and confirm the authenticity and accuracy of the amount of accounts receivable on the balance sheet date by combining with subsequent inspection and other procedures. 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 2019 Annual Report other than the financial statements and our auditor’s report thereon. 73 Changchai Company, Limited Annual Report 2019 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 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. (3) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management. (4) Conclude on the appropriateness of the management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required by CAS to draw users’ attention in our auditor’s report to the related disclosures in the financial statements. If such disclosures are inadequate, we need to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. (5) Evaluate the overall presentation, structure and content of the financial statements, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. 74 Changchai Company, Limited Annual Report 2019 (6) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding the planned scope and timing of the audit and significant audit findings, including any noteworthy deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Gongzheng Tianye Certified Public Accountants Chinese CPA Dai Weizhong (Special General Partnership) (Engagement Partner) Chinese CPA Xu Wenxiang Wuxi China 9 April 2020 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 2019 31 December 2018 Current assets: Monetary assets 637,214,006.06 800,960,036.69 Settlement reserve Interbank loans granted Held-for-trading financial 10,000,000.00 assets Financial assets at fair value through profit or loss Derivative financial assets Notes receivable 606,283,023.05 495,370,782.47 Accounts receivable 419,295,665.51 378,859,159.11 75 Changchai Company, Limited Annual Report 2019 Accounts receivable financing Prepayments 12,930,546.16 11,352,297.10 Premiums receivable Reinsurance receivables Receivable reinsurance contract reserve Other receivables 10,597,073.18 9,244,584.42 Including: Interest receivable Dividends receivable Financial assets purchased under resale agreements Inventories 473,352,010.58 557,953,891.70 Contractual assets Assets classified as held for sale Current portion of non-current assets Other current assets 6,353,920.33 34,357,608.97 Total current assets 2,176,026,244.87 2,288,098,360.46 Non-current assets: Loans and advances to customers Investments in debt obligations Available-for-sale financial 498,851,369.49 assets Investments in other debt obligations Held-to-maturity investments Long-term receivables Long-term equity investments Investments in other equity 532,886,000.00 instruments Other non-current financial 77,952,101.63 assets Investment property 48,447,666.83 50,656,007.63 76 Changchai Company, Limited Annual Report 2019 Fixed assets 457,582,514.13 511,250,371.37 Construction in progress 91,358,156.24 89,090,384.71 Productive living assets Oil and gas assets Use rights assets Intangible assets 99,699,450.26 103,092,879.38 R&D expense Goodwill Long-term prepaid expense Deferred income tax assets 1,023,856.52 979,822.71 Other non-current assets Total non-current assets 1,308,949,745.61 1,253,920,835.29 Total assets 3,484,975,990.48 3,542,019,195.75 Current liabilities: Short-term borrowings 22,000,000.00 27,000,000.00 Borrowings from the central bank Interbank loans obtained Held-for-trading financial liabilities Financial liabilities at fair value through profit or loss Derivative financial liabilities Notes payable 403,035,000.00 438,375,400.00 Accounts payable 525,610,256.89 591,754,875.77 Advances from customers 30,836,615.21 34,500,232.97 Contractual liabilities Financial assets sold under repurchase agreements Customer deposits and interbank deposits Payables for acting trading of securities Payables for underwriting of securities Payroll payable 44,559,015.79 50,500,592.99 Taxes payable 9,094,382.58 7,066,085.89 77 Changchai Company, Limited Annual Report 2019 Other payables 203,840,127.19 199,412,250.90 Including: Interest payable 0.00 0.00 Dividends 3,891,433.83 3,891,433.83 payable Handling charges and commissions payable Reinsurance payables Liabilities directly associated with assets classified as held for sale Current portion of 18,500,000.00 non-current liabilities Other current liabilities 1,177,712.38 2,082,985.18 Total current liabilities 1,240,153,110.04 1,369,192,423.70 Non-current liabilities: Insurance contract reserve Long-term borrowings 0.00 2,000,000.00 Bonds payable Including: Preferred shares Perpetual bonds Lease liabilities Long-term payables Long-term payroll payable Provisions Deferred income 58,864,111.22 59,928,484.84 Deferred income tax 57,082,890.27 47,971,780.36 liabilities Other non-current liabilities Total non-current liabilities 115,947,001.49 109,900,265.20 Total liabilities 1,356,100,111.53 1,479,092,688.90 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 78 Changchai Company, Limited Annual Report 2019 Less: Treasury stock Other comprehensive income 317,059,775.00 264,405,675.00 Specific reserve 17,560,202.07 15,182,958.83 Surplus reserves 322,226,700.34 320,133,050.15 General reserve Retained earnings 726,689,929.10 717,883,351.33 Total equity attributable to owners of the Company as the 2,109,239,597.94 2,043,308,026.74 parent Non-controlling interests 19,636,281.01 19,618,480.11 Total owners’ equity 2,128,875,878.95 2,062,926,506.85 Total liabilities and owners’ 3,484,975,990.48 3,542,019,195.75 equity Legal representative: Shi Xinkun General Manager: Zhang Xin Head of the accounting department: Jiang He 79 Changchai Company, Limited Annual Report 2019 2. Balance Sheet of the Company as the Parent Unit: RMB Item 31 December 2019 31 December 2018 Current assets: Monetary assets 584,957,678.96 759,404,219.72 Held-for-trading financial assets Financial assets at fair value through profit or loss Derivative financial assets Notes receivable 576,948,023.05 490,519,795.91 Accounts receivable 337,447,538.04 300,357,283.81 Accounts receivable financing Prepayments 6,386,284.14 4,768,038.11 Other receivables 23,639,899.46 21,681,331.85 Including: Interest receivable Dividends receivable Inventories 368,653,472.39 437,423,195.46 Contractual assets Assets classified as held for sale Current portion of non-current assets Other current assets 3,898,333.51 23,099,858.67 Total current assets 1,901,931,229.55 2,037,253,723.53 Non-current assets: Investments in debt obligations Available-for-sale financial 470,940,000.00 assets Investments in other debt obligations Held-to-maturity investments Long-term receivables 80 Changchai Company, Limited Annual Report 2019 Long-term equity investments 251,752,730.03 241,752,730.03 Investments in other equity 532,886,000.00 instruments Other non-current financial 50,000,000.00 assets Investment property 48,447,666.83 50,656,007.63 Fixed assets 364,071,199.07 413,186,680.19 Construction in progress 89,330,161.60 87,007,215.91 Productive living assets Oil and gas assets Use rights assets Intangible assets 70,169,770.91 72,184,608.63 R&D expense Goodwill Long-term prepaid expense Deferred income tax assets 970,026.67 930,641.19 Other non-current assets Total non-current assets 1,407,627,555.11 1,336,657,883.58 Total assets 3,309,558,784.66 3,373,911,607.11 Current liabilities: Short-term borrowings 5,000,000.00 10,000,000.00 Held-for-trading financial liabilities Financial liabilities at fair value through profit or loss Derivative financial liabilities Notes payable 392,105,000.00 425,995,400.00 Accounts payable 481,854,210.18 561,555,397.44 Advances from customers 28,673,664.87 32,072,387.55 Contractual liabilities Payroll payable 39,125,477.30 43,597,759.22 Taxes payable 5,952,664.10 2,443,767.89 Other payables 191,962,821.35 185,022,961.56 Including: Interest payable 0.00 0.00 Dividends 3,243,179.97 3,243,179.97 payable 81 Changchai Company, Limited Annual Report 2019 Liabilities directly associated with assets classified as held for sale Current portion of 18,500,000.00 non-current liabilities Other current liabilities Total current liabilities 1,144,673,837.80 1,279,187,673.66 Non-current liabilities: Long-term borrowings Bonds payable Including: Preferred shares Perpetual bonds Lease liabilities Long-term payables Long-term payroll payable Provisions Deferred income 58,864,111.22 59,928,484.84 Deferred income tax 55,951,725.00 46,659,825.00 liabilities Other non-current liabilities Total non-current liabilities 114,815,836.22 106,588,309.84 Total liabilities 1,259,489,674.02 1,385,775,983.50 Owners’ equity: Share capital 561,374,326.00 561,374,326.00 Other equity instruments Including: Preferred shares Perpetual bonds Capital reserves 183,071,147.70 183,071,147.70 Less: Treasury stock Other comprehensive income 317,059,775.00 264,405,675.00 Specific reserve 17,560,202.07 15,182,958.83 Surplus reserves 322,226,700.34 320,133,050.15 Retained earnings 648,776,959.53 643,968,465.93 Total owners’ equity 2,050,069,110.64 1,988,135,623.61 Total liabilities and owners’ 3,309,558,784.66 3,373,911,607.11 equity 82 Changchai Company, Limited Annual Report 2019 3. Consolidated Income Statement Unit: RMB Item 2019 2018 1. Revenue 2,040,133,717.30 2,132,902,718.60 Including: Operating revenue 2,040,133,717.30 2,132,902,718.60 Interest income Premium income Handling charge and commission income 2. Costs and expenses 1,985,673,605.20 2,140,281,299.65 Including: Cost of sales 1,709,649,777.75 1,813,444,585.66 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 10,959,071.89 12,532,729.68 Selling expense 97,085,117.05 126,997,066.87 Administrative expense 106,183,133.40 116,027,838.96 R&D expense 66,221,376.27 72,182,840.78 Finance costs -4,424,871.16 -903,762.30 Including: Interest expense 5,722,554.43 4,553,608.46 Interest income 6,719,990.78 4,665,445.23 Add: Other income 5,312,295.51 6,291,685.65 Return on investment (“-” for loss) 7,951,711.61 113,270,824.83 Including: Share of profit or loss of joint ventures and associates Income from the derecognition of financial assets at amortized cost (“-” for loss) Foreign exchange gain (“-” for loss) Net gain on exposure hedges (“-” for loss) 83 Changchai Company, Limited Annual Report 2019 Gain on changes in fair value (“-” for -49,255.00 loss) Credit impairment loss (“-” for loss) -933,128.89 Asset impairment loss (“-” for loss) -42,371,202.17 -37,598,498.08 Asset disposal income (“-” for loss) 2,059,668.56 662,151.89 3. Operating profit (“-” for loss) 26,430,201.72 75,247,583.24 Add: Non-operating income 446,345.38 1,938,995.76 Less: Non-operating expense 219,341.54 1,474,218.49 4. Profit before tax (“-” for loss) 26,657,205.56 75,712,360.51 Less: Income tax expense 1,704,818.55 13,545,662.67 5. Net profit (“-” for net loss) 24,952,387.01 62,166,697.84 5.1 By operating continuity 5.1.1 Net profit from continuing 24,952,387.01 62,166,697.84 operations (“-” for net loss) 5.1.2 Net profit from discontinued operations (“-” for net loss) 5.2 By ownership 5.2.1 Net profit attributable to owners of 24,934,586.11 62,021,374.04 the Company as the parent 5.2.1 Net profit attributable to 17,800.90 145,323.80 non-controlling interests 6. Other comprehensive income, net of tax 52,654,100.00 -250,662,875.00 Attributable to owners of the Company as 52,654,100.00 -250,662,875.00 the parent 6.1 Items that will not be reclassified to 52,654,100.00 profit or loss 6.1.1 Changes caused by remeasurements on defined benefit pension schemes 6.1.2 Other comprehensive income that will not be reclassified to profit or loss under the equity method 6.1.3 Changes in the fair value of 52,654,100.00 investments in other equity instruments 6.1.4 Changes in the fair value of the company’s credit risks 6.1.5 Other 6.2 Items that will be reclassified to profit -250,662,875.00 or loss 84 Changchai Company, Limited Annual Report 2019 6.2.1 Other comprehensive income that will be reclassified to profit or loss under the equity method 6.2.2 Changes in the fair value of investments in other debt obligations 6.2.3 Gain/Loss on changes in the fair -250,662,875.00 value of available-for-sale financial assets 6.2.4 Other comprehensive income arising from the reclassification of financial assets 6.2.5 Gain/Loss arising from the reclassification of held-to-maturity investments to available-for-sale financial assets 6.2.6 Allowance for credit impairments in investments in other debt obligations 6.2.7 Reserve for cash flow hedges 6.2.8 Differences arising from the translation of foreign currency-denominated financial statements 6.2.9 Other Attributable to non-controlling interests 7. Total comprehensive income 77,606,487.01 -188,496,177.16 Attributable to owners of the Company as 77,588,686.11 -188,641,500.96 the parent Attributable to non-controlling interests 17,800.90 145,323.80 8. Earnings per share 8.1 Basic earnings per share 0.04 0.11 8.2 Diluted earnings per share 0.04 0.11 Legal representative: Shi Xinkun General Manager: Zhang Xin Head of the accounting department: Jiang He 85 Changchai Company, Limited Annual Report 2019 4. Income Statement of the Company as the Parent Unit: RMB Item 2019 2018 1. Operating revenue 1,866,291,739.39 1,968,727,065.36 Less: Cost of sales 1,575,626,989.46 1,689,706,860.63 Taxes and surcharges 8,407,285.53 9,550,011.21 Selling expense 89,281,567.68 113,219,756.42 Administrative expense 89,269,943.25 99,399,032.15 R&D expense 60,705,823.99 70,981,785.06 Finance costs -7,320,351.23 -2,269,683.27 Including: Interest expense 1,974,711.69 1,150,062.50 Interest income 6,955,017.26 4,320,565.70 Add: Other income 3,864,303.74 6,156,851.75 Return on investment (“-” for loss) 6,206,814.50 112,464,720.49 Including: Share of profit or loss of joint ventures and associates Income from the derecognition of financial assets at amortized cost (“-” for loss) Net gain on exposure hedges (“-” for loss) Gain on changes in fair value (“-” for loss) Credit impairment loss (“-” for loss) 750,844.30 Asset impairment loss (“-” for loss) -41,914,242.93 -33,088,706.77 Asset disposal income (“-” for loss) 2,072,367.71 577,265.23 2. Operating profit (“-” for loss) 21,300,568.03 74,249,433.86 Add: Non-operating income 13,825.00 1,231,701.78 Less: Non-operating expense 141,118.07 1,442,817.89 3. Profit before tax (“-” for loss) 21,173,274.96 74,038,317.75 Less: Income tax expense 236,773.02 9,759,917.90 4. Net profit (“-” for net loss) 20,936,501.94 64,278,399.85 4.1 Net profit from continuing operations 20,936,501.94 64,278,399.85 (“-” for net loss) 4.2 Net profit from discontinued operations (“-” for net loss) 86 Changchai Company, Limited Annual Report 2019 5. Other comprehensive income, net of tax 52,654,100.00 -250,662,875.00 5.1 Items that will not be reclassified to 52,654,100.00 profit or loss 5.1.1 Changes caused by remeasurements on defined benefit pension schemes 5.1.2 Other comprehensive income that will not be reclassified to profit or loss under the equity method 5.1.3 Changes in the fair value of 52,654,100.00 investments in other equity instruments 5.1.4 Changes in the fair value of the company’s credit risks 5.1.5 Other 5.2 Items that will be reclassified to profit or -250,662,875.00 loss 5.2.1 Other comprehensive income that will be reclassified to profit or loss under the equity method 5.2.2 Changes in the fair value of investments in other debt obligations 5.2.3 Gain/Loss on changes in the fair -250,662,875.00 value of available-for-sale financial assets 5.2.4 Other comprehensive income arising from the reclassification of financial assets 5.2.5 Gain/Loss arising from the reclassification of held-to-maturity investments to available-for-sale financial assets 5.2.6 Allowance for credit impairments in investments in other debt obligations 5.2.7 Reserve for cash flow hedges 5.2.8 Differences arising from the translation of foreign currency-denominated financial statements 5.2.9 Other 6. Total comprehensive income 73,590,601.94 -186,384,475.15 7. Earnings per share 7.1 Basic earnings per share 7.2 Diluted earnings per share 87 Changchai Company, Limited Annual Report 2019 5. Consolidated Cash Flow Statement Unit: RMB Item 2019 2018 1. Cash flows from operating activities: Proceeds from sale of commodities 2,172,685,126.88 2,425,197,716.22 and rendering of services Net increase in customer deposits and interbank deposits Net increase in borrowings from the 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 Interest, handling charges and commissions received Net increase in interbank loans obtained Net increase in proceeds from repurchase transactions Net proceeds from acting trading of securities Tax rebates 42,607,617.45 57,089,558.17 Cash generated from other 11,679,968.90 12,322,331.45 operating activities Subtotal of cash generated from 2,226,972,713.23 2,494,609,605.84 operating activities Payments for commodities and 1,820,127,110.80 1,748,699,087.54 services Net increase in loans and advances to customers Net increase in deposits in the central bank and in interbank loans granted Payments for claims on original insurance contracts 88 Changchai Company, Limited Annual Report 2019 Net increase in interbank loans granted Interest, handling charges and commissions paid Policy dividends paid Cash paid to and for employees 286,479,391.58 321,746,157.63 Taxes paid 19,775,735.08 33,740,896.03 Cash used in other operating 121,133,333.29 116,603,937.75 activities Subtotal of cash used in operating 2,247,515,570.75 2,220,790,078.95 activities Net cash generated from/used in -20,542,857.52 273,819,526.89 operating activities 2. Cash flows from investing