苏常柴B:2015年年度报告(英文版)

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The 2015 Annual Report of Changchai Company, Limited

CHANGCHAI COMPANY, LIMITED

THE 2015 ANNUAL REPORT

April 2016

1

The 2015 Annual Report of Changchai Company, Limited

Section I Important Statements, Contents & Terms

The Board of Directors, the Supervisory Committee as well as the directors, supervisors and

senior management staff of Changchai Company, Limited (hereinafter referred to as the “Company”)

warrant that this Report is factual, accurate and complete without any false information, misleading

statements or material omissions. And they shall be jointly and severally liable for that.

Mr. Xue Guojun, company principal, Mr. He Jianguang, chief of the accounting work, and Mr.

Jiang He, chief of the accounting organ (chief of accounting), hereby confirm that the Financial

Report carried in this Report is factual, accurate and complete.

All directors attended the board meeting for the review of this Report.

The future plans and some other forward-looking statements carried in this Report shall not be

considered as virtual promises of the Company to investors. And investors are kindly reminded to

pay attention to possible risks.

The Company’s preliminary plan for profit distribution upon review and approval at the board

meeting: Based on the total shares of 561,374,326, a cash dividend of RMB0.23 (tax included) will

be distributed to all the shareholders for every 10 shares that they hold. No bonus shares will be

granted and no capital reserves will be turned into share capital.

This Report is prepared in both Chinese and English. Should there be any understanding

discrepancy between the two versions, the Chinese version shall prevail.

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The 2015 Annual Report of Changchai Company, Limited

Contents

Section I Important Statements, Contents & Terms................................................................................................... 2

Section II Company Profile & Financial Highlights.................................................................................................. 5

Section III Business Profile ....................................................................................................................................... 8

Section IV Discussion & Analysis by the Management ............................................................................................ 9

Section V. Significant Events................................................................................................................................... 20

Section VI. Change in Shares & Shareholders ........................................................................................................ 28

Section VII. Preference Shares ................................................................................................................................ 32

Section VIII. Directors, Supervisors, Senior Management Staff & Employees ...................................................... 32

Section IX. Corporate Governance.......................................................................................................................... 36

Section X. Financial Report..................................................................................................................................... 41

Section XI. Documents Available for Reference ................................................................................................... 120

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The 2015 Annual Report of Changchai Company, Limited

Terms

Term Refers to Specific meaning

Company, the Company,

Refers Changchai Company, Limited

Changchai

Changchai Benniu Refers Chuangzhou Changchai Benniu Diesel Engine Fittings Co., Ltd.

Changchai Wanzhou Refers Changchai Wanzhou Diesel Engine Co., Ltd.

Housheng Investment Refers Changzhou Housheng Investment Co., Ltd.

Housheng Agricultural

Refers Changzhou Changchai Housheng Agricultural Equipment Co., Ltd.

Equipment

Yuan, Ten thousand Yuan Refers RMB Yuan, RMB Ten thousand

Reporting period Refers 1 Jan. 2015-31 Dec. 2015

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The 2015 Annual Report of Changchai Company, Limited

Section II Company Profile & Financial Highlights

I. Basic information of the Company

Stock abbr. Changchai A, Changchai B Stock code 000570, 200570

Stock abbr. after change (if any) No changes

Stock exchange Shenzhen Stock Exchange

Company name in Chinese 常柴股份有限公司

Abbr. of Company name in Chinese 苏常柴

Company name in English (if any) CHANGCHAI COMPANY, LIMITED

Abbr. of Company name in English (if any) CHANGCHAI CO., LTD.

Legal representative Xue Guojun

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

Company Secretary Securities Affairs Representative

Name Shi Jianchun He Jianjiang

123 Huaide Middle Road, Changzhou, 123 Huaide Middle Road, Changzhou,

Contact address

Jiangsu, China Jiangsu, China

Tel. (86)519-86610041 (86)519-68683155

Fax (86)519-86630954 (86)519-86630954

E-mail address ccsjc@changchai.com cchjj@changchai.com

III. About information disclosure and where this Report is placed

Newspapers designated by the Company for information disclosure Securities Times, Ta Kung Pao (HK)

Internet website designated by CSRC for disclosing this Report http://www.cninfo.com.cn

Where this Report is placed Board Secretariat

IV. Changes in the registered information

Organizational code 91320400134792410W

Changes in main business since listing (if any) No changes

Changes of controlling shareholder (if any) No changes

V. Other information

The CPAs firm hired by the Company

Name Jiangsu Gongzheng Tianye Certified Public Accountants LLP

Office address 10/F, Yingtong Commerce Building, Changzhou, Jiangsu, China

Signing accountants Wang Wenkai, He Taifeng

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The 2015 Annual Report of Changchai Company, Limited

Sponsor engaged by the Company to conduct consistent supervision during the reporting period

□ Applicable √ Inapplicable

Financial consultant engaged by the Company to conduct consistent supervision during the reporting period

□ Applicable √ Inapplicable

VI. Accounting and financial highlights

Does the Company adjust retrospectively or restate the accounting data of previous years due to changes in the

accounting policy or correction of accounting errors?

□ Yes √ No

Increase/decrea

se of current

2015 2014 2013

year over last

year

Operating revenues (RMB Yuan) 2,519,799,547.29 2,489,792,063.33 1.21% 2,927,593,052.78

Net profits attributable to

shareholders of the Company (RMB 71,102,792.49 64,202,144.29 10.75% 75,712,361.04

Yuan)

Net profits attributable to

shareholders of the Company after

61,588,462.29 58,685,034.57 4.95% 71,950,142.51

extraordinary gains and losses (RMB

Yuan)

Net cash flows from operating

127,926,882.95 -51,507,355.52 —— 31,406,848.48

activities (RMB Yuan)

Basic EPS (RMB Yuan/share) 0.13 0.11 18.18% 0.13

Diluted EPS (RMB Yuan/share) 0.13 0.11 18.18% 0.13

Weighted average ROE (%) 3.53% 3.28% 0.25% 4.14%

Increase/decrea

As at 31 Dec. As at 31 Dec. se of current As at 31 Dec.

2015 2014 year-end than 2013

last year-end

Total assets (RMB Yuan) 3,232,406,102.20 3,166,783,758.18 2.07% 3,082,340,149.65

Net assets attributable to

shareholders of the Company (RMB 2,002,910,311.01 1,936,936,835.27 3.41% 1,809,577,062.45

Yuan)

VII. Differences of the accounting data under the domestic and the overseas accounting

standards

1. Differences of the net profits and the net assets disclosed in the financial reports prepared under the

international and the Chinese accounting standards

□ Applicable √ Inapplicable

No such differences for the reporting period.

2. Differences of the net profits and the net assets disclosed in the financial reports prepared under the

overseas and the Chinese accounting standards

□ Applicable √ Inapplicable

No such differences for the reporting period.

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The 2015 Annual Report of Changchai Company, Limited

VIII. Financial highlights by quarter

Unit: RMB Yuan

Q1 Q2 Q3 Q4

Operating revenues 650,305,530.50 709,590,370.19 815,273,308.97 344,630,337.63

Net profits attributable to shareholders of

17,279,138.61 20,284,260.57 36,184,587.95 -2,645,194.64

the Company

Net profits attributable to shareholders of

the Company after extraordinary gains and 15,137,500.97 20,573,118.31 35,546,486.10 -9,668,643.09

losses

Net cash flows from operating activities 1,795,087.91 44,932,653.21 48,916,342.35 32,282,799.48

Any material differences between the financial indicators above or their summations and those which have been

disclosed in quarterly or semi-annual reports?

□ Yes √ No

IX. Extraordinary gains and losses

√ Applicable □ Inapplicable

Unit: RMB Yuan

Item 2015 2014 2013 Note

Gains/losses on disposal of non-current assets

(including offset amount of asset impairment 211,929.61 118,901.99 568,054.78

provisions)

Governmental grants recorded into current gains and

losses (excluding those closely related to business of

11,903,636.62 10,344,073.62 2,022,736.01

the Company and granted at certain quotas or amounts

according to government’s standards)

Capital occupation charges on non-financial

enterprises that are recorded into current gains and 1,523,155.52 1,505,666.68 2,224,950.00

losses

Gains and losses on fair value changes of transactional

financial assets and liabilities & investment gains on

disposal of transactional financial assets and liabilities

1,793,021.58 572,812.70 439,841.66

as well as financial assets available for sale, except for

effective hedging related to normal business of the

Company

Impairment provision reversal for accounts receivable

1,879,038.74

on which impairment test is carried out separately

Non-operating income and expense other than above -4,109,778.32 -6,029,012.72 -1,918,603.81

Less: Income tax effects 1,747,894.80 995,341.14 1,236,496.89

Minority interests effects (after tax) 59,740.01 -8.59 217,301.96

Total 9,514,330.20 5,517,109.72 3,762,218.53 --

Explain the reasons if the Company classifies an item as an extraordinary gain/loss according to the definition in

the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the

Public—Extraordinary Gains and Losses, or classifies any extraordinary gain/loss item mentioned in the said

explanatory announcement as a recurrent gain/loss item

□ Applicable √ Inapplicable

No such cases in the reporting period.

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The 2015 Annual Report of Changchai Company, Limited

Section III Business Profile

I. Main business during 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, cereal harvesting machinery, 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 the main assets

1. Significant changes in the main assets

Main asset Reason for any significant change

Closing amount at RMB498,502,274.42, up 58.64% from opening

Notes receivable amount, mainly because the Company enhanced payment collection and

adopted notes more often for settlement with customers

Closing amount at RMB5,622,539.81, down 35.09% from opening

Other receivables amount, mainly because subsidiary Changchai Wanzhou recovered

guarantee deposit of RMB2 million in current period

Net closing amount at RMB60,304,691.41, up 90.06% from opening

Other current assets amount, mainly because of bank financial products purchased by the

Company in current period

2. Main assets overseas

□ Applicable √ Inapplicable

III. Core competitiveness analysis

1. Brand advantage

Incorporated in 1913, the Company has a history over 100 years, with its diesel engines well received both at

home and abroad.

The trademark of “Changchai” was the first among the production goods in the country to be recognized as a

“Famous Trademark of China”. In 2005, the single-cylinder diesel engines of the Company were among the first

to be titled as “Brandname Products of China”. In 2013, reviewed and approved by AQSIQ, the Company

produced for export had gained the qualification of exemption. In 2014, Changchai was awarded the honorary title

of “Y2012-Y2013 State-level Enterprise of Observing Contracts and Keeping Promise” and had been awarded the

title of “China Pacesetter Enterprise of Internal Combustion Engine and Accessories Manufacturing Industry” for

five years in a row. In 2015, the Company was honorably ranked among “the Demonstration Chinese Enterprises

in Export Quality and Safety”, was selected in “the Top One Hundred Chinese Enterprises in Engineering

Industry”, won as the leading brand in agricultural machinery industry in “Jing Geng” competition, and the

Company’s well-selling products, the 4G33TC, 3M78 and 4H11, respectively won the golden award among the

annual products in Chinese engineering industry, the golden award among accessories in Chinese agricultural

machinery, and the innovation award. For decades, the Company developed in a sound manner and cultivated the

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The 2015 Annual Report of Changchai Company, Limited

“Changchai” brand, a famous small diesel engine brand of China with independent intellectual property rights

2. Product advantage

Currently, the Company is mainly engaged in small power single-cylinder and multi-cylinder diesel engines.

It has a complete product range, a wide power level coverage, a high reputation and intellectual property rights for

its main products. It owns a state-level technical center, a post doctoral scientific research station and Jiangsu

Small-and Medium-Power Internal Combustion Engine Engineering Research Center. Quite a few of its

multi-cylinder diesel engines have passed the European Union EC certification and the America EPA certification.

Besides, it has the capability to develop and put into pass production products meeting the national emission

standard IV.

3. Sales network advantage

The Company has built up a sales service network covering the whole country. With 11 marketing units, 31

sales service centers, over 400 service locations and 600 cooperation maintenance stations, the service network

covering the major cities and the countryside, the Company is able to provide quality, efficient and timely services

for its customers.

Section IV Discussion & Analysis by the Management

I. Summary

In 2015, in face of multiple unfavorable factors such as the slowing-down macro-economy, a continuous

decrease in the gross output and sales volume in the diesel engine industry as well as the mounting pressure on

production safety and environmental protection, we carefully analyzed the market situation, beefed up the

adjustment to our product mix by various means, and seized opportunities in the domestic and overseas markets.

We also kept improving our equipment capability, increased the quality of our employees, strictly controlled our

product quality and enhanced management. As a result, we were able to deliver a good business performance,

which has further solidified our position in the diesel engine industry.

In 2015, we sold 907,700 units of various engines and machine sets and achieved sales revenues of

RMB2,519,799,500, almost the same with last year, of which 776,300 units of single-cylinder engines were sold,

down 6.58% from last year; and 131,400 units of multi-cylinder engines were sold, up 5.04% from last year,

maintaining a good development momentum. We exported 95,800 units of various engines and machine sets by

ourselves, generating an income of USD36.48 million. We achieved net profits of RMB71,102,800 attributable to

the shareholders of the Company, up 10.75% on a year-on-year basis.

In terms of single-cylinder engines, the Company launched multiple new products to meet the emission

requirements and the market needs. It grasped the opportunity of product upgrade and de-stocking in the second

half year, and accelerated market sales. It also transferred work focus, made market layout to the targeted

direction, enhanced the sales force for big-bore single-cylinder engines, and firmed the market share.

Concerning multi-cylinder engines, the Company stepped up product innovation, benchmarking management

and lean production. Making full use of its competitive products such as the 4G33 in the non-road field, it

strengthened the promotion of its multi-cylinder engines for harvesters and wheel-tractors, and vigorously broke

into new fields such as plant-protect machines and engineering machines, resulting in a year-on-year increase of

non-road multi-cylinder engines. Meanwhile, a second assembly line for multi-cylinder engines was set up to

meet the assembly requirements of various products.

As for overseas sales, the Company was under severe pressure from the overseas market. The Company

stuck to relying on the support from factors as technology and brand, strengthened the maintenance and

management for key markets and key clients, locked the target markets and target client, try hard efforts to

improve the sales of advantaged traditional products, and accelerated the expansion of new markets.

As for market service, the Company laid emphasis on optimization and integration of web resources for

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The 2015 Annual Report of Changchai Company, Limited

market service, planned diversified forms of training, continuously optimized management of market service,

accessory reserve, and accessory launch, met the demand from key clients and for key products in time, constantly

improved service satisfaction, and obtained obvious efforts in market service and management.

To sum up, in 2015, by stepping up product development and input to technical innovation, the Company

improved the overall competitiveness of its products and kept its leading position in medium and small

horsepower diesel engines. Meanwhile, the constantly low prices of raw and auxiliary materials contributed to the

result of saving internal costs and expenses, which ensured the sustainable and stable development of the

Company’s efficiency.

II. Main business analysis

1. Summary

See “I. Summary” in “Discussion & Analysis by the Management”.

2. Revenues and costs

(1) Breakdown of operating revenues

Unit: RMB Yuan

2015 2014

In total In total +/-%

Amount operating Amount operating

revenues revenues

Total of the operating income 2,519,799,547.29 100% 2,489,792,063.33 100% 1.21%

Classified by industries

Internal combustion engine

2,495,248,411.83 99.03% 2,461,692,196.75 98.87% 1.36%

industry

Other 24,551,135.46 0.97% 28,099,866.58 1.13% -12.63%

Classified by products

Diesel engines 2,495,248,411.83 99.03% 2,461,692,196.75 98.87% 1.36%

Other 24,551,135.46 0.97% 28,099,866.58 1.13% -12.63%

Classified by regions

Domestic 2,288,815,564.77 90.83% 2,208,186,564.77 88.69% 3.65%

Overseas 230,983,982.52 9.17% 281,605,498.56 11.31% -17.98%

(2) Industries, products or areas contributing over 10% of operating revenues or profit

√ Applicable □ Inapplicable

Unit: RMB Yuan

Operating

Gross Operating Gross profit

Operating cost: +/-%

Operating cost profit revenue: +/-% margin: +/-%

revenue from last

margin from last year from last year

year

Classified by industries

Internal combustion

2,495,248,411.83 2,094,368,998.80 16.07% 1.36% 0.22% 0.95%

engine industry

Classified by products

Diesel engines 2,495,248,411.83 2,094,368,998.80 16.07% 1.36% 0.22% 0.95%

Classified by regions

Domestic 2,264,264,429.31 1,870,059,314.22 17.41% 3.86% 3.05% 0.65%

Overseas 230,983,982.52 224,309,684.58 2.89% -17.98% -18.44% 0.55%

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The 2015 Annual Report of Changchai Company, Limited

Main business data of the previous year restated according to the changed statistical caliber for the reporting

period

□ Applicable √ Inapplicable

(3) Are the Company’s goods selling revenue higher than the service revenue?

√ Yes □ No

Classified by industries Item Unit 2015 2014 YoY +/-

Sales volume Piece 907,715 956,116 -5.06%

Diesel engines Output Piece 870,754 952,186 -8.55%

Stock Piece 63,514 100,475 -36.79%

(4) List of the execution of the signed significant sales contracts of the Company up to the reporting period

□ Applicable √ Inapplicable

(5) Operating cost form

Category of the industries and products

Unit: RMB Yuan

2015 2014

Ratio to the Ratio to the YoY

Category of the industries Item

Amount operating Amount operating +/-

cost cost

Internal combustion engine Raw

1,771,572,695.44 83.95% 1,784,220,009.29 84.75% -0.71%

industry materials

Internal combustion engine

Wages 200,838,801.68 9.52% 178,684,278.79 8.49% 12.40%

industry

Internal combustion engine

Depreciation 77,956,874.68 3.69% 72,536,387.35 3.45% 7.47%

industry

Internal combustion engine

Energy 30,561,457.15 1.45% 34,919,192.51 1.66% -12.48%

industry

Unit: RMB Yuan

2015 2014

Classified by

Item Ratio to the Ratio to the YoY +/-

products Amount Amount

operating cost operating cost

Diesel engines Raw materials 1,771,572,695.44 83.95% 1,784,220,009.29 84.75% -0.71%

Diesel engines Wages 200,838,801.68 9.52% 178,684,278.79 8.49% 12.40%

Diesel engines Depreciation 77,956,874.68 3.69% 72,536,387.35 3.45% 7.47%

Diesel engines Energy 30,561,457.15 1.45% 34,919,192.51 1.66% -12.48%

(6) Whether there were changes of the consolidation scope during the reporting period

□ Yes √ No

(7) List of the significant changes or adjustment of the industries, products or services of the Company

during the reporting period

□ Applicable √ Inapplicable

(8) List of the major trade debtors and major supplier

List of the major trade debtors of the Company

Total sales to the top 5 customers (RMB Yuan) 975,317,914.69

Ratio of the total sales to the top 5 customers to the annual total sales 38.71%

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The 2015 Annual Report of Changchai Company, Limited

Information of the top 5 customers of the Company

No. Name of customer Sales amount (RMB Yuan) Proportion in annual total sales

1 Customer 1 264,203,167.86 10.49%

2 Customer 2 262,183,617.40 10.40%

3 Customer 3 224,968,565.10 8.93%

4 Customer 4 122,012,118.47 4.84%

5 Customer 5 101,950,445.86 4.05%

Total -- 975,317,914.69 38.71%

Notes of the other situation of the major customers

□ Applicable √ Inapplicable

List of the major suppliers of the Company

Total purchase to the top 5 suppliers (RMB Yuan) 288,333,190.50

Ratio of the total purchase to the top 5 suppliers to the annual total purchase 13.70%

Information of the top 5 suppliers of the Company

Ratio to the annual purchase

No. Name of supplier Purchase amount (RMB Yuan)

amount

1 Customer 1 94,366,043.98 4.48%

2 Customer 2 67,130,484.66 3.19%

3 Customer 3 45,873,883.69 2.18%

4 Customer 4 45,854,727.69 2.18%

5 Customer 5 35,108,050.50 1.67%

Total -- 288,333,190.50 13.70%

Notes of the other situation of the major suppliers

□ Applicable √ Inapplicable

3. Expenses

Unit: RMB Yuan

2015 2014 YoY +/- Notes of the significant changes

Mainly due to the expansion of the service

Selling expenses 98,122,345.71 92,235,311.13 6.38% strength of the products market by the

Company.

