Short form of the Stock: Suchangchai A, Suchangchai B Stock Code: 000570, 200570 Notice Number: 2010-021 CHANGCHAI COMPANY, LIMITED THE THIRD QUARTERLY REPORT 2010 § 1 Important Notes 1.1 The Board of Directors, the Supervisory Board, directors, supervisors and senior management staff of Changchai Company, Limited (hereinafter referred to as “the Company”) hereby confirm that this report contains no false information, misleading statements or material omission, and accept, individually and collectively, the responsibilities for the factuality, accuracy and completeness of the contents of this report. 1.2 None of the directors, supervisors, or senior management demonstrated uncertainty or disagreement about the factuality, accuracy, and completeness of this quarterly report. 1.3 All directors attended the board meeting in person except the following director. Name Title Reason Name of consigner Lu Jiaxiang Director On business trip Shi jianchun Zhu jianming Independent Director On business trip Xue guojun 1.4 The Financial Report of this quarterly report has not been audited by a CPA firm. 1.5 Mr. Xue Guojun, Person-in-charge of the Company, Mr. He Jianguang, Person-in-charge of the accounting work and Mr. Jiang He, Person-in-charge of the accounting department hereby confirm that the Financial Report enclosed in the Quarterly Report is factual and complete. §2 Company Profile 2.1 Major accounting data and financial indexes Unit: (RMB) Yuan 30 Sep. 2010 31 Dec. 2009 Increase/decrease (%) Total assets (Yuan) 3,174,516,942.30 2,940,087,431.89 7.97% Owners’ equity attributable to shareholders of listed company (Yuan) 1,927,086,213.10 1,797,529,734.74 7.21% Share capital (share) 561,374,326.00 561,374,326.00 0.00% Net assets per share attributable to shareholders of listed company (Yuan/share) 3.43 3.20 7.19%Jul.-Sep. 2010 Increase/decrease year-on-year (%) Jan.-Sep. 2010 Increase/decrease year-on-year (%) Total operating income (Yuan) 651,371,008.34 1.75 2,138,046,463.99 13.26 Net profit attributable to shareholders of listed company (Yuan) 26,161,938.98 53.47 88,722,265.86 -56.88 Net cash flows generated from operating activities (Yuan) - - 78,466,424.14 -78.29 Net cash flows per share generated from operating activities (Yuan/share) - - 0.14 -78.13 Basic earnings per share (Yuan/share) 0.05 66.67 0.16 -56.40 Diluted return on net assets (Yuan/share) 0.05 66.67 0.16 -56.40 Return on equity (%) 1.36% 0.29 4.60% -8.30 Return on equity after deducting non-recurring gains and losses (%) 1.23% 0.19 4.39% -0.73 Items of non-recurring gains and losses From year-begin to the end of report period Note Gains and losses from disposal of non-current assets 6,050,730.16 Including: a net income of RMB 6,050,730.16 from fixed asset disposal Government subsidies recorded into current gains and losses, excluding government subsidies with close relationship with the Company’s business and rationed government grants in line with the united standard and the state policy 830,030.84 Gains and losses from changes in fair value due to transaction financial assets and liabilities, and investment income from disposal of transaction financial assets, transaction financial liabilities and financial assets available for sale, excluding valid hedging related to routine operation of the Company 391,272.39 Other non-operating income and expense except the aforesaid items -2,255,070.11 Impact on income tax -813,330.34 Effect on minority interests (after tax) -113,973.46 Total 4,089,659.48 - 2. Total number of shareholders at period-end and shareholding of top ten shareholders holding tradable shares Unit: share Total number of shareholders at period-end 108538 The top ten shareholders holding shares not subject to trading moratorium Full name of shareholders Number of shares not subject to trading moratorium held at Type of sharethe period-end State-owned Assets Supervision and Administration Commission of Changzhou Municipal Government 168,497,736 RMB ordinary shares China Construction Bank-ICBC Credit Suisse Selected Balanced Mixed Fund 3,999,911 RMB ordinary shares UBS CUSTODY SERVICES SINGAPORE PTE. LTD. 999,908 Domestically listed foreign share Sinoauto Company, Ltd. 908,510 Domestically listed foreign share NORGES BANK 898,350 Domestically listed foreign share Li Tao 838,391 Domestically listed foreign share Yu Xiaoping 790,000 Domestically listed foreign share Shenzhen Huarong Century Investment Co., Ltd. 740,250 RMB ordinary shares Ma Zeqi 712,500 Domestically listed foreign share Ningxia Computer Software and Technical Service Co., Ltd 672,675 RMB ordinary shares § 3 Significant Events 3.1 Particulars about major changes of main accounting statement items and financial indicators, as well as reasons for the changes √Applicable □Inapplicable 1. Accounts receivable increased over that at the year-begin mainly because in the report period, the Company moderately allowed postponed payments in sales according to relevant agreements and plans so as to expand market space. 2. Inventories decreased over that at the year-begin mainly because some of the inventories that the Company prepared at the year-begin were sold in the report period. 3. Payroll payable decreased considerably over that at the year-begin mainly because some salary reserves were withdrawn at the period-begin and spent in the current period. 