activities: Proceeds from disinvestment 11,201,882.58 43,589,736.75 Return on investment 8,488,216.45 113,425,932.70 Net proceeds from the disposal of fixed assets, intangible assets and 326,835.85 979,093.38 other long-lived assets Net proceeds from the disposal of subsidiaries and other business units Cash generated from other investing activities Subtotal of cash generated from 20,016,934.88 157,994,762.83 investing activities Payments for the acquisition of fixed assets, intangible assets and 39,198,814.48 18,482,660.75 other long-lived assets Payments for investments 58,980,496.31 33,293,147.06 Net increase in pledged loans granted Net payments for the acquisition of subsidiaries and other business units Cash used in other investing activities Subtotal of cash used in investing 98,179,310.79 51,775,807.81 activities Net cash generated from/used in -78,162,375.91 106,218,955.02 investing activities 3. Cash flows from financing activities: 89 Changchai Company, Limited Annual Report 2019 Capital contributions received Including: Capital contributions by non-controlling interests to subsidiaries Borrowings obtained 34,000,000.00 40,700,000.00 Cash generated from other financing activities Subtotal of cash generated from 34,000,000.00 40,700,000.00 financing activities Repayments of borrowings 59,500,000.00 39,600,000.00 Payments for interest and dividends 19,005,058.96 19,322,496.75 Including: Dividends paid by subsidiaries to non-controlling interests Cash used in other financing activities Subtotal of cash used in financing 78,505,058.96 58,922,496.75 activities Net cash generated from/used in -44,505,058.96 -18,222,496.75 financing activities 4. Effect of foreign exchange rate 715,396.97 changes on cash and cash equivalents 5. Net increase in cash and cash -142,494,895.42 361,815,985.16 equivalents Add: Cash and cash equivalents, 687,079,639.59 325,263,654.43 beginning of the period 6. Cash and cash equivalents, end of 544,584,744.17 687,079,639.59 the period 90 Changchai Company, Limited Annual Report 2019 6. Cash Flow Statement of the Company as the Parent Unit: RMB Item 2019 2018 1. Cash flows from operating activities: Proceeds from sale of commodities 1,911,679,765.84 2,373,022,957.25 and rendering of services Tax rebates 34,035,423.13 40,981,398.83 Cash generated from other operating 9,754,947.38 10,293,262.16 activities Subtotal of cash generated from 1,955,470,136.35 2,424,297,618.24 operating activities Payments for commodities and 1,637,576,894.25 1,748,150,322.59 services Cash paid to and for employees 237,310,147.26 268,331,025.24 Taxes paid 8,675,558.38 21,464,799.34 Cash used in other operating 107,932,998.05 114,428,231.52 activities Subtotal of cash used in operating 1,991,495,597.94 2,152,374,378.69 activities Net cash generated from/used in -36,025,461.59 271,923,239.55 operating activities 2. Cash flows from investing activities: Proceeds from disinvestment 4,000,000.00 30,000,000.00 Return on investment 6,206,814.50 112,621,521.91 Net proceeds from the disposal of fixed assets, intangible assets and other 297,935.85 867,615.38 long-lived assets Net proceeds from the disposal of subsidiaries and other business units Cash generated from other investing 9,500,000.00 activities Subtotal of cash generated from 20,004,750.35 143,489,137.29 investing activities Payments for the acquisition of fixed assets, intangible assets and other 30,078,441.85 16,631,342.48 long-lived assets Payments for investments 60,000,000.00 10,000,000.00 Net payments for the acquisition of subsidiaries and other business units 91 Changchai Company, Limited Annual Report 2019 Cash used in other investing 9,500,000.00 activities Subtotal of cash used in investing 99,578,441.85 26,631,342.48 activities Net cash generated from/used in -79,573,691.50 116,857,794.81 investing activities 3. Cash flows from financing activities: Capital contributions received Borrowings obtained 5,000,000.00 10,000,000.00 Cash generated from other financing activities Subtotal of cash generated from 5,000,000.00 10,000,000.00 financing activities Repayments of borrowings 28,500,000.00 1,000,000.00 Payments for interest and dividends 16,009,069.84 17,991,292.28 Cash used in other financing activities Subtotal of cash used in financing 44,509,069.84 18,991,292.28 activities Net cash generated from/used in -39,509,069.84 -8,991,292.28 financing activities 4. Effect of foreign exchange rate 1,031,120.95 changes on cash and cash equivalents 5. Net increase in cash and cash -154,077,101.98 379,789,742.08 equivalents Add: Cash and cash equivalents, 651,854,206.79 272,064,464.71 beginning of the period 6. Cash and cash equivalents, end of the 497,777,104.81 651,854,206.79 period 92 Changchai Company, Limited Annual Report 2019 7. Consolidated Statements of Changes in Owners’ Equity 2019 Unit: RMB 2019 Equity attributable to owners of the Company as the parent Other equity instruments Less: Other Gen Non-cont Total Item Share Prefe Perpe Capital Trea compreh Specific Surplus eral Retained Ot rolling owners’ Subtotal capital rred tual Ot reserves sury ensive reserve reserves reser earnings her interests equity share bond her stock income ve s s 1. Balances as at the 561,374, 164,328, 264,405, 15,182,9 320,133, 717,883, 2,043,308, 19,618,48 2,062,926, end of 326.00 665.43 675.00 58.83 050.15 351.33 026.74 0.11 506.85 the prior year Add: Adjustm ents for changed accounti ng policies 93 Changchai Company, Limited Annual Report 2019 Adjustm ents for correctio ns of previous errors Adjustm ents for business combinat ions under common control Other adjustme nts 2. Balances as at the 561,374, 164,328, 264,405, 15,182,9 320,133, 717,883, 2,043,308, 19,618,48 2,062,926, beginnin 326.00 665.43 675.00 58.83 050.15 351.33 026.74 0.11 506.85 g of the year 94 Changchai Company, Limited Annual Report 2019 3. Increase/ decrease in the 52,654,1 2,377,24 2,093,65 8,806,57 65,931,57 65,949,37 17,800.90 period 00.00 3.24 0.19 7.77 1.20 2.10 (“-” for decrease ) 3.1 Total 52,654,1 24,934,5 77,588,68 77,606,48 compreh 17,800.90 00.00 86.11 6.11 7.01 ensive income 3.2 Capital increase d and reduced by owners 3.2. 1 Ordinary shares increase d by owners 95 Changchai Company, Limited Annual Report 2019 3.2. 2 Capital increase d by holders of other equity instrume nts 3.2. 3 Share-ba sed payment s included in owners’ equity 3.2. 4 Other 3.3 Profit 2,093,65 -16,128,0 -14,034,35 -14,034,35 distributi 0.19 08.34 8.15 8.15 on 96 Changchai Company, Limited Annual Report 2019 3.3.1 Appropri 2,093,65 -2,093,65 ation to 0.19 0.19 surplus reserves 3.3.2 Appropri ation to general reserve 3.3.3 Appropri ation to -14,034,3 -14,034,35 -14,034,35 owners 58.15 8.15 8.15 (or sharehol ders) 3.3.4 Other 3.4 Transfers within owners’ equity 97 Changchai Company, Limited Annual Report 2019 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 98 Changchai Company, Limited Annual Report 2019 3.4.4 Changes in defined benefit pension schemes transferr ed to retained earnings 3.4.5 Other compreh ensive income transferr ed to retained earnings 3.4.6 Other 3.5 2,377,24 2,377,243. 2,377,243. Specific 3.24 24 24 reserve 99 Changchai Company, Limited Annual Report 2019 3.5.1 3,868,72 3,868,727. 3,868,727. Increase 7.07 07 07 in the period 3.5.2 1,491,48 1,491,483. 1,491,483. Used in 3.83 83 83 the period 3.6 Other 4. Balances as at the 561,374, 164,328, 317,059, 17,560,2 322,226, 726,689, 2,109,239, 19,636,28 2,128,875, end of 326.00 665.43 775.00 02.07 700.34 929.10 597.94 1.01 878.95 the period 2018 Unit: RMB 2018 Equity attributable to owners of the Company as the parent Other equity instruments Less: Other Gen Non-cont Total Item Share Prefe Perpe Capital Trea comprehe Specific Surplus eral Retained Ot rolling owners’ Subtotal capital rred tual Ot reserves sury nsive reserve reserves reser earnings her interests equity share bond her stock income ve s s 100 Changchai Company, Limited Annual Report 2019 1. Balances as at the 561,374, 164,328, 515,068,5 13,289,0 313,705, 679,131, 2,246,896, 19,473,1 2,266,370, end of 326.00 665.43 50.00 59.21 210.16 047.06 857.86 56.31 014.17 the prior year Add: Adjustm ents for changed accounti ng policies Adjustm ents for correctio ns of previous errors Adjustm ents for business combinat ions under common control 101 Changchai Company, Limited Annual Report 2019 Other adjustme nts 2. Balances as at the 561,374, 164,328, 515,068,5 13,289,0 313,705, 679,131, 2,246,896, 19,473,1 2,266,370, beginnin 326.00 665.43 50.00 59.21 210.16 047.06 857.86 56.31 014.17 g of the year 3. Increase/ decrease in the -250,662, 1,893,89 6,427,83 38,752,3 -203,588, 145,323. -203,443, period 875.00 9.62 9.99 04.27 831.12 80 507.32 (“-” for decrease ) 3.1 Total -250,662, 62,021,3 -188,641, 145,323. -188,496, compreh 875.00 74.04 500.96 80 177.16 ensive income 3.2 Capital increase d and reduced by owners 102 Changchai Company, Limited Annual Report 2019 3.2. 1 Ordinary shares increase d by owners 3.2. 2 Capital increase d by holders of other equity instrume nts 3.2. 3 Share-ba sed payment s included in owners’ equity 3.2. 4 Other 103 Changchai Company, Limited Annual Report 2019 3.3 Profit 6,427,83 -23,269,0 -16,841,2 -16,841,2 distributi 9.99 69.77 29.78 29.78 on 3.3.1 Appropri 6,427,83 -6,427,83 ation to 9.99 9.99 surplus reserves 3.3.2 Appropri ation to general reserve 3.3.3 Appropri ation to -16,841,2 -16,841,2 -16,841,2 owners 29.78 29.78 29.78 (or sharehol ders) 3.3.4 Other 104 Changchai Company, Limited Annual Report 2019 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 105 Changchai Company, Limited Annual Report 2019 3.4.4 Changes in defined benefit pension schemes transferr ed to retained earnings 3.4.5 Other compreh ensive income transferr ed to retained earnings 3.4.6 Other 3.5 1,893,89 1,893,899. 1,893,899. Specific 9.62 62 62 reserve 106 Changchai Company, Limited Annual Report 2019 3.5.1 4,135,80 4,135,805. 4,135,805. Increase 5.99 99 99 in the period 3.5.2 2,241,90 2,241,906. 2,241,906. Used in 6.37 37 37 the period 3.6 Other 4. Balances as at the 561,374, 164,328, 264,405,6 15,182,9 320,133, 717,883, 2,043,308, 19,618,4 2,062,926, end of 326.00 665.43 75.00 58.83 050.15 351.33 026.74 80.11 506.85 the period 107 Changchai Company, Limited Annual Report 2019 8. Statements of Changes in Owners’ Equity of the Company as the Parent 2019 Unit: RMB 2019 Other equity instruments Less: Other Item Share Preferr Perpetu Capital Treasu Specific Surplus Retained Oth Total owners’ Oth comprehensi capital ed al reserves ry reserve reserves earnings er equity er ve income shares bonds stock 1. Balances as at the end 561,374,326 183,071,147 264,405,675 15,182,958 320,133,050 643,968,465 1,988,135,623 of the prior .00 .70 .00 .83 .15 .93 .61 year Add: Adjustment s for changed accounting policies Adjustment s for corrections of previous errors Other adjustments 108 Changchai Company, Limited Annual Report 2019 2. Balances as at the 561,374,326 183,071,147 264,405,675 15,182,958 320,133,050 643,968,465 1,988,135,623 beginning .00 .70 .00 .83 .15 .93 .61 of the year 3. Increase/ decrease in 52,654,100. 2,377,243. 2,093,650.1 4,808,493.6 the period 61,933,487.03 00 24 9 0 (“-” for decrease) 3.1 Total 52,654,100. 20,936,501. comprehens 73,590,601.94 00 94 ive income 3.2 Capital increased and reduced by owners 3.2.1 Ordinary shares increased by owners 3.2.2 Capital increased by holders of other equity instruments 109 Changchai Company, Limited Annual Report 2019 3.2.3 Share-based payments included in owners’ equity 3.2.4 Other 3.3 Profit 2,093,650.1 -16,128,008. -14,034,358.1 distribution 9 34 5 3.3.1 Appropriati 2,093,650.1 -2,093,650.1 on to 9 9 surplus reserves 3.3.2 Appropriati on to -14,034,358. -14,034,358.1 owners (or 15 5 shareholder s) 3.3.3 Other 3.4 Transfers within owners’ equity 110 Changchai Company, Limited Annual Report 2019 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 111 Changchai Company, Limited Annual Report 2019 3.4.5 Other comprehens ive income transferred to retained earnings 3.4.6 Other 3.5 2,377,243. Specific 2,377,243.24 24 reserve 3.5.1 3,868,727. Increase in 3,868,727.07 07 the period 3.5.2 1,491,483. Used in the 1,491,483.83 83 period 3.6 Other 4. Balances as at the end 561,374,326 183,071,147 317,059,775 17,560,202 322,226,700 648,776,959 2,050,069,110 of the .00 .70 .00 .07 .34 .53 .64 period 2018 Unit: RMB 2018 Item Share Other equity instruments Capital Less: Other Specific Surplus Retained Oth Total owners’ 112 Changchai Company, Limited Annual Report 2019 capital Preferr Perpetu reserves Treasu comprehensi reserve reserves earnings er equity Oth ed al ry ve income er shares bonds stock 1. Balances as at the 561,374,326 183,071,147 515,068,550. 13,289,059 313,705,210 602,959,135 2,189,467,42 end of the .00 .70 00 .21 .16 .85 8.92 prior year Add: Adjustment s for changed accounting policies Adjustment s for corrections of previous errors Other adjustments 2. Balances as at the 561,374,326 183,071,147 515,068,550. 13,289,059 313,705,210 602,959,135 2,189,467,42 beginning .00 .70 00 .21 .16 .85 8.92 of the year 3. Increase/ decrease in -250,662,875 1,893,899. 6,427,839.9 41,009,330. -201,331,805. the period .00 62 9 08 31 (“-” for decrease) 113 Changchai Company, Limited Annual Report 2019 3.1 Total -250,662,875 64,278,399. -186,384,475. comprehens .00 85 15 ive income 3.2 Capital increased and reduced by owners 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 114 Changchai Company, Limited Annual Report 2019 3.3 Profit 6,427,839.9 -23,269,069. -16,841,229.7 distribution 9 77 8 3.3.1 Appropriati 6,427,839.9 -6,427,839.9 on to 9 9 surplus reserves 3.3.2 Appropriati on to -16,841,229. -16,841,229.7 owners (or 78 8 shareholder s) 3.3.3 Other 3.4 Transfers within owners’ equity 3.4.1 Increase in capital (or share capital) from capital reserves 115 Changchai Company, Limited Annual Report 2019 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 comprehens ive income transferred to retained earnings 3.4.6 Other 116 Changchai Company, Limited Annual Report 2019 3.5 1,893,899. Specific 1,893,899.62 62 reserve 3.5.1 4,135,805. Increase in 4,135,805.99 99 the period 3.5.2 2,241,906. Used in the 2,241,906.37 37 period 3.6 Other 4. Balances as at the 561,374,326 183,071,147 264,405,675. 15,182,958 320,133,050 643,968,465 1,988,135,62 end of the .00 .70 00 .83 .15 .93 3.61 period 117 Changchai Company, Limited Annual Report 2019 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 Gongzheng Tianye Certified Public Accountants (Special General Partnership) 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 2020. The consolidated scope of the Company of the Reporting Period includes the Company as the parent and 6 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 Company prepared financial statements in accordance with The Accounting Standards for Business 118 Changchai Company, Limited Annual Report 2019 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 Company 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 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 financial instruments,withdrawal method of the bad debt provision of the accounts receivable, the measurement of the inventory and the depreciation of the fixed assets etc. 1. Statement of Compliance with the Accounting Standards for Business Enterprises The financial statements prepared by the Company are in compliance with in compliance with the Accounting Standards for Business Enterprises, which factually and completely present the Company’s and the Company’s financial positions, business results and cash flows and other relevant information. 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 Company purchasing assets for processing to realizing cash or cash equivalents. An operating cycle for the Company is 12 months, which is also the classification criterion for the liquidity of its assets and liabilities. 119 Changchai Company, Limited Annual Report 2019 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 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 120 Changchai Company, Limited Annual Report 2019 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 Company 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 Company 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 Company 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 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 Company 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 121 Changchai Company, Limited Annual Report 2019 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 Company according to the original shareholding percentage in the subsidiary, is recorded in investment gains for the period when the Company’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 Company 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 Company classifies joint arrangements into joint operations and joint ventures. A joint operation refers to a joint arrangement where the Company 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 Company’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 Company’s stake in the joint operation; (3) Recognizes the income from sale of the Company’s share in the output of the joint operation (4) Recognizes the income from sale of the joint operation’s outputs according to the Company’s stake in it (5) Recognizes the expense solely incurred to the Company and the expense incurred to the joint operation according to the Company’s stake in it. 8. Recognition Standard for Cash and Cash Equivalents In the Company’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. 