Management

197,678,915.43 197,704,824.42 -0.01%

expenses

Mainly due to the depreciation of the current

Financial expenses -15,723,785.00 -10,932,468.28 43.83% Renminbi and the increase of the exchange

earnings.

4. R&D investment

√ Applicable □ Inapplicable

The Company has been paying attention on the R&D of the new products and new technology and regards

the market as the orientation to constantly promote the technology upgrade, to make great efforts to enhance the

R&D ability of the Company’s technology and the self-innovation ability as well as to improve the added value of

the products for constantly strengthening the market competitiveness of the Company.

List of the R&D investment of the Company

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The 2015 Annual Report of Changchai Company, Limited

2015 2014 Varied ratio

Number of the R&D personnel (person) 363 325 11.69%

Ratio to the R&D personnel 10.76% 10.59% 0.17%

Investment amount of the R&D (RMB10,000’) 77,961,271.34 90,058,586.14 -13.43%

Ratio of the R&D investment to the operating income 3.09% 3.62% -0.53%

Amount of the capitalized R&D investment (RMB Yuan) 0.00 0.00 0.00%

Ratio of the capitalized R&D investment to the R&D

0.00% 0.00% 0.00%

investment

Reason of remarkable changes over the last year of the ratio of the total R&D investment amount to the operating

income

□ Applicable √ Inapplicable

Reason of the greatly change of the ratio of the R&D investment capitalization and its reasonable explanation

□ Applicable √ Inapplicable

5. Cash flow

Unit: RMB Yuan

Item 2015 2014 YoY +/-

Subtotal of cash inflows from operating activities 2,686,973,788.27 2,736,050,730.30 -1.79%

Subtotal of cash outflows from operating activities 2,559,046,905.32 2,787,558,085.82 -8.20%

Net cash flows from operating activities 127,926,882.95 -51,507,355.52 ——

Subtotal of cash inflows from investing activities 17,469,925.84 11,488,203.39 52.07%

Subtotal of cash outflows from investing activities 68,003,567.09 85,211,666.98 -20.19%

Net cash flows from investing activities -50,533,641.25 -73,723,463.59 -31.46%

Subtotal of cash inflows from financing activities 17,000,000.00 20,280,600.00 -16.18%

Subtotal of cash outflows from financing activities 32,438,823.99 41,194,562.05 -21.25%

Net cash flows from financing activities -15,438,823.99 -20,913,962.05 -26.18%

Net increase in cash and cash equivalents 61,954,417.71 -146,120,395.68 ——

Notes of the major effects on the YoY significant changes occurred of the data above

□ Applicable √ Inapplicable

Notes to the reason of the significant differences between the net cash flow from the operating activities and the

net profits of 2015 of the Company during the reporting period

√ Applicable □ Inapplicable

III. Analysis of the non-core business

√ Applicable □ Inapplicable

Unit: RMB Yuan

Ratio to the Whether was

Amount total profits Notes of the causes sustainability

amount

Mainly due to the received dividends

Investment profits 9,120,105.94 period the

10.23% from the reportingfinancial ofassets Could not be

available-for-sale judged

held by the Company.

Variable profit and loss of fair -109,642.19 -0.12% No

value

Mainly due to the inventory falling

Assets impairment losses 47,252,175.34 52.99% price reserves withdrawn by the No

Company of the reporting period.

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The 2015 Annual Report of Changchai Company, Limited

Mainly due to each governmental

Non-operating revenues 14,048,268.56 15.75% subsidies received by the Company No

during the reporting period.

Mainly due to the losses of disposing

the current assets and the

Non-operating costs 8,510,877.99 9.54% expenditures of the flood control No

security fund of the Company during

the reporting period.

IV. List of the assets and liabilities

1. List of the significant changes of the assets form

Unit: RMB Yuan

As at 31 Dec. 2015 As at 31 Dec. 2014

Proportion Explain any

Proportion in Proportion in

Amount Amount change major change

total assets total assets

Monetary funds 601,312,715.62 18.60% 531,969,747.91 16.80% 1.80%

Accounts receivable 308,596,920.50 9.55% 374,335,355.22 11.82% -2.27%

Inventories 397,290,012.36 12.29% 497,588,717.86 15.71% -3.42%

Investing real estate 57,281,030.03 1.77% 59,489,370.83 1.88% -0.11%

Long-term equity

20,769,304.76 0.64% 20,459,975.99 0.65% -0.01%

investment

Fixed assets 554,601,893.23 17.16% 572,785,946.61 18.09% -0.93%

Construction in progress 108,198,455.01 3.35% 134,948,317.87 4.26% -0.91%

Short-term loans 17,000,000.00 0.53% 20,000,000.00 0.63% -0.10%

2. Assets and liabilities measured at fair value

√ Applicable □ Inapplicable

Unit: RMB Yuan

Gain/loss on Cumulative Impairment Sold

Purchased

fair value fair value provisions amount in

Opening amount in the Closing

Item change in the change in the the

amount reporting amount

reporting recorded reporting reporting

period

period into equity period period

Financial assets

Financial assets

measured at fair

value and whose

changes are

recorded into 2,109,642.19 -109,642.19 2,000,000.00 0.00

current gains and

losses (excluding

derivative financial

assets)

Available-for-sale 452,650,000. 353,519,675.

5,130,000.00 457,780,000.00

financial assets 00 00

Subtotal of financial 454,759,642. 353,519,675.

5,020,357.81 2,000,000.00 457,780,000.00

assets 19 00

454,759,642. 353,519,675.

Total of the above 5,020,357.81 2,000,000.00 457,780,000.00

19 00

Financial liabilities 0.00 0.00

14

The 2015 Annual Report of Changchai Company, Limited

Did any significant change occur to the attribute of the Company’s main asset measurement during the reporting

period?

□ Yes √ No

V. List of the investment

1. Overall condition

√ Applicable □ Inapplicable

Investment amount of the reporting Investment amount of the same

Variation amount

period (RMB Yuan) period of last year (RMB Yuan)

0.00 27,550,000.00 ——

2. List of the significant equity investment acquired from the reporting period

□ Applicable √ Inapplicable

3. List of the significant non-equity investment has been executing during the reporting period

□ Applicable √ Inapplicable

4. Investment on the financial assets

(1) List of the securities investment

□ Applicable √ Inapplicable

No such situation of the Company during the reporting period.

(2) List of the derivative investment

□ Applicable √ Inapplicable

No such situation of the Company during the reporting period.

5. Use of raised funds

□ Applicable √ Inapplicable

No such situation of the Company during the reporting period.

VI. Selling of the significant assets and the equities

1. List of the selling of the significant assets

□ Applicable √ Inapplicable

No such situation of the Company during the reporting period.

2. List of the selling of the significant equities

□ Applicable √ Inapplicable

VII. Analysis of the major controlling and stock-participating companies

√ Applicable □ Inapplicable

List of the stock-participating companies with more than 10% influences on the net profits of the major

subsidiaries and the Company

Unit: RMB Yuan

Registered Operating Operating

Name Type Main services Total assets Net assets Net profit

capital revenues profit

Production of

Changchai

Subsidiary diesel engine 55,063,000.00 162,583,829.00 97,366,218.64 132,031,738.21 -6,037,438.58 -4,775,723.46

Benniu

fittings

Assembling

Changchai of diesel

Subsidiary 85,000,000.00 70,402,783.63 43,312,833.11 99,618,978.42 4,302,652.05 3,763,210.92

Wanzhou engine

fittings

15

The 2015 Annual Report of Changchai Company, Limited

External

investment

Housheng

Subsidiary and 30,000,000.00 35,125,825.23 34,409,899.89 1,523,155.52 1,811,302.76 1,508,235.97

Investment

consulting

service

Agricultural

machinery

Housheng

product of

Agricultural Subsidiary 10,000,000.00 17,059,693.21 5,306,404.38 5,594,781.07 -2,472,022.99 -2,474,819.32

rice

Equipment

transplanter

etc.

Assembling

Joint stock USD4,500,000.

Fuji Robin of gasoline 81,683,756.04 62,937,287.79 139,148,868.35 2,857,665.35 2,138,273.61

company 00

engines

Subsidiaries acquired or disposed during the reporting period

□ Applicable √ Inapplicable

VIII. List of the structured main bodies controlled by the Company

□ Applicable √ Inapplicable

IX. Outlook of the Company’s future development

1. Industry competition structure and development tendency

Influenced by the multiple factors such as the national macro economy descending, stricter and stricter

products laws and regulations, the growth rate of the farm machinery industry slowed down and the growth power

had transferred with the industrial competition had upgraded. Although the growth rate of the industry slowed

down, the national agricultural mechanization degree was still in the mid-term development phase with the market

demand of the high quality and high efficient farm machinery products was rather strong that the policy bonus

which regarded the purchase subsidy policy of the farm machinery as the main policy will continue to release with

the renew demand of the market inventory was more and more prosperous. Commercial vehicle market had

declined with the construction machinery market was depressed. Thus the competition of the diesel engine market

was fierce with the industry concentration ratio had improved and the product structure demand would have rather

big change as well as the environmental protection and efficient diesel engine products would become the

mainstream of the market development.

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 fields and export market such as

the farm equipments such as the walking, small four-wheeler, big small and medium-sized wheeled tractors,

gardening tractors 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.

As for the matched power of the wheeled tractors, the Company maintains the advantages of the power

section about 50 horsepower. As for the mating field of the combine-harvester, the Company will form a stable

brand. As for the terminal end, the Company realizes the production cut-over of the rice transplanters and will

soon step into the mass production. And the phenomenon “lack of heavy-duty and light-duty trucks” had been

improved. The multi-cylinder machine products series under 30 horsepower needs to be improved in the future

and to develop the over-80-horsepower roller tractors and diesel engines for engineering and non-road vehicles

with small-lot production into the market. The Company will further innovate the new management mechanism

16

The 2015 Annual Report of Changchai Company, Limited

and to create marketing mode as well as to reduce the cost expenses that to promote the sustainable and stable and

healthy development of the Company.

3. Operation Plan for the Year 2016:

To achieve a sales income of RMB2.6 million and the earnings of the foreign exchange through exports of

USD40 million.

The above operation plan not represent the profit forecast of Y2016 by the listed companies and whether

could be realized was depend on various factors on the changes of the market conditions and the effort level of the

running team which with great uncertainty that the investors should pay special attention.

4. Possible risks and countermeasures:

(1) Market risk:

With fierce competition, over-capacity of some products and the total available market of the single cylinder

engine were in a decline tendency as well as the demand from the industry was insufficient. And the profitability

of the enterprises faced with rather great pressure.

Countermeasures:

Firstly is to strengthen the production and sales management, to determine the production by the sales and to

reasonably control the inventories.

Secondly is to make use of the leading position and brand advantages of the Company in the single-cylinder

diesel engine market and expand the sales of air-cooled single-cylinder diesel engines and the high-power diesel

engines.

Thirdly is to improve the R&D level of the Company, lean to medium-and high-class multi-cylinder diesel

engines in product development and vigorously develop high-power diesel engines with high added value for

non-road vehicles.

Fourthly is to strengthen the quality management, constantly enhance the customers’ satisfaction and the

brand value as well as to enhance the products quality.

Fifthly is to update the service and management ideas, optimize the resources and to further enhance the

after-sales service ability.

(2) 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.

X. List of the received researches, visits and interviews

1. Particulars about researches, visits and interviews received in this reporting period

√ Applicable □ Inapplicable

Way of

Time of reception Visitor type Index of the researches basic information

reception

Shareholding increase or decrease plan of the major

28 Dec. 2015 Other Individual

shareholders

24 Dec. 2015 Other Individual Sales of the Company

24 Dec. 2015 Other Individual Products of the Company

24 Dec. 2015 Other Individual List of the industrial park construction

23 Dec. 2015 Other Individual List of the cooperation of the Company and other business

17

The 2015 Annual Report of Changchai Company, Limited

units

7 Dec. 2015 Other Individual List of the industrial park construction

4 Dec. 2015 Other Individual List of the market share of the Company’s products

4 Dec. 2015 Other Individual List of the operation of the Housheng Agricultural Equipment

3 Dec. 2015 Other Individual List of the Company’s shareholders

List of the market share of the Company’s products and the

30 Nov. 2015 Other Individual

competitors

17 Nov. 2015 Other Individual List of the Company’s future plan

7 Nov. 2015 Other Individual List of the equities of Jiangsu Bank held by the Company

2 Nov. 2015 Other Individual List of the production equipments of the Company

8 Oct. 2015 Other Individual List of the products development

Development orientation of the future technology products of

20 Sep. 2015 Other Individual

the Company

List of the progress of the state-owned enterprise reform of the

9 Sep. 2015 Other Individual

Company

19 Aug. 2015 Other Individual Relevant situation of the assets finance of the Company

26 Jul. 2015 Other Individual Suggestion for the future development of the Company

7 Jul. 2015 Other Individual List of the refinancing business participated by the Company

6 Jul. 2015 Other Individual Sales of the Company’s multi-cylinder diesel engine

1 Jul. 2015 Other Individual Future development strategies of the Company

List of the execution progress of the national significant special

25 Jun. 2015 Other Individual

projects of the Company

List of the planning of the power industrial park of the

23 Jun. 2015 Other Individual

Company

15 Jun. 2015 Other Individual List of the shareholders’ number

16 Jun. 2015 Other Individual List of the shares of Jiangsu Bank held by the Company

List of the planning of the power industrial park of the

3 Jun. 2015 Other Individual

Company

26 May 2015 Other Individual Planning of the future development of the Company

25 May 2015 Other Individual List of the shareholders’ number

24 May 2015 Other Individual List of the Company’s products

19 May 2015 Other Individual List of the shareholders’ number

List of the Tsinghua Industrial Company participated by the

9 May 2015 Other Individual

Company

5 May 2015 Other Individual Planning of the future development of the Company

4 May 2015 Other Individual Planning of the future development of the Company

29 Apr. 2015 Other Individual Whether the Company has the organization intention

28 Apr. 2015 Other Individual Planning of the future development of the Company

List of the aspects such as the state-owned enterprise reform

28 Apr. 2015 Other Individual

and the employees’ shareholding

28 Apr. 2015 Other Individual Sales of the multi-cylinder diesel engine

List of the planning of the power industrial park of the

16 Apr. 2015 Other Individual

Company

15 Apr. 2015 Other Individual List of the planning of the power industrial park of the

18

The 2015 Annual Report of Changchai Company, Limited

Company

15 Apr. 2015 Other Individual List of the shareholders’ number

15 Apr. 2015 Other Individual Planning of the future development of the Company

26 Mar. 2015 Other Individual List of the future development of the Company

23 Mar. 2015 Other Individual List of the future development of the Company

22 Mar. 2015 Other Individual List of the future development of the Company

16 Mar. 2015 Other Individual List of the share price of the Company

15 Mar. 2015 Other Individual List of the internet influences of the Company

12 Mar. 2015 Other Individual List of the future development of the Company

12 Mar. 2015 Other Individual List of the future development of the Company

List of the newly serving Independent Directors of the

12 Mar. 2015 Other Individual

Company

8 Mar. 2015 Other Individual List of the mixed ownership reform of the Company

1 Mar. 2015 Other Individual List of the agricultural informatization

27 Feb. 2015 Other Individual List of the external cooperation of the Company

27 Feb. 2015 Other Individual List of the external cooperation of the Company

25 Feb. 2015 Other Individual List of the mixed ownership reform of the Company

16 Feb. 2015 Other Individual Relevant situation of the Company’s products

9 Feb. 2015 Other Individual List of the shareholders’ number

21 Jan. 2015 Other Individual List of the state-owned enterprise reform

19 Jan. 2015 Other Individual List of the agricultural modernization

14 Jan. 2015 Other Individual List of the stock price trend of the Company

13 Jan. 2015 Other Individual List of the Company’s shareholders

12 Jan. 2015 Other Individual List of the Company’s shareholders

1 Jan. 2015 Other Individual List of the Company’s shareholders

Reception times 62

Number of reception institutions 0

Number of reception person 62

Number of receipting other targets 0

Whether disclose, reveal or let out unpublished

No

significant information

19

The 2015 Annual Report of Changchai Company, Limited

Section V. Significant Events

I. List of the profits distribution of the common shares and turning capital reserve into share

capital of the Company

List of the formulation, execution or adjustment of the profits distribution policies of the common shares,

especially the cash dividend policies

√ Applicable □ Inapplicable

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 no.

Special explanation of cash dividend policy

Whether conformed with the regulations of the Articles of association or the

Yes

requirements of the resolutions of the shareholders’ meeting:

Whether the dividend standard and the proportion were definite and clear: Yes

Whether the relevant decision-making process and the system were complete: Yes

Whether the independent director acted dutifully and exerted the proper function: Yes

Whether the medium and small shareholders had the chances to fully express their

Yes

suggestions and appeals, of which their legal interest had gained fully protection:

Whether the conditions and the process met the regulations and was transparent of the

Yes

adjustment or altered of the cash dividend policy:

List of the dividend distribution proposal (preplan) of the common shares and the proposal (preplan) of turning

capital reserve into share capital of the Company of the recent 3 years

Turning capital

Dividend year Profits distribution proposal reserve into share Execution

capital proposal

Distributed RMB0.23 of every 10 Still needed to submit to the

2015 No

shares (taxes including) Annual General Meeting

Distributed RMB0.20 of every 10

2014 No Finished the execution

shares (taxes including)

Distributed RMB0.15 of every 10

2013 No Finished the execution

shares (taxes including)

Cash dividend distribution of the common shares of the Company of the recent 3 years (including the reporting

period)

Unit: RMB Yuan

The ratio accounting in

Net profit belonging

net profit which Ratio of the

Amount of cash to shareholders of the Amount of the

Dividend belongs to shareholders cash dividend

dividend listed company in cash dividend by

year of the listed company by other

(including tax) consolidated statement other methods

in consolidated methods

of dividend year

statement

2015 12,911,609.50 71,102,792.49 18.16% 0.00 0.00%

2014 11,227,486.52 64,202,144.29 17.49% 0.00 0.00%

2013 8,420,614.89 75,712,361.04 11.12% 0.00 0.00%

20

The 2015 Annual Report of Changchai Company, Limited

The Company (including its subsidiaries) made profit in the reporting period and the profits distribution of the

common shares held by the shareholders of the Company (without subsidiaries) was positive, but it did not put

forward a preplan for cash dividend distribution of the common shares:

□ Applicable √ Inapplicable

II. Pre-plan for profit allocation and turning capital reserve into share capital for the

reporting period

√ Applicable □ Inapplicable

Bonus shares for every 10 shares (share) 0

Dividend for every 10 shares (RMB Yuan) (tax included) 0.23

Turning capital reserve into share capital for every 10 shares

0

(share)

Total shares as the basis for the allocation preplan (share) 561374326

Total cash dividends (RMB Yuan) (tax included) 12,911,609.50

Distributable profit (RMB Yuan) 561,189,656.87

Percentage of the cash bonus of the total profits dividends 100.00%

Cash dividend situation

Other

Details about the profit allocation or turning capital reserve into share capital

The preplan of the profits distribution reviewed and approved by the Board of Directors of the Company was:

based on the total share capital of the Company on 31 Dec. 2015, the Company distributed the cash bonus of

RMB0.23 (tax included) of every 10 shares for the whole shareholders. There was no bonus share and no turn

from capital reserve to share capital of 2015.