4. Other accounts payable increased greatly over that at the year-begin mainly because the Company raised the anticipated expenses on selling concession and repair services so as to expand the market and strengthen the after-sales service. 5. Investment income decreased significantly over last year mainly because in the same period of last year, the Company sold the 4.5 million shares of “Foton Motor” (recognized as transactional financial assets) and transferred the 35,117,105 shares of “Kama B”, at the price of RMB 5.33 per share, to China Hi-tech Group Corporation, which generated a non-recurring income, while there was no such an income in the current year. 6. Net profit showed a considerable fall as compared with last year mainly because: (1) In the first half of 2009, the Company sold the 4.5 million shares of “Foton Motor” (recognized as transactional financial assets), which accumulatively generated a pre-tax income of RMB 14,805,000 for the first three quarters of the year; and (2) In the first half of 2009, the Company transferred the 35,117,105 shares of “Kama B”, at the price of RMB 5.33 per share, to China Hi-tech Group Corporation, generating a non-recurring pre-tax income of RMB 155,467,758.02.But there has not been any non-recurring income in 2010. 3.2 Progress and influence of significant events, as well as the analysis on solutions 3.2.1 None-standard opinions □Applicable √Inapplicable 3.2.2 The Company provided funds to its controlling shareholder or related parties and provided guarantees in violation of established procedures. □Applicable √Inapplicable 3.2.3 Signing and performance of significant contracts for daily operation □Applicable √Inapplicable 3.2.4 Other □Applicable √Inapplicable 3.3 Fulfillment of commitments made by the Company, shareholders and the actual controller √Applicable □Inapplicable Commitment Commitment maker Specific contents of the commitment Execution Commitment concerning share reform State-owned Assets Supervision and Administration Commission of Changzhou Municipal Government 1. The non-tradable shares held by the Commission shall not be listed for trading or transferred within 12 months since the execution date of the reform plan; and 2. Upon expiration of the said commitment period, the originally non-tradable shares sold via listing and trading in Shenzhen Stock Exchange shall not exceed 5% of the Company’s total shares within 12 months or 10% within 24 months. Accomplished Commitment concerning share trading moratorium Inapplicable Commitment as stated in the acquisition report or the report on owners’ equity change Inapplicable Commitments concerning significant asset reorganization Inapplicable Commitment concerning issuance Inapplicable Other commitments Inapplicable(including supplementary ones) 3.4 Warnings of possible losses or major changes of the accumulative net profit achieved during the period from year-begin to the end of the next report period compared with the same period of last year, as well as explanation on reasons □Applicable √Inapplicable 3.5 Other significant events that need to be explained 3.5.1 Securities investment √Applicable □Inapplicable Seque nce No. Securities variety Stock code Short form of stock Initial investment amount (RMB) Number of shares held (share) Book value at period-end Proportion in total securities investment at period-end (%) Profits or losses in report period 1 Stock 002485 Sinoer 39,900.00 1,500 39,900.00 14.18% 0.00 2 Stock 002487 DHI Corp 19,300.00 500 19,300.00 6.86% 0.00 3 Stock 300126 Shanghai Ken Tools 17,000.00 500 17,000.00 6.04% 0.00 4 Stock 300127 Chengdu Galaxy Magnets 9,000.00 500 9,000.00 3.20% 0.00 5 Fund Dongfeng No.6 200,000.00 200,000.00 196,186.31 69.72% -3,813.69 Other securities investment held at period-end 0.00 - 0.00 0.00% 0.00 Profits or losses from securities investment sold in report period - - - - 395,086.08 Total 285,200.00 281,386.31 391,272.39 3.5.2 Equity of other listed companies held by the Company √Applicable □Inapplicable Stock code Short form of stock Initial investment amount Proportion in equity of this company Book value at the period-end Profits or losses for the report period Changes in owners’ equity in the report period Accounting item Equity source 600166 Foton Motor 41,784,000.00 3.94% 736,227,500.00 0 48,046,250.00 Available-for-sale financial assets Via an asset exchangewith the Changchai Group in 1999 600377 Ninghu Expressway 90,500.00 351,000.00 0 -6,000.00 Available-for-sale financial assets Via an transfer upon agreement Total 41,874,500.00 736,578,500.00 0 48,040,250.00 3.5.3 Equities of non-listed financial enterprises and to-be-listed enterprises held by the Company √Applicable □Inapplicable Name of the entity Initial investment amount Number of equities held by the Company Proportion in the entity’s total equities Closing book value Gains/losses for report period Changes in owners’ equity in the report period Accounting item Equity source Bank of Jiangsu 38,000,000.00 38,000,000 0.48% 38,000,000.00 0.00 0.00 Long-term equity investment Promoter’s stock Total 38,000,000.00 38,000,000 - 38,000,000.00 0.00 0.00 - - 3.5.4 Researches, interviews and visits received during the report period □Applicable √Inapplicable 3.6 Derivatives investment □Applicable √Inapplicable 3.6.1 Derivatives investment held at the period-end □Applicable √Inapplicable