122 Changchai Company, Limited Annual Report 2019 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) Classification of Financial Instruments The Company classifies the financial assets when initially recognized into the following three categories based on the business model for financial assets management and characteristics of contractual cash flow of financial assets: financial assets measured at amortized cost, financial assets at fair value through other comprehensive income (debt instruments) and financial assets at fair value through profit or loss Financial liabilities were classifies when initially recognized into financial liabilities at fair value through profit or loss and financial liabilities measured at amortized cost. (2) Recognition Basis and Measurement Method for Financial Instruments ① Financial assets measured at amortized cost Financial assets at amortized cost include notes receivable, accounts receivable, other receivables, long-term receivables, and investment in debt obligations which are initially measured at fair value and related transaction cost shall be recorded into the initial recognized amount. For accounts receivable excluding significant financing 123 Changchai Company, Limited Annual Report 2019 and accounts receivable that the Company decides not to consider financing components less than one year, the initial measurement shall be made at the contract transaction price. The interest calculated with actual rates for the holding period shall be recorded into the current profit or loss. When recovered or disposed, the difference between the price obtained and the carrying value of the financial assets shall be recorded into the current profit or loss. ② Financial assets at fair value through other comprehensive income (debt instruments) Financial assets at fair value through other comprehensive income (debt instruments) include accounts receivable financing and investment in other debt obligations which are initially measured at fair value and related transaction cost shall be recorded into the initial recognized amount. The subsequent measurement of the financial assets shall be at fair value and changes of fair value except for interest calculated with actual rates, impairment losses or gains and exchange gains or losses shall be recorded into other comprehensive income. When derecognized, the accumulated gains or losses originally recorded into other comprehensive income shall be transferred into the current profit or loss. ③ Financial assets at fair value through other comprehensive income (equity instruments) Financial assets at fair value through other comprehensive income (equity instruments) include investment in other equity instruments, etc. which are initially measured at fair value and related transaction cost shall be recorded into the initial recognized amount. The subsequent measurement of the financial assets shall be at fair value and changes of fair value shall be recorded into other comprehensive income. The dividends obtained shall be recorded into the current profit or loss. When derecognized, the accumulated gains or losses originally recorded into other comprehensive income shall be transferred into retained earnings. ④ Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss include held-for-trading financial assets, derivative financial assets and other non-current financial assets which are initially measured at fair value and the related transaction cost shall be recorded into the current profit or loss. The subsequent measurement of the financial assets shall be at fair value and the changes of fair value shall be recorded into the current profit or loss. ⑤ Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include held-for-trading financial liabilities and derivative financial liabilities which are initially measured at fair value and the related transaction cost shall be recorded into the current profit or loss. The subsequent measurement of the financial liabilities shall be at fair value and the changes of fair value shall be recorded into the current profit or loss. When derecognized, the difference between the carrying value and the paid consideration shall be recorded into the current profit or loss. ⑥ Financial liabilities at amortized cost Financial liabilities at amortized cost include short-term borrowings, notes payable, accounts payable, other payables, long-term borrowings, bonds payable and long-term payables which are initially measured at fair value and the related transaction cost shall be recorded into the initial recognized amount. The interest calculated with actual rates for the holding period shall be recorded into the current profit or loss. When derecognized, the difference between the paid consideration and the carrying value of the financial liabilities shall be recorded into the current profit or loss. (3) Recognition Basis and Measurement of Transfer of Financial Assets Where the Company has transferred 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 separately recognize the rights and obligations generated retained from the transfer as assets or liabilities. If it retained nearly all of the risks and rewards related to the ownership of the financial asset, it shall continue to recognize the transferred financial asset. 124 Changchai Company, Limited Annual Report 2019 Where the Company does not transfer or retain nearly all of the risks and rewards related to the ownership of a financial asset, it shall deal with it according to the circumstances as follows, respectively: (1) If it gives up its control over the financial asset, it shall stop recognizing the financial asset and separately recognize the rights and obligations generated retained from the transfer as assets or liabilities; (2) If it does not give up its control over the financial asset, it shall, according to the extent of its continuous involvement in the transferred financial asset, recognize the related financial asset and recognize the relevant liability accordingly. If the transfer of an entire financial asset satisfies the conditions for stopping recognition, the difference between the amounts of the following 2 items shall be recorded in the profits and losses of the current period: (1) The carrying value of the transferred financial asset on the derecognition date; (2) The sum of consideration received from the transfer of financial assets, and derecognition amount among the accumulative amount of the changes of the fair value originally recorded in the other comprehensive income (the financial assets involve transfer are investments in debt instruments at fair value through other comprehensive income. If the transfer of partial financial asset satisfies the conditions to stop the recognition, the entire carrying value of the transferred financial asset shall, between the portion whose recognition has been stopped and the portion whose recognition has not been stopped, be apportioned according to their respective relative fair value on the transfer date, and the difference between the amounts of the following two items shall be included into the profits and losses of the current period: (1)The carrying value of the portion whose recognition has been stopped; (2)The sum of consideration of the portion whose recognition has been stopped, and derecognition amount among the accumulative amount of the changes of the fair value originally recorded in the other comprehensive income (the financial assets involve transfer are investments in debt instruments at fair value through other comprehensive income. (4) Derecognition Basis of Financial Liabilities A financial liability or part of it can be derecognized after its current obligation has been relieved in full or in part. (5) Recognition of Fair Value of Financial Assets and Financial Liabilities The fair value of financial instruments with an active market is determined by the quoted price in the active market. For financial instruments without active market, the fair value is determined by valuation techniques. The Company adopts the valuation techniques applicable to the current conditions which are supported by sufficient data and other information for valuation, and selects the input values consistent with the characteristics of assets or liabilities considered by market participants in asset or liability transactions, with priority to observable input values. Unobservable input values are used only when relevant observable input values are not available or practical. (6) Impairment of financial instrument ① Impairment measurement and accounting handling of financial instrument Based on expected credit loss, the Company conducts impairment handling and confirms credit impairment loss for financial assets which is measured by amortized cost, debt instrument investment which is measured by fair value and whose change is calculated into other comprehensive profits, financial guarantee contract Expected credit loss refers to weighted average of credit loss of financial instrument which takes the risk of contract breach occurrence as the weight. Credit loss refers to the difference between all contract cash flow which is converted into cash according to actual interest rate and receivable according to contract and all cash flow which to be charged as expected, i.e. current value of all cash shortage. Among it, as for financial asset purchased or original which has had credit impairment, it should be converted into cash according actual interest rate of this financial asset after credit adjustment. As for financial asset purchased or original which has had credit impairment, the Company only confirms 125 Changchai Company, Limited Annual Report 2019 cumulative change of expected credit loss within the whole duration after initial confirmation on the balance sheet date as loss reserve. As for accounts receivable which don’t include major financing contents or the Company does not consider financing contents in contract which is less than one year, the Company applies simplified measurement method, and measures loss reserve according to amount of expected credit loss within the whole duration. As for account receivable of rental and accounts receivable including major financing contents, the Company applies simplified measurement method, and measure loss reserve according to amount of expected credit loss within the whole duration. As for financial asset beyond above mentioned measurement methods, the Company evaluates whether its credit risk has increased obviously since the initial confirmation on each balance sheet date. In case credit risk has increased obviously, the Company measures the loss reserve according to amount of expected credit loss within the whole duration; in case the credit risk does not increase obviously, the Company measures loss reserve according to the amount of expected credit loss in next 12 months. By utilizing obtainable rational and well grounded information, including forward-looking information, comparing the risk of contract breach on balance sheet date and risk of contract breach on initial confirmation date, the Company confirms whether the credit risk of financial instrument has increased obviously from initial confirmation. On balance sheet date, in case the Company judges that the financial instrument just has relatively low credit risk, then it will be assumed that credit risk of the financial instrument has not increased obviously. Based on single financial instrument or financial portfolio, the Company evaluates expected credit risk and measures expected credit loss. When based on financial instrument portfolio, the Company takes common risk characteristics as the basis, and divides financial instruments into different portfolios. The Company measures expected credit loss again on each balance sheet date, the increase of loss reserve or amount which is transfer back generated by it is calculated into current profits and losses as impairment profits or losses. As for financial asset which is measured by amortized cost, loss reserve offsets the carrying value of the financial asset listed in the balance sheet; as for debt investment which is measured by fair value and whose change is calculated into other comprehensive profits, the Company confirms its loss reserve in other comprehensive profits and does not offset the carrying value of the financial asset. ② For notes receivable, accounts receivable, other receivables and long-term receivables with objective evidence indicating impairment and those suitable for individual evaluation, the Company carries out impairment test separately to confirm expected credit loss and prepare provision for impairment of single items. For notes receivable, accounts receivable and other receivables without objective evidence of impairment, or a single financial asset with expected credit loss impossible to be assessed at a reasonable cost, the Company divides the receivables into groups according to the characteristics of credit risk, and calculate the expected credit loss based on receivable groups. Accounts receivable with expected credit losses measured by groups Specific groups and method of measuring expected credit loss Item Recognition basis Method of measuring expected credit losses Bank’s acceptance bills Consulting historical experience in credit losses, receivable combining current situation and prediction for future Bill type economic situation, the expected credit loss shall be Trade acceptance bills accounted through exposure at default and the expected receivable credit loss rate over the entire life 126 Changchai Company, Limited Annual Report 2019 Accounts Aging group Prepare the comparative list between aging of accounts receivable-credit risk receivable and expected credit loss rate over the entire life characteristics group and calculate the expected credit loss by consulting historical experience in credit losses, combining current situation and prediction for future economic situation Accounts Consulting historical experience in credit losses, receivable-intercourse combining current situation and prediction for future Related party within the funds among related party economic situation, the expected credit loss shall be consolidation scope group within the accounted through exposure at default and the expected consolidation scope credit loss rate over the entire life Accounts receivable-the comparative list between aging of credit risk characteristic group and expected credit loss rate over the entire life Aging Withdrawal proportion Within 1 year 2.00% 1 to 2 years 5.00% 2 to 3 years 15.00% 3 to 4 years 30.00% 4 to 5 years 60.00% Over 5 years 100.00% Other receivables with expected credit losses measured by groups Specific groups and method of measuring expected credit loss Item Recognition basis Method of measuring expected credit losses Consulting historical experience in credit losses, combining current situation and prediction for future Other receivables-aging economic situation, the expected credit loss shall be Aging group analysis group accounted through exposure at default and the expected credit loss rate within the next 12 months or over the entire life Other Consulting historical experience in credit losses, receivables-intercourse Related party within combining current situation and prediction for future funds among related party the consolidation economic situation, the expected credit loss shall be group within the scope accounted through exposure at default and the expected consolidation scope credit loss rate over the entire life For the measurement of impairment loss of other receivables, refer to the aforesaid measurement of impairment loss of accounts receivable. 127 Changchai Company, Limited Annual Report 2019 11. Notes Receivable See “10. Financial Instruments”. 12. Accounts Receivable See “10. Financial Instruments”. 13. Inventory (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 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. 14. Classified as Assets Held for Sale The Company recognizes the components (or the non-current assets) which meet with the following 128 Changchai Company, Limited Annual Report 2019 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. 15. 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 Company 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. 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 129 Changchai Company, Limited Annual Report 2019 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 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 Company, should be adjusted according to the accounting policies of the Company 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 Company 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, 130 Changchai Company, Limited Annual Report 2019 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 Company 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 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 131 Changchai Company, Limited Annual Report 2019 Company 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. 16. Investment Real Estate Measurement mode of investment real estate: Measurement of cost method 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 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. 17. 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. 