III. Performance of commitments

1. Commitments completed by the Company, the shareholders, the actual controllers, the purchasers, the

Directors, the Supervisors and the Senior Executives or the other related parties during the reporting

period and those hadn’t been completed execution up to the period-end

√Applicable □Inapplicable

Type of Time of

Commitment Period of

Commitment commit Contents making Fulfillment

maker commitment

ment commitment

Commitment on

share reform

Commitment in

the acquisition

report or the

report on equity

changes

Commitments

made upon the

assets

reorganization

Commitments

made upon IPO or

refinancing

Equity incentive

commitments

21

The 2015 Annual Report of Changchai Company, Limited

The Changzhou

SASAC invested

RMB20 million to

increase its

1. Committed not to shareholding in the

State-owned decrease its holding of Company by

Assets “Changchai A” within 6 2,347,500 shares (a

Supervision months since 10 Jul. stake of 0.42% in the

Sharehol

and 2015. Within 6 Company’s total

ding

Administratio 2. Committed to invest months shares) through the

increase 10 Jul. 2015

n RMB20 million for since 10 Jul. centralized quotation

commit

Commission increasing its holding of 2015 trading system of the

ment

of Changzhou “Changchai A” in a Shenzhen Stock

Municipal proper timing within 6 Exchange during the

Government months since 10 Jul. period from 16 Jul.

2015. 2015 to 26 Aug.

2015. As such, this

shareholding increase

commitment has

been fulfilled.

Planning for Returns for

Shareholders in the

Coming Three Years

(2014-2016):

Other Where the

commitments distributable profits

made to minority (after-tax profits after

shareholders making up for loss and

withdrawing capital

reserves) achieved by

the Company for a year

or the first half of a year

are positive, and its cash

flows are sufficient that

cash dividend payout

Changchai Dividend

will not affect its going 14 May Y2014-Y20

Company, commit In normal execution

concern ability, the 2014 16

Limited ment

profits distributed in

cash shall not be less

than 10% of the

distributable profits

achieved by the

Company for the year or

the first half of the year,

and the profits

accumulatively

distributed in cash shall

not be less than 30% of

the annual average

distributable profits for

any three consecutive

accounting years.

Executed on time Yes

2. Assets or projects existing profit forecast, which were still in the profit forecast period, the Company

made note and explain to the assets or project arrived at original profit forecast

□ Applicable √ Inapplicable

22

The 2015 Annual Report of Changchai Company, Limited

IV. Occupation of the Company’s capital by the controlling shareholder or its related parties

for non-operating purposes

□ Applicable √ Inapplicable

No such situation of the Company during the reporting period.

V. Explanation by the Board of Directors and the Supervisory Committee about the

“non-standard audit report” issued by the CPAs firm for the reporting period

□ Applicable √ Inapplicable

VI. Explanation of the changes of the accounting policy, the accounting estimates and the

accounting methods compared to the last financial report

□ Applicable √ Inapplicable

No such cases in the reporting period.

VII. Explain retrospective restatement due to correction of significant accounting errors in

the reporting period

□ Applicable √ Inapplicable

No such cases in the reporting period.

VIII. Explain change of the consolidation scope as compared with the financial reporting of

last year

□ Applicable √ Inapplicable

No such cases in the reporting period.

IX. Particulars about engagement and disengagement of CPAs firm

CPAs firm engaged at present

Name of domestic CPAs firm Jiangsu Gongzheng Tianye Certified

Public Accountants LLP

Remuneration for domestic CPAs firm for the reporting period (ten

70

thousand Yuan)

Consecutive years of the audit services provided by domestic CPAs firm 14

Name of domestic CPAs firm Wang Wenkai, He Taifeng

Reengage the CPAs firm at current period or not?

□ Yes √ No

Particulars on engaging the audit firm for the internal control, financial adviser or sponsor

√Applicable □Inapplicable

During reporting period, the Company hired Jiangsu Gongzheng Tianye Certified Public Accountants LLP as the

internal control institution of the Company, the cost of audit was RMB150000.

X. Particulars about trading suspension and termination faced after the disclosure of annual

report

□ Applicable √ Inapplicable

XI. Bankruptcy and reorganization

□ Applicable √ Inapplicable

No such cases in the reporting period.

XII. Significant lawsuit or arbitrations

√ Applicable □ Inapplicable

23

The 2015 Annual Report of Changchai Company, Limited

Amount

involved Trial

Execution

in the Forming result and

situation on

litigatio the Progress of the influence Index to

Basic situation of the litigation the judgment Disclosure

n estimated litigation of the the

(arbitration) of the date

(arbitrati liabilities (arbitration) litigation disclosed

litigation

on) or not? (arbitratio

(arbitration)

(RMB n)

0’000)

About the lawsuit case of

Shandong Hongli Group Co.,

Ltd., the accused company owed Under the

accumulatively RMB 14.36 compulsory

million to the Company. The execution by

Company sued to Changzhou Judged for the the court and

1,436 No

Intermediate People’s Court in second trial in the process

2001 and sued for compulsory of liquidation

execution in April, 2002. and

Currently, the defendant has bankruptcy

started the bankruptcy

procedure.

About the lawsuit case of

Beijing Baic Changsheng

Automobile Co., Ltd., the

accused company owed

accumulatively RMB 8.0636

million to the Company.

Had mediated.

According to the paper of civil

Up the end of

mediation issued by the people's

the reporting

court of Beijing Shunyi on 31 http//ww

period, Baic

Oct. 2013, the Company will w.cninfo.

Changsheng 30 Aug.

amortize the arrears of com.cn.

had paid 2013

RMB8.0636 million. If Baic 806.36 No Announc

RMB4.2 6 Nov.

Changsheng failed to execute ement

million to the 2013

the reconciliation agreement on No.:

Company.

time, the Company should 2013-015

Under

applied for the compulsory , 019

compulsory

execution of the whole unpaid

execution

accounts at one time and the

Baic Changsheng should pay for

the otherwise liquidated

damages of RMB40,000 and the

interests of the overdue

payment.

XIII. Punishment and rectification

□ Applicable √ Inapplicable

No such cases in the reporting period.

XIV. The honesty situations of the Company and its controlling shareholders and actual

controller

□ Applicable √ Inapplicable

XV. The actual implementation of the stock incentive plan, ESOP, or other Staff incentives

□ Applicable √ Inapplicable

No such cases in the reporting period.

24

The 2015 Annual Report of Changchai Company, Limited

XVI. Significant related-party transactions

1. Related-party transactions relevant to routine operation

□ Applicable √ Inapplicable

No such cases in reporting period.

2. Related-party transactions incurred by assets or equity purchase

□ Applicable √ Inapplicable

No such cases in the reporting period.

3. Related-party transactions common external investment

□ Applicable √ Inapplicable

No such cases in the reporting period.

4. Credits and liabilities with related parties

□ Applicable √ Inapplicable

No such cases in the reporting period.

5. Other significant related-party transactions

□ Applicable √ Inapplicable

No such cases in the reporting period.

XVII. Significant contracts and their execution

1. Trusteeship, contracting and leasing

(1) Trusteeship

□ Applicable √ Inapplicable

No such cases in the reporting period.

(2) Contract

□ Applicable √ Inapplicable

No such cases in the reporting period.

(3) Lease

□ Applicable √ Inapplicable

No such cases in the reporting period.

2. Significant guarantees

√ Applicable □ Inapplicable

(1) Guarantees provided by the Company

Unit: RMB Ten Thousand Yuan

Guarantees provided by the Company for external parties (excluding those for subsidiaries)

Disclosur Guarant

Actual

e date of Amount Actual ee for a

occurrence Type of Period of Execute

Guaranteed party relevant for guarantee related

date (date of guarantee guarantee d or not

announce guarantee amount party or

agreement)

ment not

Guarantees provided by the Company for its subsidiaries

Disclosur Actual Guarant

Amount Actual

e date of occurrence Type of Period of Execute ee for a

Guaranteed party for guarantee

relevant date (date of guarantee guarantee d or not related

guarantee amount

announce agreement) party or

25

The 2015 Annual Report of Changchai Company, Limited

ment not

Changzhou

Changchai

Housheng 4 Dec. General

1,000 4 Dec. 2015 1,000 1 year No No

Agricultural 2015 guarantee

Equipment Co.,

Ltd.

Total actual occurred

Total guarantee line approved amount of guarantee for

for the subsidiaries during the 1,000 the subsidiaries during 1,000

reporting period (B1) the reporting period

(B2)

Total actual guarantee

Total guarantee line that has

balance for the

been approved for the

1,000 subsidiaries at the end 1,000

subsidiaries at the end of the

of the reporting period

reporting period (B3)

(B4)

Guarantees provided by the subsidiaries of the Company for subsidiaries

Disclosur Guarant

Actual

e date of Amount Actual ee for a

occurrence Type of Period of Execute

Guaranteed party relevant for guarantee related

date (date of guarantee guarantee d or not

announce guarantee amount party or

agreement)

ment not

Total guarantee amount provided by the Company (total of the above-mentioned three kinds of guarantees)

Total actual occurred

Total guarantee line approved

amount of guarantee

during the reporting period 1,000 1,000

during the reporting

(A1+B1+C1)

period (A2+B2+C2)

Total guarantee line that has Total actual guarantee

been approved at the end of balance at the end of

1,000 1,000

the reporting period the reporting period

(A3+B3+C3) (A4+B4+C4)

Proportion of total actual guarantee amount

0.50%

(A4+B4+C4)in the net assets of the Company

Of which:

Guarantee amount provided for shareholders, actual controllers and its related

0

parties(D)

Amount of debt guarantee provided for the guaranteed party whose asset-liability

0

ratio is not less than 70% directly or indirectly(E)

Part of the amount of the total guarantee over 50% of net assets (F) 0

Total amount of the above three guarantees (D+E+F) 0

Explanation on possibility to bear joint liability due to undue guarantees (if any) Inapplicable

Explanation on the external guarantees in violation of stipulated procedures (if

Inapplicable

any)

(2) Illegal external guarantee

□ Applicable √ Inapplicable

No such case during reporting period

3. Cash assets management entrustment

(1) Wealth management entrustment

√ Applicable □ Inapplicable

26

The 2015 Annual Report of Changchai Company, Limited

Unit: RMB Ten Thousand Yuan

Relat Principal Amount Actual

ed Remuner amount Withdraw n of actual withdra

w of

Name of trans Type Amo Initial actually

Ended determina received impairme mate orprofits profits

ation Esti

losses or losses

the trustee actio unt date Date tion in nt profit in

n or method reporting provision in

reportin reporting

not period ( if any) g period period

Break-even One-time

Ping An No floating proceeds 1,000 29 Jan. 28 Jul. confirmat 1,000 0 23.92 23.92 23.92

Bank financial products 2015 2015 ion when

expired

Bank Break-even One-time

of No floating proceeds 1,000 22 Apr. 21 Oct. confirmat 1,000 0 22.94 22.94 22.94

Jiangshu financial products 2015 2015 ion when

expired

Break-even 26 One-time

Bank of No floating proceeds 1,000 Aug. 24 Feb. confirmat 0 0 17.95 0 0

Jiangshu financial products 2015 2016 ion when

expired

Break-even One-time

Bank of No floating proceeds 1,000 32015

Nov. 4 May confirmat 0 0 18.45 0 0

Jiangshu financial products 2016 ion when

expired

Total 4,000 -- -- -- 2,000 0 83.26 46.86 --

Capital resources Self-owned raising funds

Cumulative amount of principal and earnings maturity that fail to

0

recover

Self-own idle fund Inapplicable

Disclosure date of announcement on wealth management entrustment

13 Jan. 2015

reviewed and approved by the Board of Directors

Disclosure date of announcement on wealth management entrustment

Inapplicable

reviewed and approved by the Board of Shareholders

Whether there is wealth management entrustment plan in future or not? Yes

(2)Entrustment loans

□ Applicable √ Inapplicable

No such cases in the reporting period.

4.Other significant contracts

□ Applicable √ Inapplicable

No such cases in the reporting period.

XVIII. Other significant events

□ Applicable √ Inapplicable

No such cases in the reporting period.

XIX. Significant events of subsidiaries

□ Applicable √ Inapplicable

XX. Social responsibilities

□ Applicable √ Inapplicable

XXI. Corporation bonds

Whether existing corporation bonds public issued and listed in Stock Exchange and maturity or maturity but not

fully paid on the approval report date of annual report

No

27

The 2015 Annual Report of Changchai Company, Limited

Section VI. Change in Shares & Shareholders

I. Changes in shares

I. Changes in shares

Unit: share

Before the change Increase/decrease (+/-) After the change

Capitalizatio

Proporti Newly Bonus Othe Proporti

Amount n of public Subtotal Amount

on issue share shares r on

reserves

I. Restricted shares 0 0.00% 0 0.00%

1.Shares held by the state 0 0.00% 0 0.00%

2. Shares held by

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

0 0.00% 0 0.00%

domestic 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

Shares held by

0 0.00% 0 0.00%

oversea natural person

II. Shares not subject to

561,374,326 100.00% 561,374,326 100.00%

trading moratorium

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. Oversea 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%

Reason for the change in shares

□ Applicable √ Inapplicable

Approval of the change in shares

□ Applicable √ Inapplicable

Reason for the change in shares

□ Applicable √ Inapplicable

Effects of the change in shares on the basic EPS, diluted EPS, net assets per share attributable to common

shareholders of the Company and other financial indexes over the last year and last period

□ Applicable √ Inapplicable

Other contents that the Company considered necessary or were required by the securities regulatory authorities to

disclose

□ Applicable √ Inapplicable

28

The 2015 Annual Report of Changchai Company, Limited

2. Changes in restricted shares

□ Applicable √ Inapplicable

II. Issuance and listing of securities

1. Issuance of securities (excluding preferred stock) in reporting period

□ Applicable √ Inapplicable

2. Explanation on changes in share capital & the structure of shareholders, the structure of assets and

liabilities

□ Applicable √ Inapplicable

3. Existent shares held by internal staffs of the Company

□ Applicable √ Inapplicable

III. Particulars about the shareholders and actual controller

1. Total number of shareholders and their shareholding

Unit: share

Total number of preferred

Total number of

Total number Total number of stockholder with vote

shareholders on the 30th

of shareholders preferred stockholder right restored on the 30th

57,048 trading day before the 54,693 0 0

at the reporting with vote right trading day before the

disclosure date of the

period restored( if any) disclosure date of the

annual report

annual report( note 8)

Shareholding of shareholders holding more than 5% shares

Number of Pledged or frozen

Number of Increase and Number of

shares held shares

Holding shareholding decrease of shares held

Nature of subject to

Name of shareholder percentag at the end of shares during not subject to

shareholder trading Status of

e (%) the reporting reporting trading Amount

moratoriu shares

period period moratorium

m

State-owned Assets Supervision

and Administration

On behalf of

Commission of Changzhou 30.43% 170,845,236 170,845,236

the State

Municipal People’s

Government

Domestic

Huang Lihou 1.02% 5,705,000 5,705,000

individual

Overseas

KGI Asia Limited 0.57% 3,224,845 3,224,845

corporation

BNP Paribas Wealth

Overseas

Management Hong Kong 0.55% 3,099,873 3,099,873

corporation

Branch

Southwest Securities-

ICBC-Southwest Securities

Shuangxi Huixin ICBC No. 2 Other 0.36% 2,000,000 2,000,000

Collected Asset Management

Plan

Domestic

Li Min 0.34% 1,918,950 1,918,950

individual

China Securities Finance Corp. Other 0.33% 1,826,700 1,826,700

Southwest Securities-

ICBC-Southwest Securities

Shuangxi Huixin ICBC No. 1 Other 0.31% 1,750,000 1,750,000

Collected Asset Management

Plan

Bank of Communications Co., Other 0.30% 1,661,600 1,661,600

29

The 2015 Annual Report of Changchai Company, Limited

Ltd.-Changxin Quantified Core

Pioneer Mixed Investment

Fund

Vanguard Total International Overseas

0.29% 1,626,592 1,626,592

Stock Index Fund corporation

Strategic investors or the general legal person

due to the placement of new shares become Naught

the top 10 shareholders (if any) (note 3)

It is unknown whether there was any associated relationship among the top ten tradable

Explanation on associated relationship or/and shareholders and among the top ten shareholders not subject to trading moratorium, or

persons whether they are persons acting in concert as described by Measures for the

Administrative of Disclosure of Shareholder Equity Changes.

Particulars about shares held by top 10 shareholders not subject to trading moratorium

Number of shares held not Type of share

subject to trading

Name of shareholder

moratorium at the end of the Type of share Amount

period

State-owned Assets Supervision and Administration

Commission of Changzhou Municipal People’s 170,845,236 RMB ordinary shares 170,845,236

Government

Huang Lihou 5,705,000 RMB ordinary shares 5,705,000

KGI Asia Limited 3,224,845 Domestically listed foreign shares 3,224,845

BNP Paribas Wealth Management Hong Kong

3,099,873 Domestically listed foreign shares 3,099,873

Branch

Southwest Securities- ICBC-Southwest Securities

Shuangxi Huixin ICBC No. 2 Collected Asset 2,000,000 RMB ordinary shares 2,000,000

Management Plan

Li Min 1,918,950 RMB ordinary shares 1,918,950

China Securities Finance Corp. 1,826,700 RMB ordinary shares 1,826,700

Southwest Securities- ICBC-Southwest Securities

Shuangxi Huixin ICBC No. 1 Collected Asset 1,750,000 RMB ordinary shares 1,750,000

Management Plan

Bank of Communications Co., Ltd.-Changxin

1,661,600 RMB ordinary shares 1,661,600

Quantified Core Pioneer Mixed Investment Fund

Vanguard Total International Stock Index Fund 1,626,592 Domestically listed foreign shares 1,626,592

Explanation on associated relationship among the

top ten shareholders of tradable share not subject to It is unknown whether there was any associated relationship among the top ten

trading moratorium, as well as among the top ten tradable shareholders and among the top ten shareholders not subject to trading

shareholders of tradable share not subject to trading moratorium, or whether they are persons acting in concert as described by Measures

moratorium and top ten shareholders, or for the Administrative of Disclosure of Shareholder Equity Changes.

explanation on acting-in-concert

Shareholder Huang Lihou held a total of 5,705,000 shares in the Company,

representing a stake of 1.02%, through a common securities account and a client

account of collateral securities for margin trading. Conducting margin trading in the

Particular about shareholder participate in the reporting period, he held 5,600,000 shares (a stake of 1.00% in the Company)

securities lending and borrowing business ( if any) through a client account of collateral securities for margin trading in Guotai Junan

Securities Co., Ltd. Shareholder Li Lin held 1,918,950 shares in the Company (a

stake of 0.34%) through a client account of collateral securities for margin trading

in Guosen Securities Co. , Ltd.

Did any of the Company’s top 10 common shareholders or top 10 non-restricted common shareholders conduct

any agreed buy-back in the reporting period?

□ Yes √ No

There was no shareholder of a company conduct the transaction of repurchase under the agreement during the

reporting period.

30

The 2015 Annual Report of Changchai Company, Limited

2. Particulars about the controlling shareholder

Nature of controlling shareholder: Local state-controlled

Type of controlling shareholder: legal person

Legal representative / Date of Organization Business

Name of controlling shareholder

company principal establishment code scope

State-owned Assets Supervision and

Administration Commission of Changzhou Lu Qiang 01411025-1

Municipal People’s Government

Shares held by the controlling shareholder in

other listed companies by holding or Inapplicable

shareholding during the reporting period

Change of the controlling shareholder during the reporting period

□ Applicable √ Inapplicable

The controlling shareholder did not change during the reporting period

3. Particulars about actual controller

Nature of actual controllers: Local state-owned assets management institutions

Type of actual controller: legal person

Legal representative / Date of Organization Business

Name of the actual controller

company principal establishment code scope

State-owned Assets Supervision and

Administration Commission of Changzhou Lu Qiang 01411025-1

Municipal People’s Government

Equity of shareholding and participating

shares of actual controllers in other domestic

Inapplicable

and foreign listed company during the

reporting period

Change of the actual controller during the reporting period

□ Applicable √ Inapplicable

The actual controller did not change during the reporting period

The ownership and controlling relationship between the actual controller of the Company and the Company is

detailed as follows:

STATE-OWNED ASSETS SUPERVISION AND ADMINISTRATION

COMMISSION OF CHANGZHOU MUNICIPAL PEOPLE’S

30.43%

CHANGCHAI COMPANY, LIMITED

The actual controller controls the Company via trust or other ways of asset management

□ Applicable √ Inapplicable

4. Particulars about other corporate shareholders with shareholding proportion over 10%

□ Applicable √ Inapplicable

5. Particulars about restriction of reducing holding-shares of controlling shareholders, actual controller,

restructuring parties and other commitment entities

□ Applicable √ Inapplicable

31

The 2015 Annual Report of Changchai Company, Limited

Section VII. Preference Shares

□ Applicable √ Inapplicable

There was no preferred stock during reporting period.

