Stock code: 000570, 200570 Stock abbreviation: Su Changchai A, Su Changchai B Announcement No.: 2017-009
CHANGCHAI COMPANY, LIMITED
THE FIRST QUARTERLY REPORT FOR YEAR 2017
Section I Important Statements
The Board of Directors, the Supervisory Committee, directors, supervisors and senior
management staff of Changchai Company, Limited (hereinafter referred to as “the Company”)
warrant that the information carried in this report is factual, accurate and complete, without any
false record, misleading statement or material omission. And they shall be jointly and severally
liable for that.
All directors have attended the board session for reviewing this report.
Shi Xinkun, company principal, Zhang Xin, chief of the accounting work, and Jiang He, chief
of the accounting organ (chief of accounting), hereby confirm that the financial statements enclosed
in this report are factual, accurate and complete.
This Report is prepared in both Chinese and English. Should there be any discrepancy between
the two versions, the Chinese version shall prevail.
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Section II Financial Results and Changes in Shareholders
I Financial results
Whether the Company performed any retroactive adjustments to or restatement of its accounting data due to
changes of accounting policies or correction of accounting errors
□ Yes √ No
January-March 2017 January-March 2016 +/-%
Operating revenues (RMB) 723,164,530.66 654,517,225.08 10.49%
Net profit attributable to shareholders of the
34,991,536.70 24,282,056.99 44.10%
Company (RMB)
Net profit attributable to shareholders of the
Company before exceptional profit and loss 14,440,682.83 24,946,954.15 -42.11%
(RMB)
Net operating cash flow (RMB) -52,599,067.83 -5,947,696.22 ——
Basic earnings per share (RMB/share) 0.06 0.04 50.00%
Diluted earnings per share (RMB/share) 0.06 0.04 50.00%
Weighted average return on equity (%) 1.48% 1.22% 0.26%
31 March 2017 31 December 2016 +/-%
Total assets (RMB) 3,924,083,844.86 3,724,857,266.71 5.35%
Net assets attributable to shareholders of the
2,392,797,929.62 2,323,712,892.92 2.97%
Company (RMB)
Exceptional profit and loss
√ Applicable □ Inapplicable
Unit: RMB
Item January-March 2017 Note
Profit/loss on disposal of non-current assets (including
621,715.50
offset asset impairment provisions)
Government subsidies charged to the profit/loss for this
Reporting Period (except for the government grants
closely related to the business of the Company and 334,893.41
given at a fixed quota or amount in accordance with the
State’s uniform standards)
Profit due to the situation where investment costs for the The equity ownership
Company to obtain subsidiaries, associates and joint transfer on the Company’s
ventures are lower than the enjoyable fair value of 22,756,742.66 acquisition of Changzhou
identifiable net assets of investees when making Fuji Changchai Robin
investments Gasoline Engine Co., Ltd.
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(Changchai Robin) was
completed in 20 January
2017, since when Changchai
Robin has been included into
the consolidation scope of
the Company. For the
transaction price of the said
equity acquisition was lower
than the evaluated price, the
said deal generated an
income of
RMB22,756,742.66.
Profit/loss on fair value changes of transactional
financial assets and liabilities & investment income
from disposal of transactional financial assets and
107,098.26
liabilities as well as financial assets available for sale,
except for effective hedges related to routine operations
of the Company
Non-operating income and expense other than the above -3,609,136.60
Less: Corporate income tax effects -318,449.38
Minority interests effects (after tax) -21,091.26
Total 20,550,853.87 --
Explain the reasons if the Company classifies an item as exceptional profit/loss according to the definition in the
Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the
Public—Exceptional Profit and Loss, or classifies any exceptional profit/loss item mentioned in the said
explanatory announcement as recurrent profit/loss
□ Applicable √ Not applicable
No such cases in the Reporting Period.