132 Changchai Company, Limited Annual Report 2019 (2) Depreciation Method Category of fixed assets Method Useful life Annual deprecation Housing and building Average method of useful 20-40 2.50%-5% life Machinery equipment Average method of useful 6-15 6.67%-16.67% life Transportation equipment Average method of useful 5-10 10%-20% life Average method of useful Other equipment 5-10 10%-20% life (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 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 133 Changchai Company, Limited Annual Report 2019 18. Construction in Progress (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. 19. 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 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 134 Changchai Company, Limited Annual Report 2019 capitalization rate shall be calculated and determined in light of the weighted average interest rate of the general borrowing. 20. 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. 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. 135 Changchai Company, Limited Annual Report 2019 21. 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 Company 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. 22. Amortization Method of Long-term Deferred Expenses Long-term deferred expanses of the Company shall be recorded in light of the actual expenditure, and 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. 23. 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 Company 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. 136 Changchai Company, Limited Annual Report 2019 (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. 24. 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 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. 25. Revenue Has the Company implemented the new standards governing revenues □Yes √ 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 137 Changchai Company, Limited Annual Report 2019 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. 26. 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 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 138 Changchai Company, Limited Annual Report 2019 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. 27. 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 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. 28. 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 139 Changchai Company, Limited Annual Report 2019 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. 29. 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 Company 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 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. 140 Changchai Company, Limited Annual Report 2019 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. 30. Changes in Main Accounting Policies and Estimates (1) Change of Accounting Policies √ Applicable □ Not applicable 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 On 27 August 2019, the (CK[2019]No. 6) issued by the Ministry of Finance on 30 Company held the 20th April 2019 requires the companies which have Meeting of the 8th Board implemented the new standards governing financial of Directors and the 16th Refer to (1) of instruments but not the new standards governing revenue Meeting of the 8th other notes for and lease or companies which have implemented the new Supervisory Committee details standards governing financial instruments and revenue but and approved the Proposal not the new standards governing lease to adjust items of on Changes of Some financial statements in line with requirements in Appendix Accounting Policies 1 and Appendix 2 of this 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: (1) Influence of Changes in Formats of Financial statements Affected items in the consolidated balance sheet and amount thereof: 141 Changchai Company, Limited Annual Report 2019 31 December 2018 1 January 2019 Notes receivable and 874,229,941.58Notes receivable 495,370,782.47 accounts receivable Accounts receivable 378,859,159.11 Notes payable and accounts 1,030,130,275.77Notes payable 438,375,400.00 payable 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 790,877,079.72Notes receivable 490,519,795.91 accounts receivable Accounts receivable 300,357,283.81 Notes payable and 987,550,797.44 Notes payable 425,995,400.00 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 Affected by Affected by Item 31 December 2018 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 financial 8,253,873.41 8,253,873.41 assets Available-for-sale financial 498,851,369.49 -498,851,369.49 assets Investment in other equity 472,150,000.00 1,210,000.00 470,940,000.00 instruments Other non-current financial 27,911,369.49 27,911,369.49 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 Affected by Affected by Item 31 December 2018 1 January 2019 classification and impairment of measurement financial assets Available-for-sale financial 470,940,000.00 -470,940,000.00 assets Investment in other equity 471,350,000.00 410,000.00 470,940,000.00 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 142 Changchai Company, Limited Annual Report 2019 (2) Changes in Accounting Estimates □ Applicable √ Not applicable (3) Adjustments to the Financial Statements at the Beginning of the First Execution Year of any New Standards Governing Financial Instruments, Revenue or Leases √ Applicable □ Not applicable Consolidated Balance Sheet Unit: RMB Item 31 December 2018 1 January 2019 Adjustment Current assets: Monetary assets 800,960,036.69 800,960,036.69 Settlement reserve Interbank loans granted Held-for-trading financial assets 8,253,873.41 8,253,873.41 Financial assets at fair value through profit or loss Derivative financial assets Notes receivable 495,370,782.47 495,370,782.47 Accounts receivable 378,859,159.11 378,859,159.11 Accounts receivable financing Prepayments 11,352,297.10 11,352,297.10 Premiums receivable Reinsurance receivables Receivable reinsurance contract reserve Other receivables 9,244,584.42 9,244,584.42 Including: Interest receivable Dividends receivable Financial assets purchased under resale agreements Inventories 557,953,891.70 557,953,891.70 Contractual assets Assets classified as held for sale Current portion of non-current 143 Changchai Company, Limited Annual Report 2019 assets Other current assets 34,357,608.97 26,103,735.56 -8,253,873.41 Total current assets 2,288,098,360.46 2,288,098,360.46 Non-current assets: Loans and advances to customers Investments in debt obligations Available-for-sale financial assets 498,851,369.49 -498,851,369.49 Investments in other debt obligations Held-to-maturity investments Long-term receivables Long-term equity investments Investments in other equity 470,940,000.00 470,940,000.00 instruments Other non-current financial assets 27,911,369.49 27,911,369.49 Investment property 50,656,007.63 50,656,007.63 Fixed assets 511,250,371.37 511,250,371.37 Construction in progress 89,090,384.71 89,090,384.71 Productive living assets Oil and gas assets Right-of-use assets Intangible assets 103,092,879.38 103,092,879.38 R&D expense Goodwill Long-term prepaid expense Deferred income tax assets 979,822.71 979,822.71 Other non-current assets Total non-current assets 1,253,920,835.29 1,253,920,835.29 Total assets 3,542,019,195.75 3,542,019,195.75 Current liabilities: Short-term borrowings 27,000,000.00 27,000,000.00 Borrowings from central bank Interbank loans obtained Held-for-trading financial liabilities 144 Changchai Company, Limited Annual Report 2019 Financial liabilities at fair value through profit or loss Derivative financial liabilities Notes payable 438,375,400.00 438,375,400.00 Accounts payable 591,754,875.77 591,754,875.77 Advances from customers 34,500,232.97 34,500,232.97 Financial assets sold under repurchase agreements Customer deposits and interbank deposits Payables for acting trading of securities Payables for underwriting of securities Payroll payable 50,500,592.99 50,500,592.99 Taxes payable 7,066,085.89 7,066,085.89 Other payables 199,412,250.90 199,412,250.90 Including: Interest payable Dividends payable 3,891,433.83 3,891,433.83 Handling charges and commissions payable Reinsurance payables Contractual liabilities Liabilities directly associated with assets classified as held for sale Current portion of non-current 18,500,000.00 18,500,000.00 liabilities Other current liabilities 2,082,985.18 2,082,985.18 Total current liabilities 1,369,192,423.70 1,369,192,423.70 Non-current liabilities: Insurance contract reserve Long-term borrowings 2,000,000.00 2,000,000.00 Bonds payable Including: Preferred shares Perpetual bonds Lease liabilities 145 Changchai Company, Limited Annual Report 2019 Long-term payables Long-term payroll payable Provisions Deferred income 59,928,484.84 59,928,484.84 Deferred income tax liabilities 47,971,780.36 47,971,780.36 Other non-current liabilities Total non-current liabilities 109,900,265.20 109,900,265.20 Total liabilities 1,479,092,688.90 1,479,092,688.90 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 264,405,675.00 264,405,675.00 Specific reserve 15,182,958.83 15,182,958.83 Surplus reserves 320,133,050.15 320,133,050.15 General reserve Retained earnings 717,883,351.33 717,883,351.33 Total equity attributable to owners of 2,043,308,026.74 2,043,308,026.74 the Company as the parent Non-controlling interests 19,618,480.11 19,618,480.11 Total owners’ equity 2,062,926,506.85 2,062,926,506.85 Total liabilities and owners’ equity 3,542,019,195.75 3,542,019,195.75 Note for adjustment In 2017, the Ministry of Finance revised the Accounting Standards for Business Enterprises No.22-Recognition and Measurement of Financial Instruments, Accounting Standards for Business Enterprises No.23-Transfer of Financial Assets, Accounting Standards for Business Enterprises No.24-Hedge Accounting and Accounting Standards for Business Enterprises No.37-Presentation of Financial Instruments, and required companies listed domestically to implement since 1 January 2019. In accordance with the standards, for financial instruments not derecognized yet on the execution date, when there is inconsistence between the original recognition & measurement and the requirements of the revised standards, retroactive adjustment is needed. For the inconsistence between the prior comparative financial statement data and the requirements of the revised standards, no adjustment is needed. The Company starts to implement the new standards governing financial instruments since 1 January 2019. Financial assets originally recorded into available-for-sale financial assets shall be classified into financial assets 146 Changchai Company, Limited Annual Report 2019 at fair value through other comprehensive income and presented as investment in other equity instruments in financial statements. Balance Sheet of the Company as the Parent Unit: RMB Item 31 December 2018 1 January 2019 Adjustment Current assets: Monetary assets 759,404,219.72 759,404,219.72 Held-for-trading financial assets Financial assets at fair value through profit or loss Derivative financial assets Notes receivable 490,519,795.91 490,519,795.91 Accounts receivable 300,357,283.81 300,357,283.81 Accounts receivable financing Prepayments 4,768,038.11 4,768,038.11 Other receivables 21,681,331.85 21,681,331.85 Including: Interest receivable Dividends receivable Inventories 437,423,195.46 437,423,195.46 Contractual assets Assets classified as held for sale Current portion of non-current assets Other current assets 23,099,858.67 23,099,858.67 Total current assets 2,037,253,723.53 2,037,253,723.53 Non-current assets: Investments in debt obligations Available-for-sale financial assets 470,940,000.00 -470,940,000.00 Investments in other debt obligations Held-to-maturity investments Long-term receivables Long-term equity investments 241,752,730.03 241,752,730.03 Investments in other equity 470,940,000.00 470,940,000.00 instruments 147 Changchai Company, Limited Annual Report 2019 Other non-current financial assets Investment property 50,656,007.63 50,656,007.63 Fixed assets 413,186,680.19 413,186,680.19 Construction in progress 87,007,215.91 87,007,215.91 Productive living assets Oil and gas assets Right-of-use assets Intangible assets 72,184,608.63 72,184,608.63 R&D expense Goodwill Long-term prepaid expense Deferred income tax assets 930,641.19 930,641.19 Other non-current assets Total non-current assets 1,336,657,883.58 1,336,657,883.58 Total assets 3,373,911,607.11 3,373,911,607.11 Current liabilities: Short-term borrowings 10,000,000.00 10,000,000.00 Held-for-trading financial liabilities Financial liabilities at fair value through profit or loss Derivative financial liabilities Notes payable 425,995,400.00 425,995,400.00 Accounts payable 561,555,397.44 561,555,397.44 Advances from customers 32,072,387.55 32,072,387.55 Contractual liabilities Payroll payable 43,597,759.22 43,597,759.22 Taxes payable 2,443,767.89 2,443,767.89 Other payables 185,022,961.56 185,022,961.56 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 18,500,000.00 18,500,000.00 liabilities 148 Changchai Company, Limited Annual Report 2019 Other current liabilities Total current liabilities 1,279,187,673.66 1,279,187,673.66 Non-current liabilities: Long-term borrowings Bonds payable Including: Preferred shares Perpetual bonds Lease liabilities Long-term payables Long-term payroll payable Provisions Deferred income 59,928,484.84 59,928,484.84 Deferred income tax liabilities 46,659,825.00 46,659,825.00 Other non-current liabilities Total non-current liabilities 106,588,309.84 106,588,309.84 Total liabilities 1,385,775,983.50 1,385,775,983.50 Owners’ equity: Share capital 561,374,326.00 561,374,326.00 Other equity instruments Including: Preferred shares Perpetual bonds Capital reserves 183,071,147.70 183,071,147.70 Less: Treasury stock Other comprehensive income 264,405,675.00 264,405,675.00 Specific reserve 15,182,958.83 15,182,958.83 Surplus reserves 320,133,050.15 320,133,050.15 Retained earnings 643,968,465.93 643,968,465.93 Total owners’ equity 1,988,135,623.61 1,988,135,623.61 Total liabilities and owners’ equity 3,373,911,607.11 3,373,911,607.11 Note for adjustment In 2017, the Ministry of Finance revised the Accounting Standards for Business Enterprises No.22-Recognition and Measurement of Financial Instruments, Accounting Standards for Business Enterprises No.23-Transfer of Financial Assets, Accounting Standards for Business Enterprises No.24-Hedge Accounting and Accounting Standards for Business Enterprises No.37-Presentation of Financial Instruments, and required 149 Changchai Company, Limited Annual Report 2019 companies listed domestically to implement since 1 January 2019. In accordance with the standards, for financial instruments not derecognized yet on the execution date, when there is inconsistence between the original recognition & measurement and the requirements of the revised standards, retroactive adjustment is needed. For the inconsistence between the prior comparative financial statement data and the requirements of the revised standards, no adjustment is needed. The Company starts to implement the new standards governing financial instruments since 1 January 2019. Financial assets originally recorded into available-for-sale financial assets shall be classified into financial assets at fair value through other comprehensive income and presented as investment in other equity instruments in financial statements. (4) Retroactive Adjustments to Comparative Data of Prior Years when First Execution of any New Standards Governing Financial Instruments or Leases □ Applicable √ Not applicable VI. Taxation 1. Main Taxes and Tax Rate Category of taxes Tax basis Tax rate VAT Payable to sales revenue 16%, 13%, 11%, 10%, 6% Urban maintenance and Tax paid in accordance with the tax Taxable turnover amount construction tax regulations of tax units location Enterprise income tax Taxable income 25% or 15% 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 25% Co., Ltd. Changzhou Housheng Investment Co., Ltd. 5% Changzhou Changchai Housheng Agricultural 25% Equipment Co., Ltd. Changzhou Fuji Changchai Robin Gasoline Engine 25% Co., Ltd. Jiangsu Changchai Machinery Co., Ltd. 25% 150 Changchai Company, Limited Annual Report 2019 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. The controlling subsidiary-Changzhou Housheng Investment Co., Ltd. shall pay the corporate income tax at tax rate 5% from 1 January 2019 to 31 December 2021 in accordance with the Notice of the Implementation of Inclusive Tax Reduction Policy to Small and Micro Enterprises by Ministry of Finance and the National Administration of the Taxation. VII. Notes to Major Items in the Consolidated Financial Statements of the Company 1. Monetary Assets Unit: RMB Item Ending balance Beginning balance Cash on hand 153,975.35 441,363.70 Bank deposits 543,923,045.33 684,620,907.41 Other monetary assets 93,136,985.38 115,897,765.58 Total 637,214,006.06 800,960,036.69 Of which: Total amount deposited overseas Total amount of restriction in use by guaranteed, 92,629,261.89 113,880,397.10 pledged or frozen At the period-end, the restricted monetary assets of the Company was RMB92,629,261.89, of which RMB90,770,574.15 was the cash deposit for bank acceptance bills, RMB986,662.74 was cash deposit for L/C, and RMB872,025.00 was cash deposit for environment. 2. Trading Financial Assets Unit: RMB Item Ending balance Beginning balance Financial assets assigned measured by fair value and the 10,000,000.00 8,253,873.41 changes be included in the current gains and losses Of which: Financial products 10,000,000.00 8,253,873.41 151 Changchai Company, Limited Annual Report 2019 Total 10,000,000.00 8,253,873.41 Refer to “XII. Financial Statements (V) 30. Changes in Main Accounting Policies and Estimates” for the difference between beginning balance and ending balance in the prior period (31 December 2018) for details. 