Section VIII. Directors, Supervisors, Senior Management Staff &

Employees

I. Changes in shareholding of directors, supervisors and senior management staff

Amount Amount

Shares of shares of shares Number

Beginnin Ending Other

held at increased decreased of shares

Current/f g date of date of changes

Name Position Gender Age the at the at the held at

ormer office office increase/d

year-begi reporting reporting period-en

term term ecrease

n (share) period period d (share)

(share) (share)

Chairman of the 26 Jun. 25 Jun.

Xue Guojun Current Male 53 0 0 0 0 0

Board 2013 2016

26 Jun. 31 Mar.

Jiang Huaping Director Former Male 53 0 0 0 0 0

2013 2015

Director, General

26 Jun. 25 Jun.

He Jianguang Manager, Chief Current Male 52 0 0 0 0 0

2013 2016

Engineer

Director, Deputy

General Manager, 26 Jun. 25 Jun.

Shi Jianchun Current Male 54 0 0 0 0 0

Secretary of the 2013 2016

Board

26 Jun. 25 Jun.

Xu Zhenping Director Current Male 59 0 0 0 0 0

2013 2016

26 Jun. 25 Jun.

Zhuang Rongfa Director Current Male 72 0 0 0 0 0

2013 2016

1 Apr. 25 Jun.

Xu Qian Director Current Female 53 0 0 0 0 0

2015 2016

Independent 26 Jun. 25 Jun.

Shen Ningwu Current Male 74 0 0 0 0 0

director 2013 2016

Independent 26 Jun. 31 Mar.

Zhu Jianming Former Male 60 0 0 0 0 0

director 2013 2015

Independent 26 Jun. 31 Mar.

Cao Huiming Former Male 67 0 0 0 0 0

director 2013 2015

Independent 1 Apr. 25 Jun.

Li Minghui Current Male 42 0 0 0 0 0

director 2015 2016

Independent 1 Apr. 25 Jun.

Jia Bin Current Male 38 0 0 0 0 0

director 2015 2016

26 Jun. 25 Jun.

Yin Lihou Vice GM Current Male 52 0 0 0 0 0

2013 2016

26 Jun. 25 Jun.

Xu Yi Vice GM Current Male 52 0 0 0 0 0

2013 2016

26 Jun. 25 Jun.

Liu Xiaoyun Vice GM Current Male 54 0 0 0 0 0

2013 2016

26 Jun. 25 Jun.

Wei Jinxiang Vice GM Current Male 53 0 0 0 0 0

2013 2016

22 Apr. 25 Jun.

Zhang Xin Vice GM Current Male 50 0 0 0 0

2015 2016

Chairman of the 26 Jun. 25 Jun.

Ni Mingliang Current Male 49 0 0 0 0 0

Supervisor 2013 2016

26 Jun. 25 Jun.

Zhong Lei Supervisor Current Male 47 0 0 0 0 0

2013 2016

26 Jun. 25 Jun.

Lu Zhonggui Supervisor Current Male 49 0 0 0 0 0

2013 2016

26 Jun. 25 Jun.

Xie Guozhong Supervisor Current Male 47 0 0 0 0 0

2013 2016

26 Jun. 25 Jun.

Liu Yi Supervisor Current Male 47 0 0 0 0 0

2013 2016

32

The 2015 Annual Report of Changchai Company, Limited

II. Particulars about changes of Directors, Supervisors and Senior Executives

Name Position Type Date Reason

Jiang Huaping Director Former 31 Mar. 2015 Job changes

Zhu Jianming Independent director Former 31 Mar. 2015 Left the post

Cao Huiming Independent director Former 31 Mar. 2015 Left the post

III. Resumes of important personnel

Main working experience of current directors, supervisors and senior management staff

Xue Guojun: Now he acts as Chairman of the Board, Deputy Secretary of Party Committee of the Company.

He Jianguang: Now he acts as Director, General Manager, and Chief Engineer of the Company.

Shi Jianchun: Now he acts as Party Secretary, Director, Deputy General Manager and Secretary of the Board of

the Company, and Chairman of the Board of Changzhou Housheng Investment Co., Ltd.

Xu Qian: She successively worked as Clerk of Commerce of Changzhou Bureau of Finance, section member of

Commercial Office, Deputy Principal Staff Member, Deputy Principal Staff Member, Deputy Section Chief of

State-owned office of Changzhou Bureau of Finance and Section Chief of Changzhou SASAC Property Rights

and Profits Management. Now, she is Deputy researcher of Changzhou SASAC.

Xu Zhenping: He successively held the posts of Director and Deputy General Manager of the Company. Now he

acts as Director and Senior of the Company as well as Chairman of The Board of Housheng Agricultural

Equipment Co., Ltd.

Zhuang Rongfa: He successively took the posts of Deputy Director, Deputy Secretary of CPC in Changzhou

Municipal Economic Committee. Now he acts as the director of the Company.

Shen Ningwu: Now he acts the consultant in China Association of Automobile Manufacturers, the Independent

Director in Chongqing Jinguan Automobile Manufacture Co., Ltd., Hangzhou Zhaofeng Autoparts Manufacturing

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

Jiangsu DayBright Intelligent Electric Co., Ltd. and Baosheng Science & Technology Innovation Co., Ltd.

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.

Yin Lihou: Now he acts as Deputy General Manager of the Company, and the Chairman of the Board of Directors

of Changchai Wanzhou Diesel Engine Co., Ltd. Now he acts as Deputy General Manager of the Company.

Liu Xiaoyun: 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.

Zhang Xin: He successively held the posts of GM of Sales Company, General Manager Assistant of the Company.

Now he acts as Deputy General Manager of the Company.

Ni Mingliang: Now he acts as Deputy Secretary, Vice Chairman of Labor Union and Chairman of the Supervisory.

Now he acts as Section Chief of the General Office of State-owned Assets Supervision and Administration

Commission of Changzhou Municipal People’s Government.

Lu Zhonggui: Now he acts as Special Discipline Inspector of Discipline Inspection Committee and Secretary of

Organ Party General Branch as well as supervisor of the Company.

Xie Guozhong: Now he acts as Secretary of Party General Branch of the sales company, Deputy General Manager

and Supervisor of the Company and Supervisor of Housheng Agriculture Equipment.

Liu Yi: He successively took the posts of Assistant Minister of Enterprise Management Department. Now he acts

as Deputy Director of Finance Department and Supervisor of the Company and Supervisor of Changwan

Company.

33

The 2015 Annual Report of Changchai Company, Limited

Post-holding in shareholder units

√ Applicable □ Inapplicable

Name of the Position in Receives

Beginning Ending date payment from

person holding Name of the shareholder unit the date of office of office the shareholder

any post in any shareholder term term

shareholder unit unit unit?

State-owned Assets Supervision and Section Chief

Zhong Lei Administration Municipal

Changzhou

Commission of the 25 Jun.

People’s ofOffice General 1Aug. 2009 2016 Yes

Government

State-owned Assets Supervision and

Xu Qian Administration Commission of Deputy 1 Apr. 2015 25 Jun. Yes

Changzhou Municipal People’s Researcher 2016

Government

Post-holding in other units

□ Applicable √ Inapplicable

Particulars about the Company's current directors, supervisors and senior executives ‘punishments from Securities

Regulatory Institution of recent three years in reporting period

□ Applicable √ Inapplicable

IV. Remuneration for directors, supervisors and senior management

Decision-making procedure, determining basis and actual payment for the remuneration of directors,

supervisors and senior management

In 2015, 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 Xu Qian, Supervisor Zhong Lei obtained salaries in shareholders' entities.

Remuneration of the directors, supervisors and senior management of the Company during the reporting

period is as follows:

Unit: RMB Ten Thousand Yuan

Total before-tax Whether gained

remuneration remuneration from

Name Position Gender Age Current/former

gained from the the related parties of

Company the Company

Xue Guojun Chairman of the Board Male 53 Current 80.93 No

Jiang Huaping Director Male 53 Former 0 No

Director, General Manager,

He Jianguang Male 52 Current 80.98 No

Chief Engineer

Director, Deputy General

Shi Jianchun Male 54 Current 80.53 No

Manager, Secretary of the Board

Xu Zhenping Director Male 59 Current 50.09 No

Zhuang Rongfa Director Male 72 Current 0 No

Xu Qian Director Female 53 Current 0 Yes

Shen Ningwu Independent director Male 74 Current 5 No

Zhu Jianming Independent director Male 60 Former 0 No

Cao Huiming Independent director Male 67 Former 0 No

Li Minghui Independent director Male 42 Current 5 No

Jia Bin Independent director Male 38 Current 5 No

Yin Lihou Vice GM Male 52 Current 59.9 No

Xu Yi Vice GM Male 52 Current 66.14 No

Liu Xiaoyun Vice GM Male 54 Current 62.79 No

Wei Jinxiang Vice GM Male 53 Current 57.59 No

Zhang Xin Vice GM Male 50 Current 61.7 No

Ni Mingliang Chairman of the Supervisor Male 49 Current 53.07 No

34

The 2015 Annual Report of Changchai Company, Limited

Zhong Lei Supervisor Male 47 Current 0 Yes

Lu Zhonggui Supervisor Male 49 Current 13.96 No

Xie Guozhong Supervisor Male 47 Current 27.09 No

Liu Yi Supervisor Male 47 Current 13.23 No

Total -- -- -- -- 723 --

Situations of equity incentives awarded to the directors, supervisors and senior management of the Company

during the reporting period

□ Applicable √ Inapplicable

V. About employees

1. Number, structure and education of employees

Number of on-job employees in parent company(person) 2,956

Number of on-job employees in main subsidiaries(person) 630

Total number of on-job employees (person) 3,586

Total number of employees obtaining salaries (person) 3586

Total number of retired employees the Company or the subsidiaries should

0

bare the retirement fee (person)

Professional structure

Category Number (person)

Production personnel 2,504

Sale personnel 220

Technicians 363

Financial personnel 41

Administrative personnel 325

Others 133

Total 3,586

Education

Category Number (person)

Junior high school or lower 1,633

Junior high school 1,119

College and technical secondary school 525

Bachelor degree 288

Master degree 21

Total 3,586

2. Employee’s 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’s training plan

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. Outsourcing situation

□ Applicable √ Inapplicable

35

The 2015 Annual Report of Changchai Company, Limited

Section IX. Corporate Governance

I. Basic details 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.

Whether it exists any difference between the corporate governance and the Company Law and relevant rules of

CSRC or not?

□ Yes √ No

There is no difference between the corporate governance and the Company Law and relevant rules of CSRC.

II. Particulars about the Company’s separation from the controlling shareholder in respect of

business, personnel, assets, organization and financial affairs

The Company was totally independent from the controlling shareholder State-owned Assets Supervision and

Administration Commission of Changzhou Municipal People’s Government in terms of assets, business,

personnel, organization and financing, with independent & complete business and capability to operate

independently.

III. Horizontal competition

□ Applicable √ Inapplicable

IV. Particulars about the annual shareholders’ general meeting and special shareholders’

general meetings held during the reporting period

1.Particulars about the shareholders’ general meeting in reporting period

Proportion of Convening Disclosure Index to the

Session Type investors' date date disclosed

participation

The Annual Shareholders’ The Annual 20 May.

General Meeting of 2014 Shareholders’

Meeting

General 0.04% 19 May 2015 2015 2015-016

The First Special

Shareholders’ Shareholders’

General Special Meeting

General 0.03% 31 Mar. 2015 1 Apr. 2015 2015-006

Meeting for 2015

2. Special Shareholders’ General Meeting applied by the preferred stockholder with restitution of voting

right

□ Applicable √ Inapplicable

36

The 2015 Annual Report of Changchai Company, Limited

V. Performance of the Independent Directors

1. Particulars about the independent directors attending the board sessions and the shareholders’ general

meetings

1. Particulars about the independent directors attending the board sessions

Non-attendance

Sessions required

Attendance by way in person for

Independent to attend during Attendance Entrusted Absenc

of two

director the reporting in person presence (times) e rate

telecommunication consecutive

period

times

Shen Ningwu 8 3 5 0 0 No

Cao Huiming 2 0 2 0 0 No

Zhu Jianming 2 0 2 0 0 No

Li Minghui 6 3 2 1 0 No

Jia Bin 6 3 3 0 0 No

General meetings sat in on by independent directors 2

2. Particulars about independent directors proposing objection on relevant events

Whether independent directors propose objection on relevant events or not?

□ Yes √ No

During the reporting period, no independent directors proposed any objection on relevant events of the Company.

3. Other explanations about the duty performance of independent directors

Whether advices to the Company from independent directors were adopted or not

√ Yes □ No

Explanation on the advices of independent directors for the Company being adopted or not adopted

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

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 the Special Committees under the Board during 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

37

The 2015 Annual Report of Changchai Company, Limited

Directors;

6) Advised to continue the appointment of Jiangsu Gongzheng Certified Public Accountants Co., Ltd as the audit

institution of the Company in 2015.

(2) Written opinions on financial statements of the Company issued by the Audit Committee

1) On 1 Apr. 2016, 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 at 31 Dec. 2015, as well as the business results and cash flows in 2015 in all

material aspects.

2) With regard to the audited financial statements 2015, on 12 Apr. 2016, the Audit Committee made the following

resolution: the Audit Committee reviewed the financial statements 2015 audited by auditors, and believed that the

said financial statements faithfully reflected the financial position of the Company as at 31 Dec. 2015, as well as

the business results and cash flows in 2015 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 2015:

According to the annual audit plan jointly formulated by the Audit Committee and Jiangsu Gongzheng

Tianye Certified Public Accountants Co., Ltd, auditors communicated fully with the management personnel of the

Company and members of the Audit Committee on the consolidation of financial statements, accounting

adjustment, accounting policy and other accounting work needed to be improved, which helped both parties

acquire a deeper understanding about the operation, financial process and implementation of the New Accounting

Standards for Business Enterprises in the Company. With such understanding, the annual audit accountants would

make more mature judgment to issue a fair audit conclusion.

The Audit Committee held that the CPAs firm conducted the audit strictly in accordance with provisions

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 Dec. 2015, as well as the business results and cash flows in 2015, 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 12 Apr. 2016 to review the matter concerning the employment

of a CPAs firm for the audit in 2016, and the review opinion was as follows:

Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd had accomplished the audit of the

Company 2015, and the auditor’s report reflected the actual financial status of the Company in 2015 objectively

and fairly.

The Audit Committee was satisfied with the audit conducted by Jiangsu Gongzheng Tianye Certified Public

Accountants Co., Ltd and decided to continue to engage it as the audit institution of the Company in 2016.

The said proposal was agreed to be submitted to the 16th Session of the 7th 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 three 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 2015, based on the fulfillment of the main financial indicators and operation

targets in 2015, which were determined in the Contract for Appraisal of Senior Executives in 2015.

In the reporting period, based on relevant regulations and rules, the Remuneration & Appraisal Committee

examined the remuneration of the Company’s senior executives in 2015 and issued opinions as follows:

The Remuneration & Appraisal Committee held that, the remuneration of the Company’s senior executives

in 2015 was in accordance with provisions in the Contract for Appraisal of Senior Executives in 2015, as well as

the laws, regulations and rules of the Company.

38

The 2015 Annual Report of Changchai Company, Limited

VII. Performance of the Supervisory Committee

During the reporting period, the Supervisory Committee found whether there was risk in the Company in the

supervisory activity

□ Yes √ No

The Supervisory Committee has no objection on the supervised events during the reporting period.

VIII. Performance Evaluation and Incentive Mechanism for Senior Management Staff

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. Particulars about significant defects found in the internal control during reporting period

□ Yes √ No

2. Self-appraisal report on internal control

Disclosure date of the Self-appraisal Report on Internal Control 14Apr. 2016

Disclosure index of the Self-appraisal Report on Internal Control 2016-004

The proportion of total assets included in evaluation scope entities in

100.00%

the Company's total assets of the consolidated financial statements

The proportion of operation revenue included in evaluation scope

entities in the Company's operation revenue of the consolidated 100.00%

financial statements

Defect judging standards

Category Section XI. Financial Report Non-Financial Report

The Company classified the defects as

great defect, significant defect and

general defect according to the influence

degree from the internal control: random

(1) Great defect: refers to one or multiple Defects with the followingrecognized

characteristics should be

groups with control defect which may as great defect:

lead the enterprise seriously deviates the 1) Seriously violated the national

control target; administrative regulations

(2) Significant defect: refers to one or lawstheandnormative documents;

and

multiple groups with control defect with 2) “three significant one great” event

the severity and the economic results had not been through the collective

lower than the great defect but may still decision-making process;

lead the enterprise seriously deviates the 3) the significant events involved

control target;

Qualitative criteria

the production

(3) General defect: refers to other defect with Company lackedandofoperation of

the

except for the great defect and significant control or the institutionalsystematic

system

defect. was invalid;

Qualitative criteria: defects with the 4) the internal control of the

following random characteristics should information disclosure was invalid,

be recognized as great defect:

1) the defect involves with the which led theby Companysupervision

condemned the

be open

malpractice of the Directors, Supervisors department;

and Senior Executives; the the

2) revised the disclosed financial report; 5)assessmentgreat defect thefrominternal

results of

3) CPAs discovered the great

misstatement among the current financial control had not been revised.

statement while which could not be found

during the operating process of the

internal control;

39

The 2015 Annual Report of Changchai Company, Limited

4) the supervision from the Audit

Committee and the internal audit

institution of the enterprise was invalid.

to the quantitative

Quantitative criteria: the quantitative Referinternal control defectcriteria theof

the

criteria of recognizing the significant financial report, to recognizeof the

degree of the misstatement (including the quantitative criteria of the significant

false negatives) of the consolidated degree of the internal control defect

financial report of the listed companies of the non-financial report of the

based on the data from the 2015 listed companies as:

consolidated statements was as:

Quantitative criteria Great defect: misstatement≥5% of the Great defect: ofpossibly caused directly

losses≥0.1% the net assets

annual profits

Significant defect: 2.5% of the annual Significant defect: 0.05% of thelosses net

profits≤misstatement<5% of the annual assets≤possiblynetcaused directly

<0.1% of the assets

profits defect: possibly

General defect < 2.5% of the annual General losses < 0.05% of thecaused

directly net

profits assets

Number of significant defects

0

of financial report (Piece)

Number of significant defects

0

of non- financial report (Piece)

Number of important defects

0

of financial report (Piece)

Number of important defects

0

of non-financial report (Piece)

X. Audit report on internal control

√ Applicable □ Inapplicable

Audit opinion paragraphs in the Audit Report on Internal Control

We considered that, the Changchai Shares maintained effective internal control of the financial report in

significant aspects according to the Basic Norms of Internal Control and relevant regulations on 31 Dec. 2015.

Particulars about Audit Report on Internal Control Disclosure

Disclosure index of the Audit Report on Internal Control 14Apr. 2016

Type of Audit Report on Internal Control Unqualified auditor's report

Whether there is significant defect in non-financial report No

Whether the CPAs firm issues an Audit Report on Internal Control with non-standard opinion or not?

□ Yes √ No

Whether the Audit Report on Internal Control from the CPAs firm is in consistent with the Self-appraisal Report

from the Board or not?