II Total number of shareholders at the period-end and shareholdings of top ten shareholders
1. Numbers of common shareholders and preference shareholders with resumed voting rights as well as
shareholdings of top ten shareholders
Unit: share
Total number of preference
Total number of common
50,464 shareholders with resumed 0
shareholders at the period-end
voting rights at the period-end
Shareholdings of top ten shareholders
Pledged or frozen
Shareholding Number of
Nature of Number of shares
Name of shareholder percentage restricted shares
shareholder shares held Status of Number
(%) held
shares of shares
State-owned Assets On behalf of
30.43% 170,845,236
Supervision and the
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Administration Commission of government
Changzhou Municipal
People’s Government
Bosera Value Growth Fund Other 2.51% 14,100,000
China Construction
Bank-Bosera Value Growth Other 0.96% 5,400,000
No. 2 Fund
Foreign
KGI Asia Limited 0.59% 3,294,845
corporation
Beijing Shen Zhou Mu
Investment Fund Management
Other 0.48% 2,710,495
Ltd.—Hongyan Shen Zhou
Mu Fund
Guo Dong Ze Quan
Investment Management Co.,
Ltd.－Ze Quan Wealth Other 0.36% 2,006,800
Manager Securities Investment
Fund No. 2
Zhong Ou Asset
Management-Bank of
China-Ping An Life Insurance-
Zhong Ou Asset Management Other 0.34% 1,899,930
- Ping An Life Insurance
Entrusted Investment No. 1
Asset Management Plan
Vanguard Total International Foreign
0.29% 1,626,592
Stock Index Fund corporation
Tibet Shen Zhou Mu Fund
Management Co.,
Other 0.29% 1,613,081
Ltd.—Tianlu Securities
Investment Private Fund No. 1
Domestic
Huang Guoliang 0.27% 1,528,891
individual
Shareholdings of top ten non-restricted shareholders
Number of non-restricted Variety of shares
Name of shareholder
shares held Variety Number
State-owned Assets Supervision and
Administration Commission of Changzhou 170,845,236 RMB ordinary shares 170,845,236
Municipal People’s Government
Bosera Value Growth Fund 14,100,000 RMB ordinary shares 14,100,000
China Construction Bank-Bosera Value
5,400,000 RMB ordinary shares 5,400,000
Growth No. 2 Fund
Domestically listed
KGI Asia Limited 3,294,845 3,294,845
foreign shares
Beijing Shen Zhou Mu Investment Fund 2,710,495 RMB ordinary shares 2,710,495
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Management Ltd.—Hongyan Shen Zhou
Mu Fund
Guo Dong Ze Quan Investment
Management Co., Ltd.－Ze Quan Wealth 2,006,800 RMB ordinary shares 2,006,800
Manager Securities Investment Fund No. 2
Zhong Ou Asset Management-Bank of
China-Ping An Life Insurance- Zhong Ou
Asset Management - Ping An Life 1,899,930 RMB ordinary shares 1,899,930
Insurance Entrusted Investment No. 1 Asset
Management Plan
Vanguard Total International Stock Index Domestically listed
1,626,592 1,626,592
Fund foreign shares
Tibet Shen Zhou Mu Fund Management
Co., Ltd.—Tianlu Securities Investment 1,613,081 RMB ordinary shares 1,613,081
Private Fund No. 1
Domestically listed
Huang Guoliang 1,528,891 1,528,891
foreign shares
It is unknown whether there was any associated relationship among
the top ten tradable shareholders and among the top ten shareholders
Related or acting-in-concert parties among
not subject to trading moratorium, or whether they are persons
the above shareholders
acting in concert as described by Measures for the Administrative of
Disclosure of Shareholder Equity Changes.
Shareholder Beijing Shen Zhou Mu Investment Fund Management
Ltd.—Hongyan Shen Zhou Mu Fund held a total of 968,100 shares
Top ten common shareholders conducting
in the Company, representing a stake of 0.17%, through the client
securities margin trading
account of collateral securities for margin trading of Southwest
Securities Co., Ltd.
Did any of the top ten common shareholders or the top ten non-restricted common shareholders of the Company
conduct any promissory repo during the Reporting Period?
□ Yea √ No
No such cases in the Reporting Period.
2. Total number of preference shareholders and shareholdings of the top ten of them
□ Applicable √ Not applicable
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Section III Significant Events
I Changes in major accounting statement items and financial indicators for the Reporting
Period, as well as reasons for such changes
√ Applicable □ Not applicable
1. Accounts receivable increased by RMB306,206,478.47 (85.23%) from the opening amount mainly because the
Company properly allowed customers’ buying on credit according to its production and operation characteristics
in the first quarter to expand its market space, and the percentage of multi-cylinder engines in the total sales
increased (longer payment days for these customers for they mostly procure multi-cylinder engines as a
component).
2. Other accounts receivable increased by RMB16,648,375.49 (399.66%) from the opening amount mainly
because of the temporary lendings from subsidiary Housheng Investment to Xuzhou East China Casting General
Factory, etc.
3. Long-term equity investments decreased by RMB21,006,230.03 (100%) from the opening amount mainly
because wholly-owned subsidiary Changzhou Fuji Changchai Robin Gasoline Engine Co., Ltd. (Changchai Robin)
were included in the consolidation scope for the Reporting Period, while it was measured as a long-term equity
investment in a joint stock company in the same period of last year.
4. Construction in progress decreased by RMB34,954,074.17 (38.93%) from the opening amount mainly because
the multi-cylinder engine improvement project phase II partly became fixed assets.
5. Notes payable increased by RMB94,940,000.00 (34.39%) from the opening amount mainly because notes were
adopted more often in the settlement with suppliers.
6. Payroll payable decreased by RMB25,813,507.52 (44.09%) from the opening amount mainly because some of
the salary and bonus provisions made last year were paid in the Reporting Period.
7. Taxes and surtaxes increased by RMB2,290,705.23 (1550.36%) from the same period of last year mainly
because of the taxes and surtaxes of the newly consolidated Changchai Robin.
8. Asset impairment loss decreased by RMB7,152,145.26 (100%) from the same period of last year mainly
because provisions were made for the impairment of accounts receivable for in the same period of last year while
there were no such cases in the Reporting Period.