3. Notes Receivable (1) Notes Receivable Listed by Category Unit: RMB Item Ending balance Beginning balance Bank acceptance bill 606,283,023.05 495,370,782.47 Total 606,283,023.05 495,370,782.47 (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 366,776,726.29 Total 366,776,726.29 (4) Notes Transferred to Accounts Receivable because Drawer of the Notes Failed to Execute the Contract or Agreement 4. Accounts Receivable (1) Accounts Receivable Classified by Category Unit: RMB Ending balance Beginning balance Carrying Bad debt Carrying Bad debt amount provision amount provision Carryi Category Withd Withd Carryin ng Amou Propo Amou rawal Amou Propor Amou rawal g value value nt rtion nt propo nt tion nt propor rtion tion 152 Changchai Company, Limited Annual Report 2019 Accounts receivable for 35,53 33,44 32,020 31,133 which bad debt 94.13 2,084, 97.23 887,436. 4,574. 5.31% 9,794. ,727.5 5.135 ,291.1 provision % 780.14 % 42 55 41 3 1 separately accrued Of which: Accounts receivable with significant 30,64 28,55 2,084, 28,20 27,317 amount for 93.20 96.85 887,436 2,717. 4.58% 7,937. 780.1 5,070. 4.52% ,634.1 which bad debt % % .42 62 48 4 58 6 provision separately accrued Accounts receivable with insignificant 4,891, 4,891, 3,815, amount for 100.0 3,815, 100.0 856.9 0.73% 856.9 656.9 0.61% which bad debt 0% 656.95 0% 3 3 5 provision separately accrued Accounts receivable for 633,0 215,8 417,2 591,4 213,51 which bad debt 94.69 34.10 94.87 36.10 377,971 52,84 41,95 10,88 89,45 7,727. provision % % % % ,722.69 3.24 7.87 5.37 0.66 97 accrued by group Of which: Accounts receivable for which bad debt 633,0 215,8 417,2 591,4 213,51 94.69 34.10 94.87 36.10 377,971 provision 52,84 41,95 10,88 89,45 7,727. % % % % ,722.69 accrued by 3.24 7.87 5.37 0.66 97 credit risk features group 668,5 249,2 419,2 623,5 244,65 100.0 37.29 100.00 39.24 378,859 Total 87,41 91,75 95,66 10,17 1,019. 0% % % % ,159.11 7.79 2.28 5.51 8.19 08 Account receivables withdrawn bad debt provision separately with significant amount in the period end: Unit: RMB 153 Changchai Company, Limited Annual Report 2019 Ending balance Name Withdrawal Reason of Carrying amount Bad debt provision proportion withdrawal Expected to Customer 1 1,470,110.64 1,470,110.64 100.00 difficultly recover Customer 2 1,902,326.58 1,902,326.58 100.00 Difficult to recover Customer 3 6,215,662.64 6,215,662.64 100.00 Difficult to recover Expected to Customer 4 2,445,367.85 2,177,128.33 89.03 difficultly recover Expected to Customer 5 3,633,081.23 1,816,540.61 50.00 difficultly recover Expected to Customer 6 3,279,100.00 3,279,100.00 100.00 difficultly recover Expected to Customer 7 2,068,377.01 2,068,377.01 100.00 difficultly recover Customer 8 5,359,381.00 5,359,381.00 100.00 Difficult to recover Customer 9 2,584,805.83 2,584,805.83 100.00 Difficult to recover Customer 10 1,684,504.84 1,684,504.84 100.00 Difficult to recover Total 30,642,717.62 28,557,937.48 -- -- Accounts receivable for which bad debt provision accrued by credit risk features group: Unit: RMB Ending balance Aging Accounts receivable Bad debt provision Withdrawal proportion Within 1 year 399,534,844.49 7,990,697.36 2.00 % 1 to 2 years 17,871,570.68 893,578.54 5.00 % 2 to 3 years 7,948,315.22 1,192,247.28 15.00 % 3 to 4 years 2,241,585.32 672,475.60 30.00 % 4 to 5 years 908,921.11 545,352.67 60.00 % Over 5 years 204,547,606.42 204,547,606.42 100.00 % Total 633,052,843.24 215,841,957.87 -- Notes of the basis of determining the group: The accounts receivable was adopted the aging analysis based on the months when the accounts incurred actually, among which the accounts incurred earlier will be priority to be settled in terms of the capital turnover. Explanation of the input value and assumption adopted to determine the withdrawal amount of bad debt provision on the Current Period: With reference to the experience of the historical credit loss, combining with the prediction of the present status and future financial situation, the comparison table was prepared between the aging of the accounts receivable and estimated credit loss rate in the duration and to calculate the estimated credit 154 Changchai Company, Limited Annual Report 2019 loss. Please refer to the relevant information of disclosure of bad debt provision of other accounts receivable if adopting the general mode of expected credit loss to withdraw bad debt provision of accounts receivable. □ Applicable √ Not applicable Disclosure by aging Unit: RMB Aging Carrying amount Within 1 year (including 1 year) 400,301,753.19 1 to 2 years 19,983,341.14 2 to 3 years 11,370,168.43 Over 3 years 236,932,155.03 3 to 4 years 4,987,170.10 4 to 5 years 1,346,662.43 Over 5 years 230,598,322.50 Total 668,587,417.79 (2) Bad Debt Provision Withdrawn, Reversed or Recovered in the Reporting Period Information of bad debt provision withdrawn: Unit: RMB Changes in the Reporting Period Beginning Category Reversal or Ending balance balance Withdrawal Write-off recovery Bad debt provision 31,133,291.11 3,347,105.92 1,030,602.62 33,449,794.41 withdrawn separately Bad debt provision 213,517,727.97 3,598,115.60 1,273,885.70 215,841,957.87 withdrawn by group Total 244,651,019.08 6,945,221.52 2,304,488.32 249,291,752.28 Of which bad debt provision reversed or recovered with significant amount in the Reporting Period: No. 155 Changchai Company, Limited Annual Report 2019 (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 Unit: RMB Proportion to total ending Ending balance of Ending balance of bad debt Name of the entity balance of accounts accounts receivable provision receivable Customer 1 170,103,568.50 25.44% 3,402,071.37 Customer 2 23,896,557.76 3.57% 477,931.16 Customer 3 21,182,519.25 3.17% 423,650.39 Customer 4 21,885,020.77 3.27% 437,700.42 Customer 5 18,470,927.36 2.76% 369,418.55 Total 255,538,593.64 38.21% 5,110,771.87 5. Prepayments (1) List by Aging Analysis Unit: RMB Ending balance Beginning balance Aging Amount Proportion Amount Proportion Within 1 year 10,819,576.65 83.67 9,535,876.40 84.01% 1 to 2 years 993,030.99 7.68 437,529.70 3.85% 2 to 3 years 115,335.90 0.89 57,536.24 0.51% Over 3 years 1,002,602.62 7.76 1,321,354.76 11.63% Total 12,930,546.16 -- 11,352,297.10 -- (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 RMB5,494,349.33 accounting for 42.49% of the total ending balance of prepayments. 6. Other Receivables Unit: RMB Item Ending balance Beginning balance Interest receivable 0.00 0.00 156 Changchai Company, Limited Annual Report 2019 Dividends receivable 0.00 0.00 Other receivables 10,597,073.18 9,244,584.42 Total 10,597,073.18 9,244,584.42 (1) Other Receivables 1) Other Receivables Classified by Account Nature Unit: RMB Item Ending carrying amount Beginning carrying amount Margin and cash pledge 7,758.60 4,200.00 Intercourse funds 25,293,372.77 25,451,250.34 Petty cash and borrowings by employees 3,203,041.67 1,232,153.09 Other 15,374,916.41 15,546,601.57 Total 43,879,089.45 42,234,205.00 2) Withdrawal of Bad Debt Provision □ Applicable □ Not applicable Unit: RMB First stage Second stage Third stage Expected loss in the Expected credit Expected loss in the Bad debt provision duration (credit Total loss of the next duration (credit impairment not 12 months impairment occurred) occurred) Balance of 1 32,989,620.58 32,989,620.58 January 2019 Balance of 1 January 2019 in the —— —— —— —— Current Period --Transfer to Second stage -- Transfer to Third stage -- Reverse to Second stage -- Reverse to First stage 157 Changchai Company, Limited Annual Report 2019 Withdrawal of the 296,359.94 296,359.94 Current Period Reversal of the 3,964.25 3,964.25 Current Period Write-offs of the Current Period Verification of the Current Period Other changes Balance of 31 33,282,016.27 33,282,016.27 December 2019 Changes of carrying amount with significant amount changed of loss provision in the Current Period □ Applicable √ Not applicable Disclosure by aging Unit: RMB Aging Carrying amount Within 1 year (including 1 year) 7,635,227.47 1 to 2 years 1,651,595.88 2 to 3 years 1,531,378.71 Over 3 years 33,060,887.39 3 to 4 years 231,294.13 4 to 5 years 96,930.77 Over 5 years 32,732,662.49 Total 43,879,089.45 3) Bad Debt Provision Withdrawn, Reversed or Recovered in the Reporting Period Information of bad debt provision withdrawn: Unit: RMB Changes in the Reporting Period Beginning Reversal Category Write- Ending balance balance Withdrawal or Other off recovery 158 Changchai Company, Limited Annual Report 2019 Bad debt provision 5,011,963.16 30,485.42 5,042,448.58 withdrawn separately Bad debt provision 27,977,657.42 265,874.52 3,964.25 28,239,567.69 withdrawn by group Total 32,989,620.58 296,359.94 3,964.25 33,282,016.27 4) There Was No Particulars of the Actual Verification of Other Receivables during the Reporting Period 5) Top 5 of the Ending Balance of the Other Receivables Collected according to the Arrears Party Unit: RMB Proportion to Ending balance Name of the total ending Nature Ending balance Aging of bad debt entity balance of other provision receivables Changzhou Changjiang Intercourse Casting 5,000,000.00 Within 1 year 11.39% 100,000.00 funds Materials Co., Ltd. Changzhou Intercourse Compressors 2,940,000.00 Over 5 years 6.70% 2,940,000.00 funds Factory Changchai Intercourse Group Imp. & 2,853,188.02 Over 5 years 6.50% 2,853,188.02 funds Exp. Co., Ltd. Changzhou New District Intercourse 1,626,483.25 Over 5 years 3.71% 1,626,483.25 Accounting funds Centre Changzhou Group Intercourse 1,140,722.16 Over 5 years 2.60% 1,140,722.16 Settlement funds Centre Total -- 13,560,393.43 -- 30.90% 8,660,393.43 159 Changchai Company, Limited Annual Report 2019 7. Inventories Whether the Company has executed the new revenue standards □ Yes √ No (1) Category of Inventory Unit: RMB Ending balance Beginning balance Item Carrying Falling price Carrying Carrying Falling price Carrying amount reserves value amount reserves value Raw 125,757,856. 119,218,025. 134,454,498. 5,845,504.24 128,608,994. 6,539,831.39 materials 89 50 93 69 Materials 993,300.18 12,336,933.1 12,444,566.4 12,261,455.1 processed on 183,111.28 13,330,233.2 1 1 3 commission 9 Goods in 142,399,981. 26,985,350.1 115,414,631. 166,798,553. 24,187,100.5 142,611,452. process 66 4 52 34 4 80 Finished 239,694,354. 15,404,153.2 224,290,201. 288,979,920. 16,035,855.0 272,944,065. goods 77 9 48 46 3 43 Low priced 2,180,265.53 1,452,445.67 and easily 3,373,235.80 1,205,538.85 2,167,696.95 worn articles 3,632,711.20 523,669,995. 50,317,984.9 473,352,010. 607,195,917. 49,242,025.5 557,953,891. Total 53 5 58 22 2 70 (2) Falling Price Reserves of Inventories Unit: RMB Increase Decrease Beginning Ending Item Reversal or balance Withdrawal Other Other balance write-off Raw 5,845,504.24 707,004.81 12,677.66 6,539,831.39 materials Materials processed on 993,300.18 810,188.90 183,111.28 commission Goods in 24,187,100.54 26,985,350.14 24,187,100.54 26,985,350.14 process 160 Changchai Company, Limited Annual Report 2019 Finished 16,035,855.03 15,194,526.31 15,826,228.05 15,404,153.29 goods Low priced and easily 2,180,265.53 974,726.68 1,205,538.85 worn articles Total 49,242,025.52 42,886,881.26 41,810,921.83 50,317,984.95 (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 8. Other Current Assets Whether the Company has executed the new revenue standards □ Yes √ No Unit: RMB Item Ending balance Beginning balance The VAT tax credits 6,014,692.92 25,962,369.29 Prepaid expense 98,856.26 86,761.81 Other 240,371.15 54,604.46 Total 6,353,920.33 26,103,735.56 9. Creditor’s Rights Investment Unit: RMB Ending balance Beginning balance Item Impairment Impairment Carrying amount Carrying value Carrying amount Carrying value provision provision Entrusted loan 4,000,000.00 4,000,000.00 Total 4,000,000.00 4,000,000.00 Withdrawal of impairment provision Unit: RMB First stage Second stage Third stage Expected loss in Expected loss in the Expected credit the duration Bad debt provision duration (credit Total loss of the next (credit impairment not 12 months impairment occurred) occurred) 161 Changchai Company, Limited Annual Report 2019 Balance of 1 January 2019 4,000,000.00 4,000,000.00 Balance of 1 January 2019 in —— —— —— —— the Current Period --Transfer to Second stage -- Transfer to Third stage -- Reverse to Second stage -- Reverse to First stage Withdrawal of the Current Period Reversal of the Current 4,000,000.00 4,000,000.00 Period Write-offs of the Current Period Verification of the Current Period Other changes Balance of 31 December 2019 Changes of carrying amount with significant amount changed of loss provision in the Current Period □ Applicable √ Not applicable 10. Long-term Equity Investment Unit: RMB Changes in the Reporting Period Gains Adjust Endin Begin and Cash Endin ment Withd g ning losses bonus g of rawal balanc balanc Additi Reduc recogn Chang or balanc Invest other of e of e onal ed ized es of profits e ees compr deprec Other deprec (carryi invest invest under other annou (carryi ehensi iation iation ng ment ment the equity nced ng ve reserv reserv value) equity to value) incom es es metho issue e d II. Associated enterprises 162 Changchai Company, Limited Annual Report 2019 Beijin g Tsingh ua Indust rial 44,182 0 0 Invest .50 ment Mana gemen t Co., Ltd. Subtot 44,182 0 0 al .50 44,182 Total 0 0 .50 11. Other Equity Instrument Investment Unit: RMB Item Ending balance Beginning balance Changzhou Synergetic Innovation Private Equity Fund (Limited 100,000,000.00 100,000,000.00 Partnership) Other equity instrument 432,886,000.00 370,940,000.00 investment measured by fair value Total 532,886,000.00 470,940,000.00 Disclosure of non-trading equity instrument investment in the reporting period by item: Unit: RMB Amount of other Reason of other Reason for assigning to Accu compressive comprehensive measure at fair value and Recognized mulati income income Item Accumulative gains changes recorded into dividends income ve transferred to transferred to other comprehensive losses retained retained income earnings earnings Foton Motor Co., Non-trading equity 39,015,000.00 Ltd. investment Non-trading equity Bank of Jiangsu 6,069,000.00 22,860,000.00 investment 163 Changchai Company, Limited Annual Report 2019 Jiangsu Expressway Non-trading equity 71,000.00 Co., Ltd. investment Changzhou Synergetic Innovation Private Non-trading equity Equity Fund investment (Limited Partnership) Total 6,069,000.00 61,946,000.00 Refer to “XII. Financial Statements (V) 30. Changes in Main Accounting Policies and Estimates” for the difference between beginning balance and ending balance in the prior period (31 December 2018) for details. The stocks of listed companies such as Foton Motor Co., Ltd. held by the Company belong to non-trading equity investment. Therefore, the investment was divided into the financial assets assigned measured by fair value and the changes be included in the other comprehensive income. 12. Other Non-current Financial Assets Unit: RMB Item Ending balance Beginning balance Jiangsu Liance Electromechanical Technology Co., Ltd. 7,200,000.00 7,200,000.00 Kailong High Technology Co., Ltd. 20,001,268.00 20,001,268.00 Guizhou Warmen Pharmaceutical Co, Ltd. 200,104.80 200,104.80 Guizhou Anda Energy Technology Co., Ltd. 195,297.49 195,297.49 Henan Lantian Gas Co., Ltd. 160,744.76 160,744.76 Hebei Songhe Recycling Resources Co., Ltd. 104,699.44 104,699.44 Anhui Hofo Electromechanical Co., Ltd. 89,987.14 89,987.14 Jiangsu Housheng New Energy Technology Co., Ltd. 50,000,000.00 Total 77,952,101.63 27,952,101.63 Other notes: Refer to “XII. Financial Statements (V) 30. Changes in Main Accounting Policies and Estimates” for the difference between beginning balance and ending balance in the prior period (31 December 2018) for details. 