√ Yes □ No

40

The 2015 Annual Report of Changchai Company, Limited

Section X. Financial Report

I. Auditor’s Report

Type of audit opinion Standard unqualified opinion

Date of signing the auditor’s report 12 Apr. 2016

Jiangsu Gongzheng Tianye Certified Public Accountants Company

Name of the audit firm

Limited (LLP)

Reference number of the auditor’s

SGW [2016] No. A457

report

Name of the CPA Wang Wenkai, He Taifeng

Text of the Auditor’s Report

All shareholders of Changchai Co., Ltd.:

We have audited the attached financial statements of Changchai Co., Ltd. (hereinafter referred to as “the

Company”), including the consolidated and the Company’s financial statements as at 31 Dec. 2015, the

consolidated and the Company’s income statement, the consolidated and the Company’s cash flow statement, and

the consolidated and the Company’s statement of changes in equity for the year then ended, as well as the notes to

the financial statements.

I. Responsibility of the management on the financial statements

It is the responsibility of the Company’s management to prepare the financial statements according to the

enterprise accounting standards, which includes: (1) designing, implementing and maintaining the internal control

related to the financial statement preparation, so as to avoid significant errors in the financial statements caused by

malpractices or mistakes; (2) choosing and adopting proper accounting policies; and (3) making rational

accounting estimates.

II. Responsibility of the certified public accountants

Our responsibility is to express our auditing opinion based on our audit. And we have conducted the audit

according to the Auditing Standards for Chinese Registered Accountants, which requires us to conform to ethical

standards, plan and carry out the audit, so as to reasonably ensure that there exist no significant errors in the

financial statements.

The audit work involves implementing the auditing procedure so as to acquire audit evidences for the data

carried in the financial statements. The choice of auditing procedures depends on the judgment of the registered

accountants, including the risk assessment of significant financial statement errors caused by malpractices or

mistakes. When conducting the risk assessment, we will consider the internal control related to financial statement

preparation so as to design a proper auditing procedure, with no purpose to express opinions on the effectiveness

of the internal control. Our audit work also involves evaluating the rationality of the accounting policy chosen and

the accounting estimates made by the management, as well as the general presentation of the financial statements.

We believe that the auditing evidences we obtained are sufficient and proper, which provides a foundation for

us to express our auditing opinion.

III. Audit opinion

We believe that the financial statements of the Company have been prepared in accordance with the

requirements of the Enterprises Accounting Standards, and presented fairly, in all material respects, the financial

position of the Company as at 31 Dec. 2015, and the results of its operations and its cash flows for the year then

ended.

Jiangsu Gongzheng Tianye Certified Public Accountants Co., Ltd. (LLP) CPA of China: Wang Wenkai

Wuxi China CPA of China: He Taifeng

12 Apr. 2016

41

The 2015 Annual Report of Changchai Company, Limited

II. Financial statements

Monetary unit of notes to financial statements: RMB Yuan

1. Consolidated balance sheet

Prepared by Changchai Company, Limited

31 Dec. 2015

Unit: RMB Yuan

Item 31 Dec. 2015 31 Dec. 2014

Current Assets:

Monetary funds 601,312,715.62 531,969,747.91

Settlement reserves

Intra-group lendings

Financial assets measured at fair value of which changes are

2,109,642.19

recorded in current profits and losses

Derivative financial assets

Notes receivable 498,502,274.42 314,236,128.92

Accounts receivable 308,596,920.50 374,335,355.22

Accounts paid in advance 12,882,271.70 15,092,855.36

Premiums receivable

Reinsurance premiums receivable

Receivable reinsurance contract reserves

Interest receivable

Dividend receivable

Other accounts receivable 5,622,539.81 8,662,701.30

Financial assets purchased under agreements to resell

Inventories 397,290,012.36 497,588,717.86

Assets held for sale

Non-current assets due within 1 year

Other current assets 60,304,691.41 31,729,042.18

Total current assets 1,884,511,425.82 1,775,724,190.94

Non-current assets:

Loans by mandate and advances granted

Available-for-sale financial assets 502,980,000.00 497,850,000.00

Held-to-maturity investments

Long-term accounts receivable

Long-term equity investment 20,769,304.76 20,459,975.99

Investing real estate 57,281,030.03 59,489,370.83

Fixed assets 554,601,893.23 572,785,946.61

Construction in progress 108,198,455.01 134,948,317.87

42

The 2015 Annual Report of Changchai Company, Limited

Engineering materials

Disposal of fixed assets

Production biological assets

Oil-gas assets

Intangible assets 103,101,462.47 104,441,092.62

R&D expense

Goodwill

Long-term deferred expenses

Deferred income tax assets 962,530.88 1,084,863.32

Other non-current assets

Total of non-current assets 1,347,894,676.38 1,391,059,567.24

Total assets 3,232,406,102.20 3,166,783,758.18

Current liabilities:

Short-term borrowings 17,000,000.00 20,000,000.00

Borrowings from Central Bank

Customer bank deposits and due to banks and other financial

institutions

Intra-group borrowings

Financial liabilities measured at fair value of which changes

are recorded in current profits and losses

Derivative financial liabilities

Notes payable 238,200,000.00 218,351,400.00

Accounts payable 535,978,470.07 550,858,517.60

Accounts received in advance 26,665,671.38 29,364,756.16

Financial assets sold for repurchase

Handling charges and commissions payable

Payroll payable 60,309,349.29 61,303,762.60

Tax payable 10,798,062.93 14,511,976.27

Interest payable

Dividend payable 3,891,433.83 3,891,433.83

Other accounts payable 201,151,632.46 196,560,865.32

Reinsurance premiums payable

Insurance contract reserves

Payables for acting trading of securities

Payables for acting underwriting of securities

Liabilities held for sale

Non-current liabilities due within 1 year

43

The 2015 Annual Report of Changchai Company, Limited

Other current liabilities 2,403,287.06 2,992,996.74

Total current liabilities 1,096,397,907.02 1,097,835,708.52

Non-current liabilities:

Long-term borrowings

Bonds payable

Of which: preferred shares

Perpetual bonds

Long-term payables

Long-term payroll payables

Specific payables

Estimated liabilities

Deferred income 53,121,605.70 54,185,979.32

Deferred income tax liabilities 62,385,825.00 61,616,325.00

Other non-current liabilities

Total non-current liabilities 115,507,430.70 115,802,304.32

Total liabilities 1,211,905,337.72 1,213,638,012.84

Owners’ equity:

Share capital 561,374,326.00 561,374,326.00

Other equity instruments

Of which: preferred shares

Perpetual bonds

Capital reserves 164,328,665.43 164,328,665.43

Less: Treasury stock

Other comprehensive income 353,519,675.00 349,159,175.00

Specific reserves 10,069,746.98 8,332,077.21

Surplus reserves 305,758,285.91 298,151,696.96

Provisions for general risks

Retained profits 607,859,611.69 555,590,894.67

Total equity attributable to owners of the Company 2,002,910,311.01 1,936,936,835.27

Minority interests 17,590,453.47 16,208,910.07

Total owners’ equity 2,020,500,764.48 1,953,145,745.34

Total liabilities and owners’ equity 3,232,406,102.20 3,166,783,758.18

Legal representative: Xue Guojun Person-in-charge of the accounting work: He Jianguang

Chief of the accounting division: Jiang He

44

The 2015 Annual Report of Changchai Company, Limited

2. Balance sheet of the Company

Unit: RMB Yuan

Item 31 Dec. 2015 31 Dec. 2014

Current Assets:

Monetary funds 572,530,396.20 494,366,603.39

Financial assets measured at fair value of which changes are

recorded in current profits and losses

Derivative financial assets

Notes receivable 490,777,874.42 312,466,128.92

Accounts receivable 263,878,166.23 331,239,446.99

Accounts paid in advance 6,512,574.55 10,139,747.15

Interest receivable

Dividend receivable

Other accounts receivable 4,885,363.01 5,712,047.44

Inventories 348,179,430.41 426,235,429.74

Assets held for sale

Non-current assets due within 1 year

Other current assets 41,403,182.61 20,637,141.03

Total current assets 1,728,166,987.43 1,600,796,544.66

Non-current assets:

Available-for-sale financial assets 495,780,000.00 490,650,000.00

Held-to-maturity investments

Long-term accounts receivable

Long-term equity investment 205,235,804.76 204,926,475.99

Investing real estate 57,281,030.03 59,489,370.83

Fixed assets 445,343,167.61 454,717,057.95

Construction in progress 108,198,455.01 134,948,317.87

Engineering materials

Disposal of fixed assets

Production biological assets

Oil-gas assets

Intangible assets 81,159,855.82 81,914,372.57

R&D expense

Goodwill

Long-term deferred expenses

Deferred income tax assets 962,530.88 1,084,863.32

Other non-current assets

45

The 2015 Annual Report of Changchai Company, Limited

Total of non-current assets 1,393,960,844.11 1,427,730,458.53

Total assets 3,122,127,831.54 3,028,527,003.19

Current liabilities:

Short-term borrowings

Financial liabilities measured at fair value of which changes

are recorded in current profits and losses

Derivative financial liabilities

Notes payable 218,200,000.00 206,351,400.00

Accounts payable 527,416,373.82 501,904,239.41

Accounts received in advance 24,537,940.90 37,247,846.51

Payroll payable 55,068,743.12 56,426,935.61

Tax payable 8,521,233.87 12,438,714.42

Interest payable

Dividend payable 3,243,179.97 3,243,179.97

Other accounts payable 194,650,090.70 191,066,117.22

Liabilities held for sale

Non-current liabilities due within 1 year

Other current liabilities

Total current liabilities 1,031,637,562.38 1,008,678,433.14

Non-current liabilities:

Long-term borrowings

Bonds payable

Of which: preferred shares

Perpetual bonds

Long-term payables

Long-term payroll payables

Specific payables

Estimated liabilities

Deferred income 53,121,605.70 54,185,979.32

Deferred income tax liabilities 62,385,825.00 61,616,325.00

Other non-current liabilities

Total non-current liabilities 115,507,430.70 115,802,304.32

Total liabilities 1,147,144,993.08 1,124,480,737.46

Owners’ equity:

Share capital 561,374,326.00 561,374,326.00

Other equity instruments

Of which: preferred shares

46

The 2015 Annual Report of Changchai Company, Limited

Perpetual bonds

Capital reserves 183,071,147.70 183,071,147.70

Less: Treasury stock

Other comprehensive income 353,519,675.00 349,159,175.00

Specific reserves 10,069,746.98 8,332,077.21

Surplus reserves 305,758,285.91 298,151,696.96

Retained profits 561,189,656.87 503,957,842.86

Total owners’ equity 1,974,982,838.46 1,904,046,265.73

Total liabilities and owners’ equity 3,122,127,831.54 3,028,527,003.19

47

The 2015 Annual Report of Changchai Company, Limited

3. Consolidated income statement

Unit: RMB Yuan

Item 2015 2014

I. Total operating revenues 2,519,799,547.29 2,489,792,063.33

Including: Sales income 2,519,799,547.29 2,489,792,063.33

Interest income

Premium income

Handling charge and commission income

II. Total operating costs 2,445,178,600.59 2,418,623,839.64

Including: Cost of sales 2,110,216,135.62 2,105,359,867.94

Interest expenses

Handling charge and commission expenses

Surrenders

Net claims paid

Net amount withdrawn for the insurance contract reserve

Expenditure on policy dividends

Reinsurance premium

Taxes and associate charges 7,632,813.49 749,136.23

Selling and distribution expenses 98,122,345.71 92,235,311.13

Administrative expenses 197,678,915.43 197,704,824.42

Financial expenses -15,723,785.00 -10,932,468.28

Asset impairment loss 47,252,175.34 33,507,168.20

Add: Gain/(loss) from change in fair value (“-” means loss) -109,642.19 109,642.19

Gain/(loss) from investment (“-” means loss) 9,120,105.94 12,014,333.27

Including: share of profits in associates and joint ventures 670,328.77 1,366,650.26

Foreign exchange gains (“-” means loss)

III. Business profit (“-” means loss) 83,631,410.45 83,292,199.15

Add: non-operating income 14,048,268.56 12,619,459.28

Including: Gains on disposal of non-current assets 298,236.45 437,606.94

Less: non-operating expense 8,510,877.99 10,654,493.23

Including: Losses on disposal of non-current assets 86,306.84 318,704.95

IV. Total profit (“-” means loss) 89,168,801.02 85,257,165.20

Less: Income tax expense 16,684,465.13 19,587,550.64

V. Net profit (“-” means loss) 72,484,335.89 65,669,614.56

Net profit attributable to owners of the Company 71,102,792.49 64,202,144.29

Minority shareholders’ income 1,381,543.40 1,467,470.27

VI. After-tax net amount of other comprehensive incomes 4,360,500.00 71,378,330.67

48

The 2015 Annual Report of Changchai Company, Limited

After-tax net amount of other comprehensive incomes

4,360,500.00 71,378,330.67

attributable to owners of the Company

(I) Other comprehensive incomes that will not be

reclassified into gains and losses

1. Changes in net liabilities or assets with a defined

benefit plan upon re-measurement

2. Enjoyable shares in other comprehensive incomes in

investees that cannot be reclassified into gains and losses under

the equity method

(II) Other comprehensive incomes that will be reclassified

4,360,500.00 71,378,330.67

into gains and losses

1. Enjoyable shares in other comprehensive incomes in

investees that will be reclassified into gains and losses under the

equity method

2. Gains and losses on fair value changes of

4,360,500.00 71,311,600.00

available-for-sale financial assets

3. Gains and losses on reclassifying held-to-maturity

investments into available-for-sale financial assets

4. Effective hedging gains and losses on cash flows

5. Foreign-currency financial statement translation

66,730.67

difference

6. Other

After-tax net amount of other comprehensive incomes

attributable to minority shareholders

VII. Total comprehensive incomes 76,844,835.89 137,047,945.23

Attributable to owners of the Company 75,463,292.49 135,580,474.96

Attributable to minority shareholders 1,381,543.40 1,467,470.27

VIII. Earnings per share

(I) Basic earnings per share 0.13 0.11

(II) Diluted earnings per share 0.13 0.11

Legal representative: Xue Guojun Person-in-charge of the accounting work: He Jianguang

Chief of the accounting division: Jiang He

49

The 2015 Annual Report of Changchai Company, Limited

4. Income statement of the Company

Unit: RMB Yuan

Item 2015 2014

I. Total sales 2,516,865,611.28 2,494,339,556.14

Less: cost of sales 2,129,587,480.88 2,134,763,196.27

Business taxes and surcharges 7,167,609.31

Distribution expenses 92,215,078.66 87,132,202.53

Administrative expenses 182,609,958.75 181,276,503.47

Financial costs -17,089,993.07 -13,220,902.08

Impairment loss 42,554,499.55 15,048,198.38

Add: gain/(loss) from change in fair value (“-” means loss)

Gain/(loss) from investment (“-” means loss) 7,808,397.71 13,682,952.59

Including: income form investment on associates and joint

670,328.77 1,366,650.26

ventures

II. Business profit (“-” means loss) 87,629,374.91 103,023,310.16

Add: non-operating income 12,294,626.92 11,180,798.60

Including: Gains on disposal of non-current assets 82,621.37 257,729.86

Less: non-operating expense 8,218,111.06 10,476,546.75

Including: Losses on disposal of non-current assets 53,999.76 318,266.72

III. Total profit (“-” means loss) 91,705,890.77 103,727,562.01

Less: Income tax expense 15,640,001.29 18,506,336.32

IV. Net profit (“-” means loss) 76,065,889.48 85,221,225.69

V. After-tax net amount of other comprehensive incomes 4,360,500.00 71,311,600.00

(I) Other comprehensive incomes that will not be reclassified

into gains and losses

1. Changes in net liabilities or assets with a defined benefit

plan upon re-measurement

2. Enjoyable shares in other comprehensive incomes in

investees that cannot be reclassified into gains and losses under

the equity method

(II) Other comprehensive incomes that will be reclassified into

4,360,500.00 71,311,600.00

gains and losses

1. Enjoyable shares in other comprehensive incomes in

investees that will be reclassified into gains and losses under the

equity method

2. Gains and losses on fair value changes of

4,360,500.00 71,311,600.00

available-for-sale financial assets

50

The 2015 Annual Report of Changchai Company, Limited

3. Gains and losses on reclassifying held-to-maturity

investments into available-for-sale financial assets

4. Effective hedging gains and losses on cash flows

5. Foreign-currency financial statement translation

difference

6. Other

VI. Total comprehensive incomes 80,426,389.48 156,532,825.69

VII. Earnings per share

(I) Basic earnings per share

(II) Diluted earnings per share

51

The 2015 Annual Report of Changchai Company, Limited

5. Consolidated cash flow statement

Unit: RMB Yuan

Item 2015 2014

I. Cash flows from operating activities:

Cash received from sale of commodities and rendering of

2,636,363,557.61 2,688,286,109.60

service

Net increase of deposits from customers and dues from banks

Net increase of loans from the central bank

Net increase of funds borrowed from other financial

institutions

Cash received from premium of original insurance contracts

Net cash received from reinsurance business

Net increase of deposits of policy holders and investment fund

Net increase of disposal of financial assets measured at fair

value of which changes are recorded into current gains and losses

Cash received from interest, handling charges and

commissions

Net increase of intra-group borrowings

Net increase of funds in repurchase business

Tax refunds received 28,895,174.42 33,639,405.87

Other cash received relating to operating activities 21,715,056.24 14,125,214.83

Subtotal of cash inflows from operating activities 2,686,973,788.27 2,736,050,730.30

Cash paid for goods and services 2,072,255,235.99 2,375,158,372.15

Net increase of customer lendings and advances

Net increase of funds deposited in the central bank and amount

due from banks

Cash for paying claims of the original insurance contracts

Cash for paying interest, handling charges and commissions

Cash for paying policy dividends

Cash paid to and for employees 311,707,299.43 286,745,413.05

Various taxes paid 86,777,245.36 40,280,909.48

Other cash payment relating to operating activities 88,307,124.54 85,373,391.14

Subtotal of cash outflows from operating activities 2,559,046,905.32 2,787,558,085.82

Net cash flows from operating activities 127,926,882.95 -51,507,355.52

II. Cash flows from investing activities:

Cash received from withdrawal of investments 2,000,000.00

Cash received from return on investments 8,810,777.17 11,151,322.56

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The 2015 Annual Report of Changchai Company, Limited

Net cash received from disposal of fixed assets, intangible

6,659,148.67 336,880.83

assets and other long-term assets

Net cash received from disposal of subsidiaries or other

business units

Other cash received relating to investing activities

Subtotal of cash inflows from investing activities 17,469,925.84 11,488,203.39

Cash paid to acquire fixed assets, intangible assets and other

36,003,567.09 60,611,666.98

long-term assets

Cash paid for investment 32,000,000.00 2,000,000.00

Net increase of pledged loans

Net cash paid to acquire subsidiaries and other business units 22,600,000.00

Other cash payments relating to investing activities

Subtotal of cash outflows from investing activities 68,003,567.09 85,211,666.98

Net cash flows from investing activities -50,533,641.25 -73,723,463.59

III. Cash Flows from Financing Activities:

Cash received from capital contributions 280,600.00

Including: Cash received from minority shareholder

280,600.00

investments by subsidiaries

Cash received from borrowings 17,000,000.00 20,000,000.00

Cash received from issuance of bonds

Other cash received relating to financing activities

Subtotal of cash inflows from financing activities 17,000,000.00 20,280,600.00

Repayment of borrowings 20,000,000.00 30,000,000.00

Cash paid for interest expenses and distribution of dividends

12,410,748.99 10,794,562.05

or profit

Including: dividends or profit paid by subsidiaries to

430,680.00

minority shareholders

Other cash payments relating to financing activities 28,075.00 400,000.00

Sub-total of cash outflows from financing activities 32,438,823.99 41,194,562.05

Net cash flows from financing activities -15,438,823.99 -20,913,962.05

IV. Effect of foreign exchange rate changes on cash and cash

24,385.48

equivalents

V. Net increase in cash and cash equivalents 61,954,417.71 -146,120,395.68

Add: Opening balance of cash and cash equivalents 464,761,820.50 610,882,216.18

VI. Closing balance of cash and cash equivalents 526,716,238.21 464,761,820.50

53

The 2015 Annual Report of Changchai Company, Limited

6. Cash flow statement of the Company

Unit: RMB Yuan

Item 2015 2014

I. Cash flows from operating activities:

Cash received from sale of commodities and rendering of

2,709,527,428.26 2,699,873,240.85

service

Tax refunds received 28,895,174.42 33,639,405.87

Other cash received relating to operating activities 18,196,561.87 11,580,677.83

Subtotal of cash inflows from operating activities 2,756,619,164.55 2,745,093,324.55