9. Investment income increased by RMB1,269,812.54 (134.34%) from the same period of last year mainly
because in the consolidation of Changchai Robin, the equity investment was re-measured as per its fair value on
the acquisition day and the difference between its fair value and book value was charged to the current investment
income.
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10. Non-operating revenues increased by RMB20,660,013.67 (2098.62%) from the same period of last year
mainly because the Company acquired the equity interests of Changchai Robin at a discount and the income from
the consolidation was charged to the current non-operating revenues.
11. Non-operating expense increased by RMB1,515,240.19 (71.04%) from the same period of last year mainly
because of the loss on disposal of bad inventories.
12. Corporate income tax decreased by RMB2,368,517.96 (47.86%) from the same period of last year mainly
because of the decreased profit of the Company as a parent company.
13. Net profit attributable to the owners of the Company as a parent company increased by RMB10,709,479.71
(44.10%) from the same period of last year mainly because the Company acquired the equity interests of
Changchai Robin at a price lower than the evaluated price and the income thus generated was charged to the
current profit/loss.
14. Net cash flows from operating activities decreased by RMB46,651,371.61 from the same period of last year
mainly because of the increased accounts receivable.
15. Net cash received from disposal of fixed assets, intangible assets and other long-term assets increased by
RMB436,223.44 (2011.17%) from the same period of last year mainly because subsidiary Chuangzhou Changchai
Benniu Diesel Engine Fittings Co., Ltd. received cash for disposal of some fixed assets.
II Progress of significant events and analysis & explanations on their influence and solutions
√ Applicable □ Not applicable
The Company held the interim meeting of board of directors on 26 Aug. 2016. The meeting reviewed and
approved the Proposal about Receiving 67% of Stock Rights of Changzhou Fuji Changchai Robin Gasoline
Engine Co., Ltd. Held by Fuji Heavy Industries Ltd.. After merger is completed, the Company will hold 100% of
stock rights of Changzhou Fuji Changchai Robin Gasoline Engine Co., Ltd. and Changzhou Fuji Changchai Robin
Gasoline Engine Co., Ltd. will be transferred to domestic enterprise from Sino-Foreign joint venture. Changzhou
Fuji Changchai Robin Gasoline Engine Co., Ltd. completed the industrial and commercial registration of
alteration related to stock rights transfer and got Business License changed by Market Supervision Commission of
Changzhou National High-Tech Industrial Development Area (New North Area) on 20 Jan. 2017. The registered
capital is RMB 37,250,000, scope of business comprises small general gasoline engine and concerned equipment
(including agricultural machinery, engineering machinery, water pump unit and small generator unit); production,
processing, research, development, sales, technical consultation of relevant components and spare parts.
Changzhou Fuji Changchai Robin Gasoline Engine Co., Ltd. will be added into the scope of consolidated
statements of the Company since 20 January 2017. For the transaction price was lower than the evaluated price, an
income of RMB22,756,742.66 was generated in this transaction, which was respectively charged to the current
investment income and non-operating revenues.
Summary of significant event Disclosure date Related announcement No.
Acquisition of a 67% stake of Changzhou Fuji
08/30/2016 2016-016
Changchai Robin Gasoline Engine Co., Ltd.
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held by the Japan-based Fuji Heavy Industries
Ltd.
Equity ownership transfer completed for the
acquisition of a 67% stake of Changzhou Fuji
Changchai Robin Gasoline Engine Co., Ltd. 01/24/2017 2017-001
held by the Japan-based Fuji Heavy Industries
Ltd.
III Commitments of the Company, its shareholders, actual controller, acquirer, directors,
supervisors, senior management or other related parties fulfilled in the Reporting Period or
ongoing at the period-end
□Applicable√ Not applicable
IV Operating result forecast for January-June 2017
Warning of possible loss or considerable YoY change of the accumulated net profit made during the
period-beginning to the end of the next reporting period according to prediction, as well as explanations on the
reasons:
□Applicable √ Not applicable
V Securities investments
□ Applicable √ Not applicable
No such cases in the Reporting Period.
VI Investments in derivative financial instruments
□ Applicable √ Not applicable
No such cases in the Reporting Period.
VII Visits paid to the Company in the Reporting Period for purposes of research,
communication, interview, etc.
√ Applicable □ Not applicable
Date of visit Way of visit Type of visitor Index to main inquiry information
List of the progress of the state-owned enterprise
6 Jan.2017 Other Individual
reform of the Company
7 Jan.2017 Other Individual Future development strategies of the Company
17 Jan.2017 Other Individual Operation of the Company
28 Feb.2017 Other Individual Operation of the Company
30 Mar.2017 Other Individual List of the Company’s future plan
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VIII Illegal provision of guarantees for external parties
□ Applicable √ Not applicable
No such cases in the Reporting Period.
IX Occupation of the Company’s funds by the controlling shareholder or its related parties
for non-operating purposes
□ Applicable √ Not applicable
No such cases in the Reporting Period.
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