13. Investment Property (1) Investment Property Adopting the Cost Measurement Mode √ Applicable □ Not applicable Unit: RMB Item Houses and buildings Total 164 Changchai Company, Limited Annual Report 2019 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 36,976,563.51 36,976,563.51 2.Increased amount of the period 2,208,340.80 2,208,340.80 (1) Withdrawal or amortization 2,208,340.80 2,208,340.80 3.Decreased amount of the period (1) Disposal (2) Other transfer 4. Ending balance 39,184,904.31 39,184,904.31 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 value 48,447,666.83 48,447,666.83 2.Beginning carrying value 50,656,007.63 50,656,007.63 14. Fixed Assets Unit: RMB 165 Changchai Company, Limited Annual Report 2019 Item Ending balance Beginning balance Fixed assets 457,582,514.13 511,250,371.37 Disposal of fixed assets 0.00 0.00 Total 457,582,514.13 511,250,371.37 (1) List of Fixed Assets Unit: RMB Houses and Machinery Transportation Other Item Total buildings equipment equipment equipment I. Original carrying value 1. Beginning 447,076,373.55 936,110,914.94 18,083,828.53 44,422,389.46 1,445,693,506.48 balance 2. Increased amount of the 2,093,189.79 27,049,532.05 1,361,109.97 30,503,831.81 period (1) Purchase 1,401,958.84 2,546,176.53 948,074.27 4,896,209.64 (2) Transfer from 691,230.95 24,503,355.52 413,035.70 25,607,622.17 construction in progress (3) Enterprise combination increase 3. Decreased amount of the 480,902.12 7,022,206.81 800,658.99 3,574,856.25 11,878,624.17 period (1) Disposal or 480,902.12 7,022,206.81 800,658.99 3,574,856.25 11,878,624.17 scrap 4. Ending 448,688,661.22 956,138,240.18 17,283,169.54 42,208,643.18 1,464,318,714.12 balance II. Accumulative depreciation 1. Beginning 265,778,832.18 619,622,564.64 13,341,638.03 34,205,985.26 932,949,020.11 balance 166 Changchai Company, Limited Annual Report 2019 2. Increased amount of the 16,273,258.83 61,230,582.50 1,287,627.97 4,506,366.79 83,297,836.09 period (1) Withdrawal 16,273,258.83 61,230,582.50 1,287,627.97 4,506,366.79 83,297,836.09 3. Decreased amount of the 385,508.75 6,307,964.63 736,947.20 3,574,350.63 11,004,771.21 period (1) Disposal or 385,508.75 6,307,964.63 736,947.20 3,574,350.63 11,004,771.21 scrap 4. Ending 281,666,582.26 674,545,182.51 13,892,318.80 35,138,001.42 1,005,242,084.99 balance III. Depreciation reserves 1. Beginning 1,494,115.00 1,494,115.00 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 167,022,078.96 280,098,942.67 3,390,850.74 7,070,641.76 457,582,514.13 carrying value 2. Beginning 181,297,541.37 314,994,235.30 4,742,190.50 10,216,404.20 511,250,371.37 carrying value 15. Construction in Progress Unit: RMB Item Ending balance Beginning balance Construction in progress 63,216,445.03 59,851,682.79 167 Changchai Company, Limited Annual Report 2019 Engineering materials 28,141,711.21 29,238,701.92 Total 91,358,156.24 89,090,384.71 (1) List of Construction in Progress Unit: RMB Ending balance Beginning balance Item Carrying Depreciati Carrying Depreciati Carrying value Carrying value amount on reserves amount on reserves Trial production workshop 14,349,461.80 14,349,461.80 project technology center Casting renovation 396,000.00 396,000.00 project Expansion capacity of multi-cylinde 11,371,098.24 11,375,531.74 11,375,531.74 11,371,098.24 r (The 2nd Period) Diesel Engine Cylinder Body 19,061,813.95 38,266,788.31 38,266,788.31 19,061,813.95 Flexible Manufacturin g Line 35KV 1,321,959.41 1,321,959.41 1,321,959.41 1,321,959.41 Substation Oily water separating 340,800.00 340,800.00 equipment 168 Changchai Company, Limited Annual Report 2019 Relocation project of 1,687,194.64 1,687,194.64 light engine and casting Equipment to be installed 10,224,170.93 13,351,349.39 13,351,349.39 and payment 10,224,170.93 for projects Total 63,216,445.03 63,216,445.03 59,851,682.79 59,851,682.79 (2) Changes in Significant Construction in Progress during the Reporting Period Unit: RMB Propo Of rtion which Capit of Accu : alizati accu mulat Amo on mulat ive unt of rate Trans Other Begin Incre Endin ive amou capita of Capit ferred decre Job Budg ning ased g invest nt of lized intere al Item in ased sched et balan amou balan ment intere intere sts in resou fixed amou ule ce nt ce in st sts in the rces assets nt constr capita the Repor uctio lizati Repor ting ns to on ting Perio budge Perio d t d Trial produ ction works 22,89 14,34 14,34 Unco hop 6,300 9,461 9,461 mplet Other proje .00 .80 .80 ed ct techn ology center 169 Changchai Company, Limited Annual Report 2019 Expa nsion capac ity of multi- 79,00 11,37 11,37 Unco cylin 0,000 1,098 4,433 5,531 mplet Other .00 .24 .50 .74 ed der (The 2nd Perio d) Diese l Engin e Cylin der 116,0 19,06 38,26 Unco 19,20 Body 40,00 1,813 6,788 mplet Other 4,974 Flexi 0.00 .95 .31 ed .36 ble Manu factur ing Line 35KV 1,321 Unco 1,321 Subst ,959. mplet Other ,959. ation 41 ed 41 217,9 46,10 19,20 14,34 50,96 Total 36,30 4,333 9,407 9,461 4,279 -- -- -- 0.00 .40 .86 .80 .46 (3) Engineering Materials Unit: RMB Ending balance Beginning balance Item Carrying Depreciatio Carrying Depreciati Carrying value Carrying value amount n reserves amount on reserves 170 Changchai Company, Limited Annual Report 2019 Engineering 28,141,711.21 28,141,711.21 29,238,701.92 29,238,701.92 materials Total 28,141,711.21 28,141,711.21 29,238,701.92 29,238,701.92 16. Intangible Assets (1) List of Intangible Assets Unit: RMB Item Land use right Patent right License fee Total I. Original carrying value 1. Beginning balance 144,770,507.85 11,517,579.94 5,488,000.00 161,776,087.79 2. Increased amount of the period 1,433,300.90 1,433,300.90 (1) Purchase 1,433,300.90 1,433,300.90 (2) Internal R&D (3) Business combination increase 3. Decreased amount of the period 83,888.26 83,888.26 (1) Disposal 83,888.26 83,888.26 4. Ending balance 144,770,507.85 12,866,992.58 5,488,000.00 163,125,500.43 II. Accumulated amortization 1. Beginning balance 48,128,022.51 9,549,052.64 1,006,133.26 58,683,208.41 2. Increased amount of the period 2,971,978.31 1,305,951.75 548,799.96 4,826,730.02 (1) Withdrawal 2,971,978.31 1,305,951.75 548,799.96 4,826,730.02 3. Decreased amount of the period 83,888.26 83,888.26 (1) Disposal 83,888.26 83,888.26 4. Ending balance 51,100,000.82 10,771,116.13 1,554,933.22 63,426,050.17 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 93,670,507.03 2,095,876.45 3,933,066.78 99,699,450.26 2. Beginning carrying value 96,642,485.34 1,968,527.30 4,481,866.74 103,092,879.38 171 Changchai Company, Limited Annual Report 2019 17. 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 Deductible Item Deferred income Deferred income temporary temporary tax assets tax assets difference difference Provision for impairment of 6,682,163.90 1,023,856.52 6,401,000.68 979,822.71 assets Total 6,682,163.90 1,023,856.52 6,401,000.68 979,822.71 (2) Deferred Income Tax Liabilities Had Not Been Off-set Unit: RMB Ending balance Beginning balance Deductible Deductible Item Deferred income Deferred income temporary temporary tax liabilities tax liabilities difference difference Changes in fair value of other 373,011,500.00 55,951,725.00 equity instrument investment Changes in fair value of 311,065,500.00 46,659,825.00 available-for-sale financial assets Assets evaluation appreciation for business 4,524,661.07 1,131,165.27 5,247,821.44 1,311,955.36 combination not under the same control Total 377,536,161.07 57,082,890.27 316,313,321.44 47,971,780.36 (3) List of Unrecognized Deferred Income Tax Assets Unit: RMB Item Ending balance Beginning balance 172 Changchai Company, Limited Annual Report 2019 bad debt 375,416,184.97 271,239,638.98 falling price reserves of inventories 50,317,984.95 49,242,025.52 Total 425,734,169.92 320,481,664.50 18. Other Non-current Assets Whether the Company has executed the new revenue standards □ Yes √ No Unit: RMB Item Ending balance Beginning balance Total 0.00 0.00 There was no balance at the period-begin. Refer to “XII. Financial Statements (V) 30. Changes in Main Accounting Policies and Estimates-(2) Influence of Execution of New Standards Governing Financial Instruments” for the difference between beginning balance and ending balance in the prior period (31 December 2018) for details. 19. Short-term Borrowings (1) Category of Short-term Borrowings Unit: RMB Item Ending balance Beginning balance Mortgage loans 7,000,000.00 7,000,000.00 Guaranteed loans 10,000,000.00 10,000,000.00 Credit loans 5,000,000.00 10,000,000.00 Total 22,000,000.00 27,000,000.00 (2) There Was No Short-term Borrowings Overdue but Unpaid. 20. Notes Payable Unit: RMB Item Ending balance Beginning balance Bank acceptance bill 403,035,000.00 438,375,400.00 Total 403,035,000.00 438,375,400.00 The amount of notes payable due but unpaid at the period-end was RMB0. 173 Changchai Company, Limited Annual Report 2019 21 Accounts Payable (1) List of Accounts Payable Unit: RMB Item Ending balance Beginning balance Loans 525,610,256.89 591,754,875.77 Total 525,610,256.89 591,754,875.77 (2) There Was No Significant Accounts Payable Aging over One Year 22. Advances from Customers Whether the Comp any has executed the new revenue standards □ Yes √ No (1) List of Advances from Customers Unit: RMB Item Ending balance Beginning balance Loan 30,836,615.21 34,500,232.97 Total 30,836,615.21 34,500,232.97 (2) There Were No Significant Advances from Customers Aging over One Year 23. Payroll Payable (1) List of Payroll Payable Unit: RMB Item Beginning balance Increase Decrease Ending balance I. Short-term salary 50,500,592.99 245,933,884.31 251,875,461.51 44,559,015.79 II. 34,554,489.90 34,554,489.90 Post-employment benefit-defined contribution plans III. Termination 284,193.00 284,193.00 benefits Total 50,500,592.99 280,772,567.21 286,714,144.41 44,559,015.79 174 Changchai Company, Limited Annual Report 2019 (2) List of Short-term Salary Unit: RMB Item Beginning balance Increase Decrease Ending balance 1. Salary, bonus, 41,939,857.83 201,033,055.30 206,077,959.42 36,894,953.71 allowance, subsidy 2.Employee welfare 89,592.74 3,658,998.62 3,746,998.62 1,592.74 3. Social insurance 18,016,605.44 18,016,605.44 Of which: Medical 14,983,569.28 14,983,569.28 insurance premiums Work-related injury 1,491,692.35 1,491,692.35 insurance Maternity insurance 1,541,343.81 1,541,343.81 4. Housing fund 19,198,174.00 19,198,174.00 5. Labor union 8,471,142.42 4,027,050.95 4,835,724.03 7,662,469.34 budget and employee education budget 6. Short-term absence with salary 7. Short-term profit sharing scheme 50,500,5 245,933,884.31 251,875,461.51 44,559,015.79 Total 2.99 (3) List of Defined Contribution Plans Unit: RMB Item Beginning balance Increase Decrease Ending balance 1. Basic pension 33,571,411.49 33,571,411.49 benefits 2. Unemployment 983,078.41 983,078.41 insurance Total 34,554,489.90 34,554,489.90 175 Changchai Company, Limited Annual Report 2019 24. Taxes Payable Unit: RMB Item Ending balance Beginning balance VAT 1,290,060.47 876,055.81 Corporate income tax 5,090,781.18 3,665,483.92 Personal income tax 367,624.40 140,662.05 Urban maintenance and 970,067.92 993,210.56 construction tax Property tax 94,257.20 94,256.40 Land use tax 100,135.19 100,135.19 Stamp duty 6,282.95 4,594.61 Education surcharge 99,824.96 116,355.46 Comprehensive fees 1,075,134.76 1,075,134.76 Environmental protection tax 213.55 197.13 Total 9,094,382.58 7,066,085.89 Other notes: 25. Other Payables Unit: RMB Item Ending balance Beginning balance Interest payable Dividends payable 3,891,433.83 3,891,433.83 Other payables 199,948,693.36 195,520,817.07 Total 203,840,127.19 199,412,250.90 (1) Dividends Payable Unit: RMB Item Ending balance Beginning balance Ordinary stock dividends 3,243,179.97 3,243,179.97 Interest of preferred shares/ perpetual bond classified as equity instrument Dividends for non-controlling 648,253.86 648,253.86 shareholders 176 Changchai Company, Limited Annual Report 2019 Other 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 and cash pledged 2,674,213.08 3,369,213.08 Intercourse funds among units 10,791,973.79 10,977,924.77 Intercourse funds among individuals 333,412.05 375,201.04 Sales discount and three guarantees 143,497,522.22 144,278,468.99 Other 42,651,572.22 36,520,009.19 Total 199,948,693.36 195,520,817.07 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. 26. Current Portion of Non-current Liabilities Unit: RMB Item Ending balance Beginning balance Current portion of long-term 0.00 18,500,000.00 borrowings Total 0.00 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%. 27. Other Current Liabilities Whether the Company has executed the new revenue standards □ Yes √ No Unit: RMB Item Ending balance Beginning balance 177 Changchai Company, Limited Annual Report 2019 Sale service fee 229,387.96 Transportation storage fee 132,551.86 Electric charge 815,772.56 2,082,985.18 Total 1,177,712.38 2,082,985.18 28. Long-term Borrowings (1) Category of Long-term Borrowings Unit: RMB Item Ending balance Beginning balance Mortgage loans 0.00 2,000,000.00 Total 0.00 2,000,000.00 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%. The loan has been paid off in advance on 24 May 2019. 29. Deferred Income Unit: RMB Beginning Reason for Item Increase Decrease Ending balance balance formation Government Government 59,928,484.84 1,064,373.62 58,864,111.22 subsidies appropriation Total 59,928,484.84 1,064,373.62 58,864,111.22 -- Item involving government subsidies: Unit: RMB Amount Amount recorded recorded Amount into Related into offset Amount non-oper to Beginning other cost in Other Ending Item of new ating assets/rel balance income the changes balance subsidy income ated in the Reportin in the income Reportin g Period Reportin g Period g Period 178 Changchai Company, Limited Annual Report 2019 Electric control of diesel engine research and 398,400. Related 646,800.00 248,400.00 develop 00 to assets ment and industrial ization allocatio ns National major project 28,770,000. 28,770,000. Related special 00 00 to assets allocatio ns Remove 20,511,684. 665,973. 19,845,711. Related compens 84 62 22 to assets ation 179 Changchai Company, Limited Annual Report 2019 Research and develop ment and industrial ization allocatio ns of national 10,000,000. 10,000,000. Related III/IV 00 00 to assets standard high-po wered efficient diesel engine for agricultu ral use 59,928,484. 1,064,37 58,864,111. Total 84 3.62 22 30. Share Capital Unit: RMB Increase/decrease (+/-) Beginning Bonus Ending New shares Bonus balance issue from Other Subtotal balance issued shares profit The sum of 561,374,32 561,374,32 shares 6.00 6.00 31. Capital Reserves Unit: RMB Item Beginning balance Increase Decrease Ending balance 180 Changchai Company, Limited Annual Report 2019 Capital premium 143,990,690.24 143,990,690.24 (premium on stock) Other capital 20,337,975.19 20,337,975.19 reserves Total 164,328,665.43 164,328,665.43 32. Other Comprehensive Income Unit: RMB Reporting Period Less: Record Less: ed into Recorded other in other compre comprehe hensiv Attribu nsive e table to Attribu Income income in income owners table to before Less: Endin Beginni prior in prior of the non-co taxatio Income g Item ng period period Compa ntrollin n in the tax balan balance and and ny as g Curren expens ce transferre transfe the interest t e d to rred to parent s after Period profit or retaine after tax loss in d tax the earning Current s in the Period Curren t Period I. Other comprehensive 317,0 264,405, 61,946, 9,291,9 52,654, income that will not be 59,77 675.00 000.00 00.00 100.00 reclassified to profit or loss 5.00 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 181 Changchai Company, Limited Annual Report 2019 Changes in fair value of 317,0 264,405, 61,946, 9,291,9 52,654, other equity instrument 59,77 675.00 000.00 00.00 100.00 investment 5.00 Changes in fair value of corporate credit risk II. Other comprehensive income that may subsequently be reclassified to profit or loss Of which: Share of other comprehensive income of investees that will be reclassified to profit or loss under equity method Changes in fair value of other creditor’s rights investment Amount of financial assets reclassified to other comprehensive income Credit depreciation reserves of other creditor’s rights investment Reserves for cash flow hedges Differences arising from translation of foreign currency-denominated financial statements 317,0 Total of other 264,405, 61,946, 9,291,9 52,654, 59,77 comprehensive income 675.00 000.00 00.00 100.00 5.00 33. Specific Reserve Unit: RMB Item Beginning balance Increase Decrease Ending balance Safety production 15,182,958.83 3,868,727.07 1,491,483.83 17,560,202.07 cost Total 15,182,958.83 3,868,727.07 1,491,483.83 17,560,202.07 182 Changchai Company, Limited Annual Report 2019 34. Surplus Reserves Unit: RMB Item Beginning balance Increase Decrease Ending balance Statutory surplus 306,976,192.25 2,093,650.19 309,069,842.44 reserves Discretional surplus 13,156,857.90 13,156,857.90 reserves Total 320,133,050.15 2,093,650.19 322,226,700.34 35. Retained Earnings Unit: RMB Item Reporting Period Same period of last year Beginning balance of retained earnings 717,883,351.33 679,131,047.06 before adjustments Total retained earnings at the beginning of the adjustment period (“+” means up, “-” means down) Beginning balance of retained earnings 717,883,351.33 679,131,047.06 after adjustments Add: Net profit attributable to owners of 24,934,586.11 62,021,374.04 the Company as the parent Less: Withdrawal of statutory surplus 2,093,650.19 6,427,839.99 reserves Withdrawal of discretional surplus reserves Withdrawal of general reserve Dividend of ordinary shares 14,034,358.15 16,841,229.78 payable Dividends of ordinary shares transferred as share capital Ending retained earnings 726,689,929.10 717,883,351.33 36. 