Cash paid for goods and services 2,197,759,847.18 2,426,842,672.28

Cash paid to and for employees 276,172,157.36 252,341,688.21

Various taxes paid 79,691,910.58 29,401,425.57

Other cash payment relating to operating activities 80,587,740.62 77,786,287.60

Subtotal of cash outflows from operating activities 2,634,211,655.74 2,786,372,073.66

Net cash flows from operating activities 122,407,508.81 -41,278,749.11

II. Cash flows from investing activities:

Cash received from retraction of investments

Cash received from return on investments 7,499,068.94 13,022,100.00

Net cash received from disposal of fixed assets, intangible

6,440,518.67 838,078.00

assets and other long-term assets

Net cash received from disposal of subsidiaries or other

1,027,642.33

business units

Other cash received relating to investing activities 4,000,000.00

Subtotal of cash inflows from investing activities 17,939,587.61 14,887,820.33

Cash paid to acquire fixed assets, intangible assets and other

31,944,367.09 54,243,469.12

long-term assets

Cash paid for investment 20,000,000.00 33,500,000.00

Net cash paid to acquire subsidiaries and other business units 21,126,700.00

Other cash payments relating to investing activities 4,000,000.00

Subtotal of cash outflows from investing activities 55,944,367.09 108,870,169.12

Net cash flows from investing activities -38,004,779.48 -93,982,348.79

III. Cash Flows from Financing Activities:

Cash received from capital contributions

Cash received from borrowings

Cash received from issuance of bonds

Other cash received relating to financing activities

Subtotal of cash inflows from financing activities

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The 2015 Annual Report of Changchai Company, Limited

Repayment of borrowings

Cash paid for interest expenses and distribution of dividends

11,227,486.52 8,420,614.89

or profit

Other cash payments relating to financing activities

Sub-total of cash outflows from financing activities 11,227,486.52 8,420,614.89

Net cash flows from financing activities -11,227,486.52 -8,420,614.89

IV. Effect of foreign exchange rate changes on cash and cash

equivalents

V. Net increase in cash and cash equivalents 73,175,242.81 -143,681,712.79

Add: Opening balance of cash and cash equivalents 430,758,675.98 574,440,388.77

VI. Closing balance of cash and cash equivalents 503,933,918.79 430,758,675.98

55

The 2015 Annual Report of Changchai Company, Limited

7. Consolidated statement of changes in owners’ equity

2015

Unit: RMB Yuan

2015

Equity attributable to owners of the Company

Other equity

Item instruments Less: Other Minority Total owners’

Share Specific General Retained

Prefer Perpet Capital reserve treasury comprehensive Surplus reserve interests equity

capital reserve risk reserve profit

red ual Other stock incomes

shares bonds

I. Balance at the end of the 561,374, 555,590,894. 1,953,145,74

164,328,665.43 349,159,175.00 8,332,077.21 298,151,696.96 16,208,910.07

previous year 326.00 67 5.34

Add: change of accounting

policy

Correction of errors in

previous periods

Business mergers under

the same control

Other

II. Balance at the beginning of 561,374, 555,590,894. 1,953,145,74

164,328,665.43 349,159,175.00 8,332,077.21 298,151,696.96 16,208,910.07

the year 326.00 67 5.34

III. Increase/ decrease in the 52,268,717.0 67,355,019.1

4,360,500.00 1,737,669.77 7,606,588.95 1,381,543.40

period (“-” means decrease) 2 4

(I) Total comprehensive 71,102,792.4 76,844,835.8

4,360,500.00 1,381,543.40

incomes 9 9

(II) Capital increased and

reduced by owners

1. Common shares

increased by shareholders

2. Capital increased by

holders of other equity

instruments

56

The 2015 Annual Report of Changchai Company, Limited

3. Amounts of

share-based payments

recognized in owners’ equity

4. Other

-18,834,075.4 -11,227,486.5

(III) Profit distribution 7,606,588.95

7 2

1. Appropriations to

7,606,588.95 -7,606,588.95

surplus reserves

2. Appropriations to

general risk provisions

3. Appropriations to -11,227,486.5 -11,227,486.5

owners (or shareholders) 2 2

4. Other

(IV) Internal carry-forward

of owners’ equity

1. New increase of capital

(or share capital) from capital

public reserves

2. New increase of capital

(or share capital) from surplus

reserves

3. Surplus reserves for

making up losses

4. Other

(V) Specific reserve 1,737,669.77 1,737,669.77

1. Withdrawn for the

4,394,339.56 4,394,339.56

period

2. Used in the period 2,656,669.79 2,656,669.79

(VI) Other

561,374, 10,069,746.9 607,859,611. 2,020,500,76

IV. Closing balance 164,328,665.43 353,519,675.00 305,758,285.91 17,590,453.47

326.00 8 69 4.48

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The 2015 Annual Report of Changchai Company, Limited

2014

Unit: RMB Yuan

2014

Equity attributable to owners of the Company

Other equity

Item instruments Less: Other Minority Total owners’

Share Specific General Retained

Prefer Perpet Capital reserve treasury comprehensive Surplus reserve interests equity

capital reserve risk reserve profit

red ual Other stock incomes

shares bonds

I. Balance at the end of the 561,374, 502,779,906. 1,826,059,15

171,016,154.25 277,780,844.33 6,996,256.56 289,629,574.39 16,482,094.15

previous year 326.00 92 6.60

Add: change of accounting

policy

Correction of errors in

previous periods

Business mergers under

the same control

Other

II. Balance at the beginning of 561,374, 502,779,906. 1,826,059,15

171,016,154.25 277,780,844.33 6,996,256.56 289,629,574.39 16,482,094.15

the year 326.00 92 6.60

III. Increase/ decrease in the 52,810,987.7 127,086,588.

-6,687,488.82 71,378,330.67 1,335,820.65 8,522,122.57 -273,184.08

period (“-” means decrease) 5 74

(I) Total comprehensive 64,202,144.2 137,047,945.

71,378,330.67 1,467,470.27

incomes 9 23

(II) Capital increased and

-6,714,326.57 4,210,926.57 -2,503,400.00

reduced by owners

1. Common shares 20,250,000.0

20,250,000.00

increased by shareholders 0

2. Capital increased by

holders of other equity

instruments

3. Amounts of

share-based payments

recognized in owners’ equity

58

The 2015 Annual Report of Changchai Company, Limited

-22,753,400.0

4. Other -6,714,326.57 -16,039,073.43

0

-16,942,737.4

(III) Profit distribution 8,522,122.57 -400,000.00 -8,820,614.89

6

1. Appropriations to

8,522,122.57 -8,522,122.57

surplus reserves

2. Appropriations to

general risk provisions

3. Appropriations to

-8,420,614.89 -400,000.00 -8,820,614.89

owners (or shareholders)

4. Other

(IV) Internal carry-forward

of owners’ equity

1. New increase of capital

(or share capital) from capital

public reserves

2. New increase of capital

(or share capital) from surplus

reserves

3. Surplus reserves for

making up losses

4. Other

(V) Specific reserve 1,335,820.65 1,335,820.65

1. Withdrawn for the

4,841,316.33 4,841,316.33

period

2. Used in the period 3,505,495.68 3,505,495.68

(VI) Other 26,837.75 5,551,580.92 -5,551,580.92 26,837.75

561,374, 555,590,894. 1,953,145,74

IV. Closing balance 164,328,665.43 349,159,175.00 8,332,077.21 298,151,696.96 16,208,910.07

326.00 67 5.34

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The 2015 Annual Report of Changchai Company, Limited

8. Statement of changes in owners’ equity of the Company

2015

Unit: RMB Yuan

2015

Other equity instruments Other

Item Less: treasury Specific Surplus Total owners’

Share capital Preferre Perpetua Capital reserve comprehensive Retained profit

Other stock reserve reserve equity

d shares l bonds incomes

8,332,077. 298,151,696. 1,904,046,26

I. Balance at the end of the previous year 561,374,326.00 183,071,147.70 349,159,175.00 503,957,842.86

21 96 5.73

Add: change of accounting policy

Correction of errors in previous periods

Other

8,332,077. 298,151,696. 1,904,046,26

II. Balance at the beginning of the year 561,374,326.00 183,071,147.70 349,159,175.00 503,957,842.86

21 96 5.73

III. Increase/ decrease in the period (“-” means 1,737,669. 70,936,572.7

4,360,500.00 7,606,588.95 57,231,814.01

decrease) 77 3

80,426,389.4

(I) Total comprehensive incomes 4,360,500.00 76,065,889.48

8

(II) Capital increased and reduced by owners

1. Common shares increased by

shareholders

2. Capital increased by holders of other

equity instruments

3. Amounts of share-based payments

recognized in owners’ equity

4. Other

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The 2015 Annual Report of Changchai Company, Limited

-11,227,486.5

(III) Profit distribution 7,606,588.95 -18,834,075.47

2

1. Appropriations to surplus reserves 7,606,588.95 -7,606,588.95

2. Appropriations to owners (or -11,227,486.5

-11,227,486.52

shareholders) 2

3. Other

(IV) Internal carry-forward of owners’ equity

1. New increase of capital (or share capital)

from capital public reserves

2. New increase of capital (or share capital)

from surplus reserves

3. Surplus reserves for making up losses

4. Other

1,737,669.

(V) Specific reserve 1,737,669.77

77

4,394,339.

1. Withdrawn for the period 4,394,339.56

56

2,656,669.

2. Used in the period 2,656,669.79

79

(VI) Other

10,069,746 305,758,285. 1,974,982,83

IV. Closing balance 561,374,326.00 183,071,147.70 353,519,675.00 561,189,656.87

.98 91 8.46

61

The 2015 Annual Report of Changchai Company, Limited

2014

Unit: RMB Yuan

2014

Other equity instruments Other

Item Less: treasury Specific Surplus Total owners’

Share capital Preferre Perpetu Capital reserve comprehensive Retained profit

Other stock reserve reserve equity

d shares al bonds incomes

6,996,256.5 289,629,574. 1,754,571,39

I. Balance at the end of the previous year 561,374,326.00 183,044,309.95 277,847,575.00 435,679,354.63

6 39 6.53

Add: change of accounting policy

Correction of errors in previous periods

Other

6,996,256.5 289,629,574. 1,754,571,39

II. Balance at the beginning of the year 561,374,326.00 183,044,309.95 277,847,575.00 435,679,354.63

6 39 6.53

III. Increase/ decrease in the period (“-” means 1,335,820.6 149,474,869.

26,837.75 71,311,600.00 8,522,122.57 68,278,488.23

decrease) 5 20

156,532,825.

(I) Total comprehensive incomes 71,311,600.00 85,221,225.69

69

(II) Capital increased and reduced by owners

1. Common shares increased by

shareholders

2. Capital increased by holders of other

equity instruments

3. Amounts of share-based payments

recognized in owners’ equity

4. Other

62

The 2015 Annual Report of Changchai Company, Limited

(III) Profit distribution 8,522,122.57 -16,942,737.46 -8,420,614.89

1. Appropriations to surplus reserves 8,522,122.57 -8,522,122.57

2. Appropriations to owners (or

-8,420,614.89 -8,420,614.89

shareholders)

3. Other

(IV) Internal carry-forward of owners’ equity

1. New increase of capital (or share capital)

from capital public reserves

2. New increase of capital (or share capital)

from surplus reserves

3. Surplus reserves for making up losses

4. Other

1,335,820.6

(V) Specific reserve 1,335,820.65

5

4,841,316.3

1. Withdrawn for the period 4,841,316.33

3

3,505,495.6

2. Used in the period 3,505,495.68

8

(VI) Other 26,837.75 26,837.75

8,332,077.2 298,151,696. 1,904,046,26

IV. Closing balance 561,374,326.00 183,071,147.70 349,159,175.00 503,957,842.86

1 96 5.73

63

The 2015 Annual Report of Changchai Company, Limited

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 Jan. 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 Mar. 1994 to 30 Mar.

1994. As approved by the Shenzhen Stock Exchange through document SZSFZ (1994) No. 15, such tradable

shares of the public got listing on 1 Jul. 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 Aug. 1996 to 30 Aug. 1996, getting listed on 13 Sep. 1996.

On 9 Jun. 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 Jun. 2006.

As examined and approved at the 2009 2nd Extraordinary Shareholders’ General Meeting in Sep. 2009, based

on the total share capital of 374,249,551 shares as at 30 Jun. 2009, the Company implemented the profit

distribution plan, i.e. to distribute 5 bonus shares and cash of RMB0.8 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 Dec.

2015, the total share capital of the Company is 561,374,326 shares, as well as registered capital of

RMB561,374,326.00, which verified by Jiangsu Gongzheng Tianye Certified Public Accountants Company

Limited with issuing Capital Verification Report SGC [2010] No. B002. And the unified social credit code of the

enterprise business license of the Company is 91320400134792410W.

The Company’s registered address is situated at No. 123 Huaide Middle Road, Changzhou, Jiangsu, as well

as its head office located at No. 123 Huaide Middle Road, Changzhou, Jiangsu.

The Company belongs to manufacturing with business scope including manufacturing and sale of diesel

engine, diesel engines part and casting, grain harvesting machine, rotary cultivators, walking tractor, mould and

fixtures, assembling and sale of diesel generating set and pumping unit. The Company mainly engaged in the

production and sales of small and medium-sized single cylinders and multi-cylinder diesel engine with the label of

Changchai Brand. The diesel engine produced and sold by the Company were mainly used in tractors, combine

harvest models, light commercial vehicle, farm equipment, small-sized construction machinery, generating sets

and shipborne machinery and equipment, etc. The Company’s main business remained unchanged in the reporting

period.

The Company established the Shareholders’ General Meeting, the Board of Directors and the Board of

Supervisors , Corporate office, Financial Department, Political Department, Investment and Development

Department, Enterprise Management Department, Human Recourses Department, Production Department,

Procurement Department, Sales Company, Market Department, 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 12 Apr. 2016.

The consolidated scope of the Company of the reporting period including the parent company and 4

subsidiaries, which of no change when compared with the last period. 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

64

The 2015 Annual Report of Changchai Company, Limited

occurred, the Group prepared financial statements in accordance with

Enterprises—Basic Standard> issued by the Ministry of Finance with Decree No. 33 and revised with Decree No.

76, the 41 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 Feb. 2006 onwards (hereinafter jointly referred to as “the Accounting Standards for Business

Enterprises”, “China Accounting Standards” or “CAS”), as well as the Rules for Preparation Convention of

Disclosure of Public Offering Companies No.15 – General Regulations for Financial Reporting (revised in 2014)

by China Securities Regulatory Commission.

In accordance with relevant provisions of the Accounting Standards for Business Enterprises, the Group

adopted the accrual basis in accounting. Except for some financial instruments, where impairment occurred on an

asset, an impairment reserve was withdrawn accordingly pursuant to relevant requirements.

2. Continuation

The Company comprehensively evaluated the information acquired recently that there would be no such

factors in the 12 months from the end of the reporting period that would obviously influence the continuation

capability of the Company and predicted that the operating activities would continue in the future 12 months of the

Company. The financial statement compiled base on the continuous operation.

V. Important accounting policies and estimations

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 polices and accounting

estimations, which mainly reflected in the withdrawal method of the bad debt provision of the accounts receivable

(Notes III, 11), the measurement of the inventory (Notes III, 12) and the depreciation of the fixed assets (Notes III,

16) etc. As for the details of the significant accounting judgment and the estimations made by the management

layer, please refer to Notes III, 30 “Important accounting judgment and estimations”.

1. Statement of Compliance with the Accounting Standards for Business Enterprises

The financial statements prepared by the Group are in compliance with in compliance with the Accounting

Standards for Business Enterprises, which factually and completely present the Company’s and the Group’s

financial positions, business results and cash flows and other relevant information.

2. Fiscal period

The fiscal periods are divided into fiscal year and metaphase, the fiscal year is from Jan. 1 to Dec. 31 and as

the metaphase included monthly, quarterly and semi-yearly periods.

3. Operating cycle

A normal operating cycle refers to a period from the Group purchasing assets for processing to realizing cash

or cash equivalents. An operating cycle for the Group is 12 months, which is also the classification criterion for the

liquidity of its assets and liabilities.

4. Currency used in bookkeeping

Renminbi is functional currency of the Company.

5. Accounting methods for business combinations under the same control and business combinations not

under the same control

(1) Business combinations under the same control:

A business combination under the same control is a business combination in which all of the combining

enterprises are ultimately controlled by the same party or the same parties both before and after the business

combination and on which the control is not temporary.

For the merger of enterprises under the same control, if the consideration of the merging enterprise is that it

makes payment in cash, transfers non-cash assets or bear its debts, it shall, on the date of merger, regard the share

of the book value of the owner's equity of the merged enterprise as the initial cost of the long-term equity

65

The 2015 Annual Report of Changchai Company, Limited

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

the current gains and losses. The purchase date refers to the date that the purchaser acquires the control right of the

acquiree.

For the business combinations not under the same control realized through step by step multiple transaction,

as for the equity interests that the Group holds in the acquiree before the acquiring date, they shall be re-measured

according to their fair values at the acquiring date; the positive difference between their fair values and carrying

amounts shall be recorded into the investment gains for the period including the acquiring date. The equity holed

by the acquiree which involved with the other comprehensive income and the other owners’ equities changes

except for the net gains and losses, other comprehensive income and the profits distribution and other related

comprehensive gains and other owners’ equities which in relation to the equity interests that the Group holds in the

acquiree before the acquiring date should be transferred into the current investment income on the acquiring date,

except for the other comprehensive income occurred from the re-measurement of the net profits of the defined

benefit plans or the changes of the net assets of the investees.

6. Methods for preparing consolidated financial statements

The Company confirms the consolidated scope based on the control and includes the subsidiaries with actual

control right into the consolidated financial statement.

The consolidated financial statement of the Company is compiled according to the regulations of No. 33 of

ASBE-Consolidated Financial Statement and the relevant regulations and as for the whole significant

come-and-go balance, investment, transaction and the unrealized profits should be written off when compiling the

consolidated financial statement. The portion of a subsidiary’s shareholders’ equity and the portion of a

66

The 2015 Annual Report of Changchai Company, Limited

subsidiary’s net profits and losses for the period not held by the Group are recognized as minority interests and

minority shareholder profits and losses respectively and presented separately under shareholders’ equity and net

profits in the consolidation financial statements. The portion of a subsidiary’s net profits and losses for the period

that belong to minority interests is presented as the item of “minority shareholder profits and losses” under the

bigger item of net profits in the consolidated financial statements. Where the loss of a subsidiary shared by

minority shareholders exceeds the portion enjoyed by minority shareholders in the subsidiary’s opening owners’

equity, minority interests are offset.

The accounting policy or accounting period of each subsidiary is different from which of the Company,

which shall be adjusted as the Company; or subsidiaries shall prepare financial statement again required by the

Company when preparing the consolidated financial statements.

As for the added subsidiary company not controlled by the same enterprise preparing the consolidated

financial statement, shall adjust individual financial statement based on the fair value of the identifiable net assets

on the acquisition date; as for the added subsidiary companies controlled by the same enterprise preparing the

financial statement, shall not adjust the financial statement of the subsidiaries, namely survived by integration as

participating in the consolidation when the final control party starts implementing control and should adjust the

period-begin amount of the consolidated balance sheet and at the same time adjust the relevant items of the

compared statement.

As for the disposed subsidiaries, the operation result and the cash flow should be included in the consolidated

income statement and the consolidated cash flow before the disposing date; the disposed subsidiaries of the current

period, should not be adjusted the period-begin amount of the consolidated balance sheet.

Where the Group losses control on its original subsidiaries due to disposal of some equity investments or

other reasons, the residual equity interests are re-measured according to the fair value on the date when such

control ceases. The summation of the consideration obtained from the disposal of equity interests and the fair

value of the residual equity interests, minus the portion in the original subsidiary’s net assets measured on a

continuous basis from the acquisition date that is enjoyable by the Group according to the original shareholding

percentage in the subsidiary, is recorded in investment gains for the period when the Group’s control on the

subsidiary ceases. Other comprehensive incomes in relation to the equity investment and the other owners’ equities

changes except for the net gains and losses, other comprehensive income and profits distribution in the original

subsidiary are treated on the same accounting basis as the acquiree directly disposes the relevant assets or

liabilities (that is, except for the changes in the net liabilities or assets with a defined benefit plan resulted from

re-measurement of the original subsidiary, the rest shall all be transferred into current investment gains) when such

control ceases. And subsequent measurement is conducted on the residual equity interests according to the No.2

Accounting Standard for Business Enterprises-Long-term Equity Investments or the No.22 Accounting Standard

for Business Enterprises-Recognition and Measurement of Financial Instruments.

For the disposal of equity investment belongs to a package deal, should be considered as a transaction and

conduct accounting treatment. However, Before losing control, every disposal cost and corresponding net assets

balance of subsidiary of disposal investment are confirmed as other comprehensive income in consolidated

financial statements, which together transferred into the current profits and losses in the lose of control, when the

Group losing control on its subsidiary.

For the disposal of the equity investment not belongs to a package deal, should be executed accounting

treatment according to the relevant policies of partly disposing the equity investment of the subsidiaries under the

situation not lose the control right before losing the control right; when losing the control right, the former should

be executed accounting treatment according to the general disposing method of the disposal of the subsidiaries.

7. Classification of joint arrangements and accounting treatment of joint operations

The Group classifies joint arrangements into joint operations and joint ventures.

A joint operation refers to a joint arrangement where the Group is the joint operations party of the joint

arrangement and enjoys assets and has to bear liabilities related to the arrangement. The Company confirms the

following items related to the interests share among the joint operations and executes accounting treatment

according to the regulations of the relevant ASBE:

67

The 2015 Annual Report of Changchai Company, Limited

(1) Recognizes the assets that it holds and bears in the joint operation and recognizes the jointly-held assets

according to the Group’s stake in the joint operation;

(2) Recognizes the liabilities that it holds and bears in the joint operation and recognizes the jointly-held liabilities

according to the Group’s stake in the joint operation;

(3) Recognizes the income from sale of the Group’s share in the output of the joint operation

(4) Recognizes the income from sale of the joint operation’s outputs according to the Group’s stake in it

(5) Recognizes the expense solely incurred to the Group and the expense incurred to the joint operation according

to the Group’s stake in it.

8. Recognition standard for cash and cash equivalents

In the Group’s understanding, cash and cash equivalents include cash on hand, any deposit that can be used

for cover, and short-term (usually due within 3 months since the day of purchase) and high circulating investments,

which are easily convertible into known amount of cash and whose risks in change of value are minimal.

9. Foreign currency businesses and translation of foreign currency financial statements

(1) Foreign currency business

Concerning the foreign-currency transactions that occurred, the foreign currency shall be converted into the

recording currency according to the middle price of the market exchange rate disclosed by the People’s Bank of

China on the date of the transaction. Among the said transactions that occurred, those involving foreign exchanges

shall be converted according to the exchange rates adopted in the actual transactions.

On the balance sheet date, the foreign-currency monetary assets and the balance of the liability account shall

be converted into the recoding currency according to the middle price of the market exchange rates disclosed by

the People’s Bank of China on the Balance Sheet Date. The difference between the recording-currency amount

converted according to the exchange rate on the Balance Sheet Date and the original book recording-currency

amount shall be recognized as gains/losses from foreign exchange. And the exchange gain/loss caused by the

foreign-currency borrowings related to purchasing fixed assets shall be handled according to the principle of

capitalizing borrowing expenses; the exchange gain/loss incurred in the establishment period shall be recorded

into the establishment expense; others shall be recorded into the financial expenses for the current period.

On the balance sheet date, the foreign-currency non-monetary items measured by historical cost shall be

converted according to the middle price of the market exchange disclosed by the People’s Bank of China on the

date of the transaction, with no changes in the original recording-currency amount; while the foreign-currency

non-monetary items measured by fair value shall be converted according to the middle price of the market

exchange disclosed by the People’s Bank of China on the date when the fair value is recognized, and the exchange

gain/loss caused thereof shall be recognized as the gain/loss from fair value changes and recorded into the

gain/loss of the current period.

(2) Translation of foreign currency

The assets and liabilities items among the balance sheet of the foreign operation shall be translated at a spot

exchange rate on the balance sheet date. Among the owner’s equity items, except for the items as “undistributed

profits”, other items shall be translated at the spot exchange rate at the time when they are incurred. And the

revenues and expenses items among the balance sheet of the foreign operation shall be translated at the

approximate exchange rate of the transaction date. The difference caused from the above transaction of the foreign

currency statement should be listed in the other comprehensive income among the owners’ equities.

10. Financial instruments

(1) Category of financial instruments

The Company classifies the financial assets into four kinds such as trading financial assets, available-for-sale

financial assets, accounts receivable and held-to-maturity investment according to the investment purpose and the

economy nature.

The Company classifies the financial liabilities into two kinds such as the financial liabilities measured by

fair value with the changes included in the current gains and losses and the other financial liabilities measured by

amortized cost according to the economy nature.

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(2) Recognition basis and measurement methods of financial instruments

The trading financial assets should be measured by fair value with the changes of fair value included in the

current gains and losses; the available-for-sale financial assets should be measured by fair value with the changes

of fair value included in the owners’ equities; and the accounts receivable and the held-to-maturity investment

should be measured by amortized cost.

(3) Recognition basis and measurement methods of financial instruments transformation

The Company transfers or delivers a financial asset to a party other than the issuer of the financial asset and

the transformation of the financial assets could be whole of the financial assets or a part of it, which including two

methods:

The enterprise transfers the right to another party for receiving the cash flow of the financial asset;

The enterprise transfers the financial asset to another party, but maintains the right to receive the cash flow of

the financial asset and undertakes the obligation to pay the cash flow it receives to the final recipient.

Where the Company has transferred a part or nearly all of the risks and rewards related to the ownership of

the financial asset to the transferee, it shall stop recognizing the financial asset and the difference between the

consideration received and the book value of the transferred financial assets should be recognized as gains and

losses and at the same time transfers the accumulative gains or losses from the recognized financial assets among

the original owners’ equities in the gains and losses; if it retained nearly all of the risks and rewards related to the

ownership of the financial asset, it shall continue to recognize the whole or part of the financial assets and the

consideration received be recognized as financial liabilities.

Where the Company neither transfers nor retains nearly all of the risks and rewards related to the ownership

of a financial asset, and it does not cease its control on the said financial asset, it recognizes the relevant financial

asset and liability accordingly according to the extent of its continuous involvement in the transferred financial

asset.

(4) De-recognition conditions of financial liabilities

Only when the prevailing obligations of a financial liability are relieved in all or in part may the recognition

of the financial liability be terminated in all or partly.

(5) Recognition methods of the fair value of main financial assets and financial liabilities

As for the financial assets held by the Company or the financial liabilities plans to undertake, if there exists

active market, should adopt the current offering price in the active market, and as for the financial assets plans to

be purchased by the Company or the financial liabilities undertook, should adopt the current offering in the active

market, and if there is no current offering price or asking price, should adopt the market quotation of the recent

transactions or the adjusted market quotation of the recent transactions, except for there is definite evidence

indicate the market quotation is not the fair value.

Where there is no active market for a financial instrument, the enterprise concerned shall adopt value

appraisal techniques, including the prices adopted by the parties, who are familiar with the condition, in the latest

market transaction upon their own free will, the current fair value obtained by referring to other financial

instruments of the same essential nature etc.

(6) Impairment test method and withdrawal methods of impairment provision of financial assets (excluding

accounts receivable)

The Company shall carry out an inspection, on the balance sheet day, on the carrying amount of the financial

assets other than those measured at their fair values and of which the variation is recorded into the profits and

losses of the current period. Where there is any objective evidence proving that such financial asset has been

impaired, an impairment provision shall be made. For the financial assets with significant single amount, if there is

objective evidence indicates the occurred impairment, should recognize the impairment losses and should include

which in the current gains and losses. As for the financial assets with insignificant single amount but not occur

impairment, the Company should execute the impairment test by credit groups according to the credit degree of

the customers and the actual situation of the happen of the bad debts over the years for recognizing the impairment

losses.

The expression “objective evidence proving that the financial asset has been impaired” refers to the actually

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incurred events which, after the financial asset is initially recognized, have an impact on the predicted future cash

flow of the said financial asset that can be reliably measured by the enterprise.

The objective evidences that can prove the impairment of a financial asset shall include:

A serious financial difficulty occurs to the issuer or debtor;

The debtor breaches any of the contractual stipulations, for example, fails to pay or delays the payment of

interests or the principal, etc.;

The creditor makes any concession to the debtor who is in financial difficulties due to economic or legal

factors, etc.;

The debtor will probably become bankrupt or carry out other financial reorganizations;

The financial asset can no longer continue to be traded in the active market due to serious financial

difficulties of the issuer;

It is impossible to identify whether the cash flow of a certain asset within a certain combination of financial

assets has decreased or not. But after making an overall appraisal according to the public data available, it is found

that the predicted future cash flow of the said combination of financial assets has indeed decreased since it was

initially recognized and such decrease can be measured, for example, the ability of the debtor of the said

combination of financial assets worsens gradually, the unemployment rate of the country or region where the

debtor is situated increases, the prices of the region where the guaranty is situated are obviously dropping, or the

industrial sector concerned is in slump, etc.;

Any seriously disadvantageous change has occurred to technical, market, economic or legal environment, etc.

wherein the debtor operates its business, which makes the investor of an equity instrument unable to take back its

investment;

Where the fair value of the equity instrument investment drops significantly or not contemporarily;

Other objective evidences showing the impairment of the financial asset.

Where a financial asset measured on the basis of post-amortization costs is impaired, the carrying amount of

the said financial asset shall be calculated by the difference between the book value and the current value of the

predicted future cash flow of the impairment losses.

Where any financial asset measured on the basis of post-amortization costs is recognized as having suffered

from any impairment loss, if there is any objective evidence proving that the value of the said financial asset has

been restored, and it is objectively related to the events that occur after such loss is recognized, the

impairment-related losses as originally recognized shall be reversed and be recorded into the profits and losses of

the current period.

Where a sellable financial asset is impaired, even if the recognition of the financial asset has not been

terminated, the accumulative losses arising from the decrease of the fair value of the owner’s equity which is

directly included shall be transferred out and recorded into the profits and losses of the current period.. The

accumulative losses are the initial cost after deducting the principal, the amortization amount, fair value of current

period and balance after originally recorded into impairment loss of profits or losses. After the recognition of

impairment losses, if there is any objective evidence indicated that the value of financial assets is resumed and

objectively related to the events after the recognition of impairment losses, transfer the impairment losses

originally recognized, transfer the impairment losses of available for sale equity instrument investment and

recognized as other comprehensive income, and transfer the impairment losses of available for sale liability

instruments and record into current profits or losses.

11. Receivables

(1) Accounts receivable with significant single amount for which the bad debt provision is made individually

Recognition criteria of accounts receivable with individual and significant amount: significant single amounts

refers to the accounts receivable of the single amount more than RMB 1 million (RMB 1 million include)

(including accounts receivable and other accounts receivable)

Withdrawal method of the bad debt provision of the accounts receivable with significant single amounts: The

Company makes an independent impairment test on the accounts receivable with significant single amount, and

provision for bad debts shall withdrawn on the basis of the balance between the current values of the predicted

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future cash flow lower than book value. Upon independent impairment test, the accounts receivable with

significant single amounts has not been impaired, it shall be withdrawn bad debt provision based on ending

balance by adopting aging analysis method.

(2) Method of recognizing the group basis and bad debt provision according to the accounts receivable which

withdrew the bad debt provision by group:

The Company divided the groups by taking the age of the accounts receivable as the credit risk portfolio and

withdrew the bad debt provision by adopting aging analysis method.

(3) Receivables with insignificant amount but being individually withdrawn the provision for bad debts

Recognition criteria of accounts receivable with individual but insignificant amount: insignificant single

amounts refers to the accounts receivable of the single amount lower than RMB 1 million (RMB 1 million include)

(including accounts receivable and other accounts receivable).

The reason and the withdrawal method of the bad debt provision of the accounts receivable with insignificant

single amounts: As for an account receivable with an insignificant single amount and which can not show its risk

feature when withdrawing a bad-bet provision for it on the group basis, the bad-debt provision for the account

receivable shall be withdrawn based on the difference of the expected present value of the future cash flows of the

account receivable that less than its carrying amount. The Company shall withdraw the bad-debt provision for

such an account receivable by combining the aging method and individual judgment based on the debtor entity’s

actual financial position, cash flows and other relevant information.

(4) Proportion of the withdrawal of bad debts provision of accounts receivable by adopting aging analysis method:

Withdrawal proportion of accounts Withdrawal proportion of other

Aging

receivable (%) accounts receivable (%)

Within 1 year 2 2

1 to 2 years 5 5

2 to 3 years 15 15

3 to 4 years 30 30

4 to 5 years 60 60

Over 5 years 100 100

Withdrawal policy of bad debts provision of the related parties: According to the 4th Session of the 9th Board

of Directors, as for the accounts receivable of the related parties of the Company which owned the sustainable

operation ability, the bad debts provision should not exceed 60% at best.

12. 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 cost 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

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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 consumption goods and packages

Is one time amortization method of low-value consumption goods and packages when consuming.

13. Divided as assets held for sale

The Company recognizes the components (or the non-current assets) which meet with the following

conditions as assets held for sale:

(1) The components must be immediately sold only according to the usual terms of selling this kind of

components under the current conditions;

(2) The Company had made solutions on disposing the components (or the non-current assets), for example, the

Company should gain the approval from the shareholders according to the regulations and had acquired the

approved from the Annual General Meeting or the relevant authority institutions;

(3) The Company had signed the irrevocable transformation agreement with the transferee;

(4) The transformation should be completed within 1 year.

14. Long-term equity investments

(1) Judgment standard of joint control and significant influences

Joint control, refers to the control jointly owned according to the relevant agreement on an arrangement by

the Company and the relevant activities of the arrangement should be decided only after the participants which

share the control right make consensus. Significant influence refers to the power of the Group which could

anticipate in the finance and the operation polices of the investees, but could not control or jointly control the

formulation of the policies with the other parties.

(2) Recognition for initial investment cost

The initial investment cost of the long-term equity investment shall be recognized by adopting the following

ways in accordance with different methods of acquisition:

① As for those forms under the same control of the enterprise combine, if the combine party takes the cash

payment, non-cash assets transformation, liabilities assumption or equity securities issuance as the combination

consideration, should take the shares of the book value by the ultimate control party in the consolidate financial

statement of the owners’ equities of the combiners acquired on the merger date as the initial investment cost. The

difference between the initial investment cost and the book value of the paid combination consideration or the total

amount of the issued shares of the long-term equity investment should be adjusted the capital reserve; If the capital

reserve is insufficient to dilute, the retained earnings shall be adjusted. To include each direct relevant expense

occurred when executing the enterprise merger into the current gains and losses; while the handling charges and

commission occurs from the issuing the equity securities or the bonds for the enterprise merger should be included

in the initial measurement amount of the shareholders’ equities or the liabilities.

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)

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undertaken on the combining date shall be measured at the fair value without considering the amount of minority

interest. The acquirer shall recognize the positive balance between the combination costs and the fair value of the

identifiable net assets it obtains from the acquiree as business reputation. The acquirer shall record the negative

balance between the combination costs and the fair value of the identifiable net assets it obtains from the acquiree

into the consolidated income statement directly. The agent expense and other relevant management expenses such

as the audit, legal service and evaluation consultation occurs from the enterprise merger, should be included in the

current gains and losses when occur; while the handling charges and commission occurs from the issuing the

equity securities or the bonds for the enterprise merger should be included in the initial measurement amount of

the shareholders’ equities or the liabilities.

③ Long-term equity investment obtained by other means

The initial cost of a long-term equity investment obtained by making payment in cash shall be the purchase cost

which is actually paid.

The initial cost of a long-term equity investment obtained on the basis of issuing equity securities shall be the fair

value of the equity securities issued.

The initial cost of a long-term equity investment of an investor shall be the value stipulated in the investment

contract or agreement, the unfair value stipulated in the contract or agreement shall be measured at fair value.

As for long-term investment obtained by the exchange of non-monetary assets, where it is commercial in nature,

the fair value of the assets surrendered shall be recognized as the initial cost of the long-term equity investment

received; where it is not commercial in nature, the book value of the assets surrendered shall be recognized as the

initial cost of the long-term equity investment received.

The initial cost of a long-term equity investment obtained by recombination of liabilities shall be recognized at fair

value of long-term equity investment.

(3) Subsequent measurement and recognition of profits and losses

① An investment in the subsidiary company shall be measured by employing the cost method

Where the Company hold, and is able to do equity investment with control over an invested entity, the invested

entity shall be its subsidiary company. Where the Company holds the shares of an entity over 50%, or, while the

Company holds the shares of an entity below 50%, but has a real control to the said entity, then the said entity

shall be its subsidiary company.

② An investment in the joint enterprise or associated enterprise shall be measured by employing the equity

method

Where the Company hold, and is able to do equity investment with joint control with other parties over an invested

entity, the invested entity shall be its joint enterprise. Where the Company hold, and is able to have equity

investment with significant influences on an invested entity, the invested entity shall be its associated entity.

After the Company acquired the long-term equity investment, should respectively recognize investment

income and other comprehensive income according to the net gains and losses as well as the portion of other

comprehensive income which should be enjoyed or be shared, and at the same time adjust the book value of the

long-term equity investment; corresponding reduce the book value of the long-term equity investment according to

profits which be declared to distribute by the investees or the portion of the calculation of cash dividends which

should be enjoyed; for the other changes except for the net gains and losses, other comprehensive income and the

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 polices adopted by the investees is not accord with that of the Group, should be adjusted

according to the accounting policies of the Group and the financial statement of the investees during the

accounting period and according which to recognize the investment income as well as other comprehensive

income.

For the transaction happened between the Company and associated enterprises as well as joint ventures, if the

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assets launched or sold not form into business, the portion of the unrealized gains and losses of the internal

transaction, which belongs to the Group according to the calculation of the enjoyed proportion, should recognize

the investment gains and losses on the basis. But the losses of the unrealized internal transaction happened

between the Company and the investees which belongs to the impairment losses of the transferred assets, should

not be neutralized.

The Company shall recognize the net losses of the invested enterprise according to the following sequence:

first of all, to write down the book value of the long-term equity investment. Secondly, if the book value of the

long-term equity investment is insufficient for written down, should be continued to recognized the investment

losses limited to the book value of other long-term equity which forms of the net investment of the investees and

to written down the book value of the long-term accounts receivable etc. Lastly, through the above handling, for

those should still undertake the additional obligations according to the investment contracts or the agreements, it

shall be recognized as the estimated liabilities in accordance with the estimated duties and then recorded into

investment losses at current period. If the invested entity realizes any net profits later, the Group shall, after the

amount of its attributable share of profits offsets against its attributable share of the un-recognized losses, resume

recognizing its attributable share of profits.