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 183 Changchai Company, Limited Annual Report 2019 Main operations 2,001,911,782.04 1,679,856,891.00 2,093,039,249.58 1,782,146,126.35 Other operations 38,221,935.26 29,792,886.75 39,863,469.02 31,298,459.31 Total 2,040,133,717.30 1,709,649,777.75 2,132,902,718.60 1,813,444,585.66 Whether the Company has executed the new revenue standards □ Yes √ No 37. Taxes and Surtaxes Unit: RMB Item Reporting Period Same period of last year Urban maintenance and 955,480.56 1,538,140.51 construction tax Education surcharge 682,129.42 1,098,335.32 Property tax 4,692,583.81 4,720,363.62 Land use tax 3,813,015.72 3,813,015.72 Vehicle and vessel use tax 1,320.00 1,920.00 Stamp duty 541,541.14 1,046,929.90 Environment tax 238,068.00 194,011.91 Other 34,933.24 120,012.70 Total 10,959,071.89 12,532,729.68 38. Selling Expense Unit: RMB Item Reporting Period Same period of last year Office expenses 15,164,256.65 15,226,739.67 Employee’s remuneration 29,850,039.44 30,898,847.11 Sales promotional expense 5,260,765.63 11,065,465.84 Three guarantees 38,321,773.50 59,459,243.39 Transport charge 7,296,670.11 7,875,890.07 Other 1,191,611.72 2,470,880.79 Total 97,085,117.05 126,997,066.87 39. Administrative Expense Unit: RMB 184 Changchai Company, Limited Annual Report 2019 Item Reporting Period Same period of last year Office expenses 11,008,664.40 13,620,335.64 Employee’s remuneration 55,260,415.45 63,552,532.88 Depreciation and amortization 11,164,412.83 12,141,787.46 Transport fees 2,035,060.15 2,203,781.08 Repair charge 391,744.51 918,265.20 Safety expenses 3,868,727.07 4,135,805.99 Other 22,454,108.99 19,455,330.71 Total 106,183,133.40 116,027,838.96 40. R&D Expense Unit: RMB Item Reporting Period Same period of last year Direct input expense 39,929,867.41 44,893,971.91 Employee’s remuneration 19,795,993.59 22,101,113.31 Depreciation and amortization 3,926,467.26 2,812,179.10 Entrusted R&D charges 26,000.00 700,000.00 Other 2,543,048.01 1,675,576.46 Total 66,221,376.27 72,182,840.78 41. Finance Costs Unit: RMB Item Reporting Period Same period of last year Interest expense 5,722,554.43 4,553,608.46 Less: Interest income 6,719,990.78 4,665,445.23 Net foreign exchange gains or -1,709,183.70 -6,194,688.23 losses Other -1,718,251.11 5,402,762.70 Total -4,424,871.16 -903,762.30 42. Other Income Unit: RMB Sources Reporting Period Same period of last year Government subsidies 5,312,295.51 6,291,685.65 185 Changchai Company, Limited Annual Report 2019 43. Investment Income Unit: RMB Item Reporting Period Same period of last year Long-term equity investment income accounted by equity method Investment income from disposal of long-term equity investment Investment income from holding of trading financial assets Investment income from disposal of trading financial assets Dividend income from holding of other equity 6,069,000.00 instrument investment Investment income from holding of held-to –maturity investment Investment income from holding of 7,607,870.00 available-for-sale financial assets Investment income from disposal of 104,824,084.63 available-for-sale financial assets Investment income from disposal of held-to –maturity investment Income from re-measurement of residual stock rights at fair value after losing control power Interest income from holding of creditor’s rights investment Interest income from holding of other creditor’s rights investment Investment income from disposal of other creditor’s rights investment Investment income from disposal of other -18,685.03 non-current financial assets Investment income from holding of other 1,408,752.61 non-current financial assets Investment income from disposal of financial 354,829.53 838,870.20 products of securities company Other income from holding of equity instrument 137,814.50 investment Total 7,951,711.61 113,270,824.83 186 Changchai Company, Limited Annual Report 2019 44. Gain on Changes in Fair Value Unit: RMB Sources Reporting Period Same period of last year Trading financial assets -49,255.00 Of which: gain on changes in fair value of derivative financial -49,255.00 instrument Total -49,255.00 45. Credit Impairment Loss Unit: RMB Item Reporting Period Same period of last year Bad debt loss of other receivables -292,395.68 Bad debt loss of accounts receivable -4,640,733.21 Impairment loss of entrusted loan 4,000,000.00 Total -933,128.89 46. Asset Impairment Loss Whether the Company has executed the new revenue standards □ Yes √ No Unit: RMB Item Reporting Period Same period of last year I. Bad debt loss -5,459,103.29 II. Loss on inventory valuation and -42,371,202.17 -42,139,394.79 contract performance cost III. Impairment loss on available-for-sale financial assets IV. Impairment loss on held-to-maturity investment V. Impairment loss on long-term equity investment VI. Impairment loss on investment property VII. Impairment loss on fixed assets 187 Changchai Company, Limited Annual Report 2019 VIII. Impairment loss on engineering materials IX. Impairment loss on construction in progress X. Impairment loss on productive living assets XI. Impairment loss on oil and gas assets XII. Impairment loss on intangible assets XIII. Impairment loss on goodwill XIV. Other -10,000,000.00 Total -42,371,202.17 -37,598,498.08 47. Asset Disposal Income Unit: RMB Sources Reporting Period Same period of last year Fixed asset disposal income 2,059,668.56 662,151.89 48. Non-operating Income Unit: RMB Amount recorded in the Item Reporting Period Same Period of last year current non-recurring profit or loss Insurance indemnity 1,179,518.37 Income from penalty 373,200.44 112,645.60 373,200.44 Income generated from 502,640.00 disposal of current assets Other 59,319.94 144,191.79 59,319.94 Not need to pay 13,825.00 13,825.00 Total 446,345.38 1,938,995.76 446,345.38 49. Non-operating Expense Unit: RMB 188 Changchai Company, Limited Annual Report 2019 Amount recorded in the Item Reporting Period Same period of last year current non-recurring profit or loss Loss on disposal of 145,531.09 928,118.57 145,531.09 non-current assets Loss on disposal of 539,665.92 current assets Other 73,810.45 6,434.00 73,810.45 Total 219,341.54 1,474,218.49 219,341.54 50. Income Tax Expense (1) List of Income Tax Expense Unit: RMB Item Reporting Period Same Period of last year Current income tax expense 1,929,642.45 13,721,905.60 Deferred income tax expense -224,823.90 -176,242.93 Total 1,704,818.55 13,545,662.67 (2) Adjustment Process of Accounting Profit and Income Tax Expense Unit: RMB Item Reporting Period Profit before taxation 26,657,205.56 Current income tax expense accounted at 3,998,580.82 statutory/applicable tax rate Influence of applying different tax rates by subsidiaries 300,367.06 Influence of income tax before adjustment -6,783,397.42 Influence of non-taxable income -974,350.00 Influence of non-deductable costs, expenses and losses 228,027.17 Influence of deductable temporary difference or deductable losses of unrecognized deferred income tax 8,530,167.41 assets in the Reporting Period Tax preference generated from eligible expense -3,594,576.49 Income tax expense 1,704,818.55 189 Changchai Company, Limited Annual Report 2019 51. Cash Flow Statement (1) Cash Generated from Other Operating Activities Unit: RMB Item Reporting Period Same period of last year Subsidy and appropriation 4,247,921.89 5,227,312.03 Other intercourses in cash 79,063.29 2,429,574.19 Interest income 6,974,058.50 4,665,445.23 Other 378,925.22 Total 11,679,968.90 12,322,331.45 Notes: (2) Cash Used in Other Operating Activities Unit: RMB Item Reporting Period Same period of last year Selling expense paid in cash 62,490,016.60 70,472,280.14 Administrative expense paid in 57,388,527.86 44,119,952.70 cash Handling charge 937,381.75 517,221.04 Other 317,407.08 1,494,483.87 Total 121,133,333.29 116,603,937.75 52. Supplemental Information for Cash Flow Statement (1) Supplemental Information for Cash Flow Statement Unit: RMB Supplemental information Reporting Period Same period of last year 1. Reconciliation of net profit to net cash flows generated -- -- from operating activities Net profit 24,952,387.01 62,166,697.84 Add: Provision for impairment of assets 43,304,331.06 37,598,498.08 Depreciation of fixed assets, of oil and gas assets, of 85,506,176.89 86,806,660.70 productive living assets Depreciation of right-to-use assets Amortization of intangible assets 4,826,730.02 5,248,080.61 190 Changchai Company, Limited Annual Report 2019 Amortization of long-term deferred expenses Losses on disposal of fixed assets, intangible assets and -2,059,668.56 -662,151.89 other long-term assets (gains by “-”) Losses on the scrapping of fixed assets (gains by “-”) 145,531.09 928,118.57 Losses on the changes in fair value (gains by “-”) 49,255.00 Financial expenses (gains by “-”) 5,007,157.46 4,553,608.46 Investment losses (gains by “-”) -7,951,711.61 -113,270,824.83 Decrease in deferred income tax assets (increase by “-”) -44,033.81 27,131.10 Increase in deferred income tax liabilities (decrease by -180,790.09 -203,374.03 “-”) Decrease in inventory (increase by “-”) 42,230,678.95 -91,846,479.01 Decrease in accounts receivable from operating activities -139,462,798.46 232,739,906.78 (increase by “-”) Increase in payables from operating activities (decrease -99,430,107.30 63,742,812.33 by “-”) Other 22,564,004.83 -14,009,157.82 Net cash flows generated from operating activities -20,542,857.52 273,819,526.89 2. Investing and financing activities that do not 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 -- -- Ending balance of cash 544,584,744.17 687,079,639.59 Less: Beginning balance of cash 687,079,639.59 325,263,654.43 Add: Ending balance of cash equivalents Less: Beginning balance of cash equivalents Net increase in cash and cash equivalents -142,494,895.42 361,815,985.16 (2) Cash and Cash Equivalents Unit: RMB Item Ending balance Beginning balance I. Cash 544,584,744.17 687,079,639.59 Including: Cash on hand 153,975.35 441,363.70 Bank deposit on demand 543,923,045.33 684,620,907.41 191 Changchai Company, Limited Annual Report 2019 Other monetary assets on demand 507,723.49 2,017,368.48 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 544,584,744.17 687,079,639.59 equivalents Of which: Cash and cash equivalents with restriction in use for the Company as the parent or subsidiaries of the Group 53. Assets with Restricted Ownership or Right to Use Unit: RMB Item Ending carrying value Reason for restriction As cash deposit for bank Monetary assets 92,629,261.89 acceptance bill Mortgaged for borrowings from Houses and buildings 2,936,446.13 banks Mortgaged for borrowings from Land use right 995,328.00 banks Mortgaged for borrowings from Machinery equipment 48,181,935.62 banks Total 144,742,971.64 -- 54. Foreign Currency Monetary Items (1) Foreign Currency Monetary Items Unit: RMB Ending foreign currency Ending balance Item Exchange rate balance converted to RMB Monetary assets -- -- Of which: USD 12,870,806.64 6.9762 89,789,321.28 EUR 192 Changchai Company, Limited Annual Report 2019 HKD 280,787.13 0.8958 251,529.11 SGD 54,427.95 5.1739 281,604.77 JPY 19,477,137.00 0.0641 1,248,484.48 Accounts receivable -- -- Of which: USD 9,340,696.90 6.9762 65,162,569.71 Accounts payable - Of which: USD 302.60 6.9762 2,111.00 (2) Notes to Overseas Entities Including: for Significant Oversea Entities, Main Operating Place, Recording Currency and Selection Basis Shall Be Disclosed; if there Are Changes in Recording Currency, Relevant Reasons Shall Be Disclosed. □ Applicable √ Not applicable 55. Government Subsidy (1) Basic Information on Government Subsidy Unit: RMB Amount recorded in the Category Amount Listed items current profit or loss Trinity subsidy 674,000.00 Other income 674,000.00 Subsidy for stabilizing posts 2,162,251.03 Other income 2,162,251.03 Research fund for agricultural machinery pollutant discharge control 156,000.00 Other income 156,000.00 technology and system of Luoyang tractors research laboratory Research fund for agricultural diesel engine clean combustion key 59,400.00 Other income 59,400.00 technology of Wuhan University of Technology ECI subsidy 474,400.00 Other income 474,400.00 Relocation compensation 665,973.62 Other income 665,973.62 Patent rewards 200,000.00 Other income 200,000.00 Fund for hillside tractor key technology research and complete machine 96,959.20 Other income 96,959.20 development of Jiangsu University R & D and industrialization of off-road 398,400.00 Other income 398,400.00 diesel engine controlled by electricity 193 Changchai Company, Limited Annual Report 2019 Tax contributions reward 80,000.00 Other income 80,000.00 Industry development fund 60,000.00 Other income 60,000.00 Other rewards and subsidies 59,611.66 Other income 59,611.66 Appropriation of other technological 225,300.00 Other income 225,300.00 projects Appropriation for R & D and industrialization of off-road diesel 248,400.00 Deferred income engine controlled by electricity National major special appropriation 28,770,000.00 Deferred income Relocation compensation 19,845,711.22 Deferred income Appropriation or research and development and industrialization allocations of national III/IV standard 10,000,000.00 Deferred income high-powered efficient diesel engine for agricultural use Return of Government Subsidy □ Applicable √ Not applicable VIII. Changes of Consolidation Scope 1. Changes in Combination Scope for Other Reasons Note to changes in combination scope for other reasons (such as newly establishment or liquidation of subsidiaries, etc.) and relevant information: On 25 February 2019, the interim board meeting held by the Company, examined and approved the Proposal on Establishing Wholly-owned Subsidiary to Implement the Production Project of Light Duty Engine and Casting, and agreed the Company to set up a wholly-owned subsidiary in RMB300 million to implement the production project. Refer to Announcement of Foreign Investment and Establishing the Wholly-owned Subsidiary (Announcement No. 2019-004) in Security Times, Ta Kung Pao and the cninfo website on 26 February 2019 for details. On 6 March 2019, the wholly-owned subsidiary completed the registration procedures and gained the business license issued by Administrative Approval Bureau of Changzhou National High-tech Industry Development Zone (Xinbei District). Refer to Announcement of Procedures of Foreign Investment and Establishing the Wholly-owned Subsidiary (Announcement No. 2019-005) in Security Times, Ta Kung Pao and the cninfo website on 7 March 2019 for details. 194 Changchai Company, Limited Annual Report 2019 IX. Equity in Other Entities 1. Equity in Subsidiary (1) Subsidiaries Main Holding percentage (%) Registration Nature of Way of Name operating place business Directly Indirectly gaining place Changchai Wanzhou Diesel Chongqing Chongqing Industry 60.00% Set-up Engine Co., Ltd. Changzhou Changchai Benniu Diesel Changzhou Changzhou Industry 99.00% 1.00% Set-up Engine Fittings Co., Ltd. Changzhou Housheng Changzhou Changzhou Service 100.00% Set-up Investment Co., Ltd. Changzhou Changchai Housheng Changzhou Changzhou Industry 70.00% 25.00% Set-up Agricultural Equipment Co., Ltd. Changzhou Fuji Changchai Combination Robin Changzhou Changzhou Industry 100.00% not under the Gasoline same control Engine Co., Ltd. Jiangsu Changchai Changzhou Changzhou Industry 100.00% Set-up Machinery Co., Ltd. 195 Changchai Company, Limited Annual Report 2019 (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% 64,142.17 19,613,948.72 Engine Co., Ltd. Changzhou Changchai Housheng 5.00% -46,341.27 22,332.29 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 Non- Non- Non- Curre Non- Curre Curre curre Total Curre curre Total Name curre Total nt curre Total nt nt nt liabili nt nt liabili nt assets liabili nt assets liabili assets liabili ties assets liabili ties assets ties assets ties ty ty Chan gchai Wanz hou 43,80 25,82 69,62 20,59 20,59 44,94 26,69 71,64 20,76 2,000 22,76 Diese 7,991 1,314 9,305 4,433 4,433 6,886 3,776 0,662 6,145 ,000. 6,145 l .71 .00 .71 .90 .90 .20 .10 .30 .92 00 .92 Engin e Co., Ltd. 196 Changchai Company, Limited Annual Report 2019 Chan gzhou Chan gchai Hous heng 28,57 29,08 28,64 28,64 35,77 36,40 35,02 35,02 514,6 625,6 Agric 3,892 8,562 1,916 1,916 6,302 1,983 8,512 8,512 69.94 80.72 ultura .12 .06 .23 .23 .79 .51 .30 .30 l Equip ment 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 40,959,22 160,355.4 160,355.4 1,526,529 46,653,66 1,117,933 1,117,933 1,632,974 Diesel 2.43 3 3 .99 0.46 .80 .80 .66 Engine Co., Ltd. Changzh ou Changcha i Houshen 13,888,57 -926,825. -926,825. -419,750. 17,505,78 -6,036,99 -6,036,99 -1,896,20 g 9.77 38 38 02 4.08 4.34 4.34 3.08 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 197 Changchai Company, Limited Annual Report 2019 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. X. 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 conducts 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 referred 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. XI. The Disclosure of Fair Value 1. The Disclosure of Fair Value Unit: RMB Item Ending fair value 198 Changchai Company, Limited Annual Report 2019 Fair value Fair value Fair value measurement measurement measurement Total items at level items at level 1 items at level 3 2 I. Consistent fair value -- -- -- -- measurement (I) Financial assets at fair value 432,886,000.00 187,952,101.63 620,838,101.63 through profit or loss 1. Trading financial assets 87,952,101.63 87,952,101.63 (1) Debt instrument investment 10,000,000.00 10,000,000.00 (2) Equity instrument investment 77,952,101.63 77,952,101.63. (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) Other bond investment (III)Other equity instrument 432,886,000.00 100,000,000.00 532,886,000.00 investment (2) Equity instrument investment (IV) Investment property 1. Land use right for lease 2. Buildings leased out 3. Land use right held and plan to be transferred once appreciating (V) Living assets 1. Consumptive living assets 2. Productive living assets Total assets consistently measured 432,886,000.00 187,952,101.63 620,838,101.63 by fair value (VI) Trading financial liabilities Of which: Issued trading bonds Derivative financial liabilities 199 Changchai Company, Limited Annual Report 2019 Other (VII) 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. 3. Valuation Technique Adopted and Nature and Amount Determination of Important Parameters for Consistent and Inconsistent Fair Value Measurement Items at Level 3 (1) In terms of trading financial assets held by the Company, as the underlying assets through financial products investment include cash, bond repurchase, bank deposit, interbank loan, national bank and central bank bill, etc., the assets portfolio invested were executed dynamic management, while the fair value of financial products is difficult to measure, so the fair value shall be recognized by adopting cost amount. (2) In terms of non-trading financial assets, with regard to the equity instrument investment without active market transactions, including the capital investment to Jiangsu Housheng New Energy Technology Co., Ltd., Jiangsu Liance Electromechanical Technology Co., Ltd. and Kailong High Technology Co., Ltd., and no significant impact due to the low equity of the invested companies held by the Company, so the appraisement to the invested companies by income or market approach was unfeasible. Therefore, the investment cost shall be regarded as reasonable estimation of fair value to measure at the period-end. In terms of shares of NEEQ unlisted public companies held by the Company, as for the equity instrument investment with inactive market transactions, due to the market value of shares cannot be reflected by the market transaction price with the low volume of holding, so the appraisement to the invested companies by income or market approach was unfeasible. Therefore, the investment cost shall be regarded as reasonable estimation of fair value to measure at the period-end. (3)In terms of other equity instrument investment, there was no significant changes in business environment and circumstance and financial condition of Changzhou Synergetic Innovation Private Equity Fund (Limited Partnership), and thus the investment cost shall be regarded as reasonable estimation of fair value to measure at 200 Changchai Company, Limited Annual Report 2019 the period-end. XII. 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 Investment and operations of state-owned assets, assets management (excluding Changzhou financial Investment Changzhou business), RMB1.2 billion 30.43% 30.43% Group Co., Ltd. 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. 201 Changchai Company, Limited Annual Report 2019 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 Changzhou Synergetic Innovation Private Equity Participated in establishing the industrial investment Fund (Limited Partnership) fund Jiangsu Housheng New Energy Technology Co., Ltd. Shareholding enterprise of the Company 4. Related-party Transactions (1) Asset Transfer and Debt Restructuring of Related Party Same period of Related party Content Reporting Period last year Changzhou Synergetic Innovation Equity transfer (Jiangsu Private Equity Fund (Limited Housheng New Energy 50,000,000.00 Partnership) Technology Co., Ltd.) XIII. Commitments and Contingency 1. Significant Commitments Significant commitment on the balance sheet date As of 31 December 2019, 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: Date of Name of the litigation or Amount involved Name of defendant Remark accepted arbitration institutions (RMB’0,000) Shandong Hongli Group Co., Changzhou Intermediate 1,436.00 Under the Ltd. 27 June 2001 People’s Court bankruptcy and 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. 202 Changchai Company, Limited Annual Report 2019 XIV. Events after Balance Sheet Date 1. Profit Distribution Unit: RMB Profits or dividends to be distributed 0 2. Notes to Other Events after Balance Sheet Date After the outbreak of the epidemic of COVID-19, the Company responded promptly and set up epidemic prevention group headed by the general manager to direct the prevention in all respects. The materials for epidemic prevention were adequate, and the Company has organized the emergency exercise with the staff of all levels to ensure safe production and to control and prevent. The parent of the Company returned to work on 11 February 2020, and other subsidiaries successively after 7 to 15 days as well. Due to the different time in work resumption of each production process, the production efficiency was influenced to some extent.Due to the uneven return time of each production process, the production efficiency is greatly affected, and the delivery pressure of the company is large. To sum up, there was negative influence of the epidemic to the operation performance in the first quarter of Company to some extent, but insignificant influence to the yearly performance. XV. Other Significant Events 1. Segment Information (1) Determination Basis and Accounting Policies of Reportable Segment Due to the operation scope of the Company and subsidiaries were similar, the Company conducts common management, and did not divide business unit, so the Company only made single branch report. 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 2019 annual enterprise income tax. XVI. Notes of Main Items in the Financial Statements of the Company as the Parent 1. Accounts Receivable (1) Accounts Receivable Classified by Category Unit: RMB Category Ending balance Beginning balance 203 Changchai Company, Limited Annual Report 2019 Carrying Bad debt Carrying Bad debt amount provision amount provision Carryi Withd Withd Carryin ng Amou Propo Amou rawal Amou Propor Amou rawal g value value nt rtion nt propo nt tion nt propor rtion tion Accounts receivable for 37,51 33,78 3,721, 35,82 32,806 which bad debt 90.08 91.58 3,017,6 0,056. 6.66% 8,291. 765.0 3,767. 6.85% ,077.1 provision % % 89.87 90 86 4 01 4 separately accrued Of which: Accounts receivable with significant 32,61 28,89 3,721, 32,00 28,990 single amount 88.59 90.57 3,017,6 8,199. 5.79% 6,434. 765.0 8,110. 6.12% ,420.1 for which bad % % 89.87 97 93 4 06 9 debt provision separately accrued Accounts receivable with insignificant 4,891, 4,891, 3,815, single amount 100.0 3,815, 100.0 856.9 0.87% 856.9 656.9 0.73% for which bad 0% 656.95 0% 3 3 5 debt provision separately accrued Accounts receivable for 525,8 192,1 333,7 487,5 190,22 which bad debt 93.34 36.54 93.15 39.02 297,339 74,42 48,65 25,77 66,50 6,913. provision % % % % ,593.94 3.56 0.56 3.00 7.88 94 accrued by group Of which: 204 Changchai Company, Limited Annual Report 2019 Accounts receivable for which bad debt 525,8 192,1 333,7 487,5 190,22 93.34 36.54 93.15 39.02 297,339 provision 74,42 48,65 25,77 66,50 6,913. % % % % ,593.94 accrued by 3.56 0.56 3.00 7.88 94 credit risk features group 563,3 225,9 337,4 523,3 223,03 100.0 40.10 100.00 42.61 300,357 Total 84,48 36,94 47,53 90,27 2,991. 0% % % % ,283.81 0.46 2.42 8.04 4.89 08 Accounts receivable with significant single amount for which bad debt provision separately accrued at the end of the period: Unit: RMB Ending balance Name Withdrawal Carrying amount Bad debt provision Withdrawal reason proportion Expected to Customer 1 1,975,482.35 338,497.45 17.13% difficultly recover Expected to Customer 2 1,470,110.64 1,470,110.64 100.00% difficultly recover Customer 3 1,902,326.58 1,902,326.58 100.00% Difficult to recover Customer 4 6,215,662.64 6,215,662.64 100.00% Difficult to recover Expected to Customer 5 2,445,367.85 2,177,128.33 89.03% difficultly recover Expected to Customer 6 3,633,081.23 1,816,540.62 50.00% difficultly recover Expected to Customer 7 3,279,100.00 3,279,100.00 100.00% difficultly recover Expected to Customer 8 2,068,377.01 2,068,377.01 100.00% difficultly recover Customer 9 5,359,381.00 5,359,381.00 100.00% Difficult to recover Customer 10 2,584,805.83 2,584,805.83 100.00% Difficult to recover Customer 11 1,684,504.84 1,684,504.84 100.00% Difficult to recover Total 32,618,199.97 28,896,434.94 -- -- Accounts receivable for which bad debt provision accrued by credit risk features group: Unit: RMB Ending balance Name Carrying amount Bad debt provision Withdrawal proportion 205 Changchai Company, Limited Annual Report 2019 Within 1 year 323,342,224.45 6,466,844.49 2.00% 1 to 2 years 12,433,193.78 621,659.69 5.00% 2 to 3 years 4,709,436.22 706,415.43 15.00% 3 to 4 years 960,385.32 288,115.60 30.00% 4 to 5 years 908,921.11 545,352.67 60.00% Over 5 years 183,520,262.68 183,520,262.68 100.00% Total 525,874,423.56 192,148,650.56 -- Notes to the basis for the determination of the groups: The accounts receivable was adopted the aging analysis based on the months when the accounts occurred actually, among which the accounts occurred earlier will be priority to be settled in terms of the capital turnover. Explanation of the input value and assumption adopted to determine the withdrawal amount of bad debt provision on the Current Period: With reference to the experience of the historical credit loss, combining with the prediction of the present status and future financial situation, the comparison table was prepared between the aging of the accounts receivable and estimated credit loss rate in the duration and to calculate the estimated credit loss. Please refer to the relevant information of disclosure of bad debt provision of other accounts receivable if adopting the general mode of expected credit loss to withdraw bad debt provision of accounts receivable. □ Applicable √ Not applicable Disclosure by aging Unit: RMB Aging Carrying amount Within 1 year (including 1 year) 324,694,509.71 1 to 2 years 14,957,898.01 2 to 3 years 8,536,920.63 Over 3 years 215,195,152.11 3 to 4 years 4,031,389.90 4 to 5 years 1,346,662.43 Over 5 years 209,817,099.78 Total 563,384,480.46 (2) Bad Debt Provision Withdrawn, Reversed or Recovered in the Reporting Period Unit: RMB Changes in the Reporting Period Beginning Ending Category Reversal or balance Withdrawal Write-off Other balance recovery 206 Changchai Company, Limited Annual Report 2019 Bad debt provision 32,806,077.1 33,788,291.8 3,347,105.91 2,364,891.19 withdrawn 4 6 separately Bad debt provision 190,226,913. 192,148,650. 2,808,078.37 886,341.75 withdrawn 94 56 by group 223,032,991. 225,936,942. Total 6,155,184.28 3,251,232.94 08 42 Of which bad debt provision reversed or recovered with significant amount in the Reporting Period: No (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 Unit: RMB Proportion to total ending Ending balance of Ending balance of bad Name of the entity balance of accounts accounts receivable debt provision receivable Customer 1 170,103,568.50 30.19% 3,402,071.37 Customer 2 23,896,557.76 4.24% 477,931.16 Customer 3 21,182,519.25 3.76% 423,650.39 Customer 4 21,885,020.77 3.88% 437,700.42 Customer 5 18,470,927.36 3.28% 369,418.55 Total 255,538,593.64 45.35% 2. Other Receivables Unit: RMB Item Ending balance Beginning balance Other receivables 23,639,899.46 21,681,331.85 Total 23,639,899.46 21,681,331.85 (1)Other Receivable 1) Other Receivables Classified by Account Nature Unit: RMB 207 Changchai Company, Limited Annual Report 2019 Nature Ending carrying amount Beginning carrying amount Cash deposit and Margin 4,200.00 4,200.00 Intercourse funds among units 38,535,333.35 36,267,607.16 Petty cash and borrowings by 624,083.07 596,876.87 employees Other 15,373,206.41 15,364,366.83 Total 54,536,822.83 52,233,050.86 2) Withdrawal of Bad Debt Provision Unit: RMB First stage Second stage Third stage Expected loss in the Expected credit Expected loss in the Bad debt provision duration (credit Total loss of the next duration (credit impairment not 12 months impairment occurred) occurred) Balance of 1 30,551,719.01 30,551,719.01 January 2019 Balance of 1 January 2019 in the —— —— —— —— Current Period --Transfer to Second stage -- Transfer to Third stage -- Reverse to Second stage -- Reverse to First stage Withdrawal of the 345,204.36 345,204.36 Current Period Reversal of the Current Period Write-offs of the Current Period Verification of the Current Period 208 Changchai Company, Limited Annual Report 2019 Other changes Balance of 31 30,896,923.37 30,896,923.37 December 2019 Changes of carrying amount with significant amount changed of loss provision in the Current Period □ Applicable √ Not applicable Disclosure by aging Unit: RMB Aging Carrying amount Within 1 year (including 1 year) 21,069,950.51 1 to 2 years 1,594,927.07 2 to 3 years 1,513,504.75 Over 3 years 30,358,440.50 3 to 4 years 215,594.13 4 to 5 years 96,930.77 Over 5 years 30,045,915.60 3) Bad Debt Provision Withdrawn, Reversed or Recovered in the Reporting Period Information of bad debt provision withdrawn: Unit: RMB Changes in the Reporting Period Beginnin Category Reversal or Ending balance g balance Withdrawal Write-off Other recovery Bad debt provision 5,011,963 30,485.42 5,042,448.58 withdrawn .16 separately Bad debt provision 25,539,75 314,718.94 25,854,474.79 withdrawn by 5.85 group 30,551,71 Total 345,204.36 30,896,923.37 9.01 Other receivables with significant amount withdrawn bad debt provision separately at the period-end: Unit: RMB Other receivables Carrying amount Bad debt Withdrawal Withdrawal provision proportion (%) reason Changchai Group Imp. & Exp. Co., 2,853,188.02 2,853,188.02 100 Difficult to 209 Changchai Company, Limited Annual Report 2019 Ltd. recover Total 2,853,188.02 2,853,188.02 4) Particulars of the Actual Verification of Other Receivables during the Reporting Period: No. 5) Top 5 of the Ending Balance of Other Receivables Collected according to the Arrears Party Unit: RMB Proportion to Ending balance Name of the total ending Nature Ending balance Aging of bad debt entity balance of other provision receivables Changzhou Changchai Intercourse Benniu Diesel 10,000,000.00 Within 1 year 18.34% 200,000.00 funds Engine Fittings Co., Ltd. Within 1 year Changzhou with Changchai RMB8,088,841 Housheng Intercourse 9,215,263.56 .90, 1 to 2 16.90% 218,097.92 Agricultural funds years with Equipment Co., RMB1,126,421 Ltd. .66 Changzhou Intercourse Compressors 2,940,000.00 Over 5 years 5.39% 2,940,000.00 funds Factory Changchai Intercourse Group Imp. & 2,853,188.02 Over 5 years 5.23% 2,853,188.02 funds Exp. Co., Ltd. Changzhou New District Intercourse 1,626,483.25 Over 5 years 2.98% 1,626,483.25 Accounting funds Centre Total -- 26,634,934.83 -- 48.84% 7,837,769.19 3. Long-term Equity Investment Unit: RMB Item Ending balance Beginning balance 210 Changchai Company, Limited Annual Report 2019 Carrying Depreciation Carrying Carrying Depreciation Carrying amount reserves value amount reserves value Investment to 251,752,730. 251,752,730. 241,752,730. 241,752,730. 0.00 0.00 subsidiaries 03 03 03 03 Investment to joint ventures and 44,182.50 44,182.50 0.00 44,182.50 44,182.50 0.00 associated enterprises 251,796,912. 251,752,730. 241,796,912. 241,752,730. Total 44,182.50 44,182.50 53 03 53 03 (1) Investment to Subsidiaries Unit: RMB Increase/decrease Beginning Ending Ending Withdrawa balance balance balance of Investees Additional Reduced l of (carrying Other (carrying depreciatio investment investment depreciatio value) value) n reserves n reserves Changchai Wanzhou 51,000,000 51,000,000 Diesel .00 .00 Engine Co., Ltd. Changzhou Changchai Benniu 96,466,500 96,466,500 Diesel .00 .00 Engine Fittings Co., Ltd. Changzhou Housheng 40,000,000 40,000,000 Investment .00 .00 Co., Ltd. 211 Changchai Company, Limited Annual Report 2019 Changzhou Changchai Housheng 7,000,000. 7,000,000. Agricultural 00 00 Equipment Co., Ltd. Changzhou Fuji Changchai 47,286,230 47,286,230 Robin .03 .03 Gasoline Engine Co., Ltd. Jiangsu Changchai 10,000,000 10,000,000 Machinery .00 .00 Co., Ltd. 241,752,73 10,000,000 251,752,73 Total 0.00 0.03 .00 0.03 (2) Investment to Joint Ventures and Associated Enterprises Unit: RMB Increase/decrease Gains Adjust Endin Begin and Cash Endin ment Withd g ning losses bonus g of rawal balanc balanc Additi Reduc recogn Chang or balanc Invest other of e of e onal ed ized es of profits e ee compr impair Other deprec (carryi invest invest under other annou (carryi ehensi ment iation ng ment ment the equity nced ng ve provis reserv value) equity to value) incom ion es metho issue e d II. Associated enterprises 212 Changchai Company, Limited Annual Report 2019 Beijin g Tsingh ua Xingy e Indust 44,182 0.00 0.00 rial .50 Invest ment Mana gemen t Co., Ltd. Subtot 44,182 0.00 0.00 al .50 44,182 Total 0.00 0.00 .50 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 1,829,511,302.64 1,547,250,831.33 1,929,864,957.32 1,659,272,787.45 Other operations 36,780,436.75 28,376,158.13 38,862,108.04 30,434,073.18 Total 1,866,291,739.39 1,575,626,989.46 1,968,727,065.36 1,689,706,860.63 Whether the Company has executed the new revenue standards □ Yes √ No 5. Investment Income Unit: RMB Item Reporting Period Same period of last year Dividend income from holding of 6,069,000.00 other equity instrument investment Investment income from holding of 7,597,950.00 available-for-sale financial assets Investment income from disposal of 104,866,770.49 available-for-sale financial assets 213 Changchai Company, Limited Annual Report 2019 Income from transferring to 137,814.50 accommodation business Total 6,206,814.50 112,464,720.49 XVII. 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 1,914,137.47 non-current assets Government grants recognized in the current period, except for those acquired in the ordinary course of 5,312,295.51 business or granted at certain quotas or amounts according to the government’s unified standards Capital occupation charges on non-financial enterprises that are 536,504.84 recorded into current gains and losses Gain/loss from change of fair value of trading financial assets and liabilities, and derivative financial assets and liabilities, and investment gains from disposal of trading financial assets and liabilities, and -49,255.00 derivative financial assets and liabilities, and other creditor’s rights investment, other than valid hedging related to the Company’s common businesses Other non-operating income and 372,534.93 expenses other than the above 214 Changchai Company, Limited Annual Report 2019 Reversed portions of impairment allowances for entrustment loans 4,000,000.00 which are tested individually for impairment Less: Income tax effects 1,520,857.98 Non-controlling interests effects 7,556.87 Total 10,557,802.90 -- 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 EPS (Yuan/share) Profit as of Reporting Period Weighted average ROE (%) EPS-basic EPS-diluted Net profit attributable to ordinary shareholders of the 1.20% 0.04 0.04 Company Net profit attributable to ordinary shareholders of the 0.69% 0.03 0.03 Company after deduction of non-recurring profit or loss 215 Changchai Company, Limited Annual Report 2019 Part XIII 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 2020 216