In the preparation for the financial statements, the balance existed between the long-term equity investment

increased by acquiring shares of minority interest and the attributable net assets on the subsidiary calculated by the

increased shares held since the purchase date (or combination date), the capital reserves shall be adjusted, if the

capital reserves are not sufficient to offset, the retained profits shall be adjusted; the Company disposed part of the

long-term equity investment on subsidiaries without losing its controlling right on them, the balance between the

disposed price and attributable net assets of subsidiaries by disposing the long-term equity investment shall be

recorded into owners’ equity.

For other ways on disposal of long-term equity investment, the balance between the book value of the

disposed equity and its actual payment gained shall be recorded into current profits and losses.

For the long-term equity investment measured by adopting equity method, if the remained equity after

disposal still adopts the equity method for measurement, the other comprehensive income originally recorded into

owners’ equity should adopt the same basis of the accounting disposal of the relevant assets or liabilities directly

disposed by the investees according to the corresponding proportion. The owners’ equity recognized owning to the

changes of the other owners’ equity except for the net gains and losses, other comprehensive income and the

profits distribution of the investees, should be transferred into the current gains and losses according to the

proportion.

For the long-term equity investment which adopts the cost method of measurement, if the remained equity

still adopt the cost method, the other comprehensive income recognized owning to adopting the equity method for

measurement or the recognition and measurement standards of financial instrument before acquiring the control of

the investees, should adopt the same basis of the accounting disposal of the relevant assets or liabilities directly

disposed by the investees and should be carried forward into the current gains and losses according to the

proportion; the changes of the other owners’ equity except for the net gains and losses, other comprehensive

income and the profits distribution among the net assets of the investees which recognized by adopting the equity

method for measurement, should be carried forward into the current gains and losses according to the proportion.

For those the Company lost the control of the investees by disposing part of the equity investment as well as

the remained equity after disposal could execute joint control or significant influences on the investees, should

change to measure by equity method when compiling the individual financial statement and should adjust the

measurement of the remained equity to equity method as adopted since the time acquired; if the remained equity

after disposal could not execute joint control or significant influences on the investees, should change the

accounting disposal according to the relevant regulations of the recognition and measurement standards of

financial instrument, and its difference between the fair value and book value on the date lose the control right

should be included in the current gains and losses. For the other comprehensive income recognized by adopting

equity method for measurement or the recognition and measurement standards of financial instrument before the

Group acquired the control of the investees, should execute the accounting disposal by adopting the same basis of

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the accounting disposal of the relevant assets or liabilities directly disposed by the investees when lose the control

of them, while the changes of the other owners’ equity except for the net gains and losses, other comprehensive

income and the profits distribution among the net assets of the investees which recognized by adopting the equity

method for measurement, should be carried forward into the current gains and losses according to the proportion.

Of which, for the disposed remained equity which adopted the equity method for measurement, the other

comprehensive income and the other owners’ equity should be carried forward according to the proportion; for the

disposed remained equity which changed to execute the accounting disposal according to the recognition and

measurement standards of financial instrument, the other comprehensive income and the other owners’ equity

should be carried forward in full amount.

For those the Company lost the control of the investees by disposing part of the equity investment, the

disposed remained equity should change to calculate according to the recognition and measurement standards of

financial instrument, and difference between the fair value and book value on the date lose the control right should

be included in the current gains and losses. For the other comprehensive income recognized from the original

equity investment by adopting the equity method, should execute the accounting disposal by adopting the same

basis of the accounting disposal of the relevant assets or liabilities directly disposed by the investees when

terminate the equity method for measurement, while for the owners’ equity recognized owning to the changes of

the other owner’s equity except for the net gains and losses, other comprehensive income and the profits

distribution of the investees, should be transferred into the current investment income with full amount when

terminate adopting the equity method.

15. Investment real estates

Measurement mode of investment real estates:

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 estates 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.

16. Fixed assets

(1) Conditions for recognition

Fixed assets refers to the tangible assets that simultaneously possess the features as follows: (a) they are held

for the sake of producing commodities, rendering labor service, renting or business management; and (b) their

useful life is in excess of one fiscal year. The fixed assets are only recognized when the relevant economic benefits

probably flow in the Company and its cost could be reliable measured.

(2) Depreciation method of various fixed assets

Category of fixed Annual deprecation

Method Useful life (Year)

assets (%)

Average method of

Houses and buildings 20-40 2.50-5

useful life

Average method of

Machine equipment 6-15 6.67-16.67

useful life

Transportation Average method of

5-10 10-20

equipment useful life

Average method of

Other equipment 5-10 10-20

useful life

(3) Recognition basis, pricing and depreciation method of fixed assets by finance lease

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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

17. Construction in process

(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 hasn’t audit the final accounting shall recognize the cost and make

depreciation in line with valuation value. The construction in process shall adjust the original valuation value at its

historical cost but not adjust the depreciation that has been made after auditing the final accounting.

18. Borrowing costs

(1) Recognition principle of capitalization of borrowing costs

The borrowing costs shall include the interest on borrowings, amortization of discounts or premiums on

borrowings, ancillary expenses, and exchange balance on foreign currency borrowings. Where the borrowing costs

occurred belong to specifically borrowed loan or general borrowing used for the acquisition and construction of

investment real estates and inventories over one year (including one year) shall be capitalized, and record into

relevant assets cost. Other borrowing costs shall be recognized as expenses on the basis of the actual amount

incurred, and shall be recorded into the current profits and losses. The borrowing costs shall not be capitalized

unless they simultaneously meet the following three requirements: (1) The asset disbursements have already

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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

capitalization rate shall be calculated and determined in light of the weighted average interest rate of the general

borrowing.

19. Intangible assets

(1) Pricing method 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.

(3) 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.

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The Company collects the expenses of the corresponding phases according to the above standard of

classifying the research phase and the development phase. The research expenditures for its internal research and

development projects of an enterprise shall be recorded into the profit or loss for the current period. The

development expenditures for its internal research and development projects of an enterprise may be capitalized

when they satisfy the following conditions simultaneously: it is feasible technically to finish intangible assets for

use or sale; it is intended to finish and use or sell the intangible assets; the usefulness of methods for intangible

assets to generate economic benefits shall be proved, including being able to prove that there is a potential market

for the products manufactured by applying the intangible assets or there is a potential market for the intangible

assets itself or the intangible assets will be used internally; it is able to finish the development of the intangible

assets, and able to use or sell the intangible assets, with the support of sufficient technologies, financial resources

and other resources; the development expenditures of the intangible assets can be reliably measured.

20. Impairment of long-term assets

For non-current financial Assets of fixed Assets, projects under construction, intangible Assets with limited

service life, investing real estate with cost model, long-term equity investment of subsidiaries, cooperative

enterprises and joint ventures, the Group should judge whether decrease in value exists on the date of balance

sheet. Recoverable amounts should be tested for decrease in value if it exists. Other intangible Assets of reputation

and uncertain service life and other non-accessible intangible assets should be tested for decrease in value no

matter whether it exists.

If the recoverable amount is less than book value in impairment test results, the provision for impairment of

differences should include in impairment loss. Recoverable amounts would be the higher of net value of asset fair

value deducting disposal charges or present value of predicted cash flow. Asset fair value should be determined

according to negotiated sales price of fair trade. If no sales agreement exists but with asset active market, fair

value should be determined according to the Buyer’s price of the asset. If no sales agreement or asset active

market exists, asset fair value could be acquired on the basis of best information available. Disposal expenses

include legal fees, taxes, cartage or other direct expenses of merchantable Assets related to asset disposal. Present

value of predicted asset cash flow should be determined by the proper discount rate according to Assets in service

and predicted cash flow of final disposal. Asset depreciation reserves should be calculated on the basis of single

Assets. If it is difficult to predict the recoverable amounts for single Assets, recoverable amounts should be

determined according to the belonging asset group. Asset group is the minimum asset combination producing cash

flow independently.

In impairment test, book value of the business reputation in financial report should be shared to beneficial

asset group and asset group combination in collaboration of business merger. It is shown in the test that if

recoverable amounts of shared business reputation asset group or asset group combination are lower than book

value, it should determine the impairment loss. Impairment loss amount should firstly be deducted and shared to

the book value of business reputation of asset group or asset group combination, then deduct book value of all

assets according to proportions of other book value of above assets in asset group or asset group combination

except business reputation.

After the asset impairment loss is determined, recoverable value amounts would not be returned in future.

21. Amortization method of long-term deferred expenses

Long-term deferred expanses of the Company shall be recorded in light of the actual expenditure, and

amortized averagely within benefit period. In case of no benefit in the future accounting period, the amortized

value of such project that fails to be amortized shall be transferred into the profits and losses of the current period.

22. Payroll

(1) Accounting treatment of short-term compensation

Short-term compensation mainly including salary, bonus, allowances and subsidies, employee services and

benefits, medical insurance premiums, birth insurance premium, industrial injury insurance premium, housing

fund, labor union expenditure and personnel education fund, non-monetary benefits etc. The short-term

compensation actually happened during the accounting period when the active staff offering the service for the

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Group should be recognized as liabilities and is included in the current gains and losses or relevant assets cost. Of

which the non-monetary benefits should be measured according to the fair value.

(2) Accounting treatment of the welfare after demission

The Company classifies the welfare plans after demission into defined contribution plans and defined benefit

plans. Welfare plans after demission refers to the agreement on the welfare after demission reaches between the

Company and the employees, or the regulations or methods formulated by the Company for providing the welfare

after demission for the employees. Of which, defined contribution plans refers to the welfare plans after demission

that the Company no more undertake the further payment obligations after the payment of the fixed expenses for

the independent funds; defined benefit plans, refers to the welfare plans after demission except for the defined

contribution plans.

Defined contribution plans

During the accounting period that the Company providing the service for the employees, the Company should

recognize the liabilities according to the deposited amount calculated by defined contribution plans, and should be

included in the current gains and losses or the relevant assets cost.

(3) Accounting treatment of the demission welfare

The Company should recognize the payroll payment liabilities occur from the demission welfare according to

the earlier date between the following two conditions and include which in the current gains and losses when

providing the demission welfare for the employees: the Company could not unilaterally withdraw the demission

welfare owning to the relieve plans of the labor relationship or reduction; when the Company recognizing the costs

or expenses related to the reorganization involves with the demission welfare payments.

23. Estimated liabilities

(1) Criteria of estimated liabilities

Only if the obligation pertinent to a contingencies shall be recognized as an estimated debts when the following

conditions are satisfied simultaneously:

① That obligation is a current obligation of the Company;

② It is likely to cause any economic benefit to flow out of the Company as a result of performance of the

obligation; and

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.

24. Revenue

(1) Recognition of revenue from sale of goods: the revenue from selling shall be recognized by the following

conditions: The significant risks and rewards of ownership of the goods have been transferred to the buyer by the

Company; the Company retains neither continuous management right that usually keeps relation with the

ownership nor effective control over the sold goods; the relevant amount of revenue can be measured in a reliable

way; the relevant revenue and costs of selling goods can be measured in a reliable way. The amount of the revenue

from selling shall ascertain the revenue incurred by selling goods in accordance with the received or receivable

price stipulated in the contract or agreement signed between the enterprise and the buyer, unless the received or

receivable amount as stipulated in the contract or agreement is unfair.

(2) Recognition of revenue from providing labor services: When the total revenue and costs from providing labor

can be measured in a reliable way; the relevant economic benefits are likely to flow into the enterprise; the

schedule of completion under the transaction can be measured in a reliable way, the revenue from providing labor

shall be recognized. If the Company can reliably estimate the outcome of a transaction concerning the labor

services it provides, it shall recognize the revenue from providing services employing the

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percentage-of-completion method on the date of the balance sheet, otherwise the revenue from the providing of

labor services shall be recognized in accordance with the amount of the cost of labor services incurred and

expected to be compensated. The Company recognized the completion process of the transaction concerning the

labor services according to the proportion of the occurred cost of the estimated total cost. The total amount of the

revenue from providing services should be recognized according to the contract price received or receivable from

the accepting of the labor services or the agreement price except for those unfair prices.

(3) Recognition of the revenue from transferring use rights of assets: When the relevant economic benefits are

likely to flow into the enterprises and the amount of revenues can be measured in a reliable way, the revenue from

abalienating the right to use assets shall be recognized. The amount of interest revenue should be measured and

confirmed in accordance with the length of time for which the enterprise's cash is used by others and the actual

interest rate;the amount of royalty revenue should be measured and confirmed in accordance with the period and

method of charging as stipulated in the relevant contract or agreement;as for the rental revenue: the amount of the

rental revenue from the operation lease should be recognized according to the straight-line method during each

period of the lease term or accrued into the current gains and losses if rental actual occurred.

25. Government subsidies

(1) Category

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 the 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 treatments

The government subsidies pertinent to assets shall be recognized as deferred income, equally distributed

within the useful lives of the relevant assets, and included in the current profits and losses. The government

subsidies pertinent to incomes shall be treated respectively in accordance with the circumstances as follows: those

subsidies used for compensating the related future expenses or losses of the enterprise shall be recognized as

deferred income and shall included in the current profits and losses during the period when the relevant expenses

are recognized; or those subsidies used for compensating the related expenses or losses incurred to the enterprise

shall be directly included in the current profits and losses.

26. Deferred income tax assets and liabilities

(1) Basis of recognizing the deferred income tax assets

According to the difference between the book value of the assets and liabilities and their tax basis, A deferred

tax assets shall be measured in accord with the tax rates that are expected to apply to the period when the asset is

realized or the liability is settled.

The recognition of the deferred income tax assets is limited by the income tax payable that the Company

probably gains for deducting the deductible temporary differences. At the balance sheet date, where there is strong

evidence showing that sufficient taxable profit will be available against which the deductible temporary difference

can be utilized, the deferred tax asset unrecognized in prior period shall be recognized.

The Company assesses the carrying amount of deferred tax asset at the balance sheet date. If it’s probable that

sufficient taxable profit will not be available against which the deductible temporary difference can be utilized, the

Company shall write down the carrying amount of deferred tax asset, or reverse the amount written down later

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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.

27. Lease

(1) Accounting treatment of operating lease

Lessee in an operating lease shall treat the lease payment under an operating lease as a relevant asset cost or

the current profit or loss on a straight-line basis over the lease term. The initial direct costs incurred shall be

recognized as the current profit or loss; Contingent rents shall be charged as expenses in the periods in which they

are incurred.

Lessors in an operating lease shall be recognized as the current profit or loss on a straight-line basis over the

lease term; Initial direct costs incurred by lessors shall be recognized as the current profit or loss; the initial direct

expenses occur should be directly included in the current gains and losses except for those with larger amount and

be capitalized as well as be included in the gains and losses by stages. Contingent rents shall be charged as

expenses in the periods in which they are incurred.

(2) Accounting treatments of financial lease

When the Company as the lessee, On the lease beginning date, the Company shall record the lower one of the

fair value of the leased asset and the present value of the minimum lease payments on the lease beginning date as

the entering value in an account, recognize the amount of the minimum lease payments as the entering value in an

account of long-term account payable, and treat the balance between the recorded amount of the leased asset and

the long-term account payable as unrecognized financing charges and the occurred initial direct expenses, should

be recorded in the lease assets value. During each lease period, should recognize the current financing expenses by

adopting the actual interest rate.

When the Company as the leasor and on the beginning date of the lease term, the Company shall recognize

the sum of the minimum lease receipts on the lease beginning date and the initial direct costs as the entering value

in an account of the financing lease values receivable, and record the unguaranteed residual value at the same time.

The balance between the sum of the minimum lease receipts, the initial direct costs and the unguaranteed residual

value and the sum of their present values shall be recognized as unrealized financing income. During each lease

period, should recognize the current financing revenues adopting the actual interest rate.

28. Other significant accounting policies and estimates

(1) Operation termination

Operation termination refers to the compose part that meet with one of the following conditions which had

been disposed by the Group or be classified to held-to-sold as well as could be individually distinguished in

operating and compiling the financial statement:

① The compose part represents an individual main business or a main operation area;

② The compose part is a part intends to dispose and plan an individual main business or a main operation area;

③ The compose part is a subsidiary which be acquired only for resold.

(2) Hedging accounting

The term “hedging” refers to one or more hedging instruments which are designated by an enterprise for

avoiding the risks of foreign exchange, interest rate, commodity price, stock price, credit and etc., and which is

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

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cash flow and are designated as the hedged objectives.

The hedging should be executed by the hedging accounting methods when satisfying the following conditions

at the same time:

① At the commencement of the hedging, the enterprise shall specify the hedging relationship formally (namely

the relationship between the hedging instrument and the hedged item) and prepare a formal written document on

the hedging relationship, risk management objectives and the strategies of hedging.

② The hedging expectation is highly efficient and meets the risk management strategy, which is confirmed for the

hedging relationship by enterprise at the very beginning.

③ For a cash flow hedging of forecast transaction, the forecast transaction shall be likely to occur and shall make

the enterprise faced to the risk of changes in cash flow, which will ultimately affect the profits and losses.

④ The effectiveness of hedging can be reliably measured.

⑤ The hedging is highly effective in accounting period in which the hedging relationship is specified.

29. Changes in main accounting policies and estimates

(1) Change of main accounting policies

There was no change of the main accounting policy during the reporting period.

(2) Change of main accounting estimates

There was no change of the main accounting estimate during the reporting period.

30. Critical accounting judgments and estimates

Due to the inside uncertainty of operating activity, the Group needed to make judgments, estimates and

assumption on the book value of the accounts without accurate measurement during the employment of accounting

policies. And these judgments, estimates and assumption were made basing on the prior experience of the senior

executives of the Group, as well as in consideration of other factors. These judgments, estimates and assumption

would also affect the report amount of income, costs, assets and liabilities, as well as the disclosure of contingent

liabilities on balance sheet date. However, the uncertainty of these estimates was likely to cause significant

adjustment on the book value of the affected assets and liabilities.

The Group would check periodically the above judgments, estimates and assumption on the basis of

continuing operation. For the changes in accounting estimates only affected on the current period, the influence

should be recognized at the period of change occurred; for the changes in accounting estimates affected the current

period and also the future period, the influence should be recognized at the period of change occurred and future

period.

On the balance sheet date, the Group needed to make judgments, estimates and assumption on the accounts in

the following important items:

(1) Provision for bad debts

In accordance with the accounting policies of accounts receivable, the Group measured the losses for bad

debts by adopting allowance method. The impairment of accounts receivable was based on the appraisal of the

recoverability of accounts receivable. The impairment of accounts receivable was dependent on the judgment and

estimates. The actual amount and the difference of previous estimates would affect the book value of accounts

receivable and the withdrawal and reversal on provision for bad debts of accounts receivable during the period of

estimates being changed.

(2) Provision for falling price of inventories

In accordance with the accounting policies of inventories, for the inventories that the costs were more than

the net realizable value as well as out-of-date and dull-sale inventories, the Group withdrawn the provision for

falling price of inventories on the lower one between costs and net realizable value. Evaluating the falling price of

inventories needed the management level gain the valid evidence and take full consideration of the purpose of

inventories, influence of events after balance sheet date and other factors, and then made relevant judgments and

estimates. The actual amount and the difference of previous estimates would affect the book value of inventories

and the withdrawal and reversal on provision for bad debts of inventories during the period of estimates being

changed.

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(3) Held-to-maturity investment

The Company classifies the non-derivative financial assets which meet with conditions with fixed or

confirmable repayment amount and fixed maturity date as well as the Company owns definite intention and ability

to hold until mature as the held-to-maturity investment. To execute the classification needs large judgment. In the

process of executing the judgment, the Company would assess the intention and ability of the investment which

hold until the due date. Except for the particular situation (for example, selling the investment with insignificant

amount when approaching the due date), if the Company fails to hold the investment until the due date, should

re-classify the investment to the available-for-sale financial assets and would no more be classified as the

held-to-maturity investment in the current fiscal year as well as the afterward two complete fiscal years. If there

exits such situation, that would probably cause significant influences on the value of the relevant financial assets

presented on the financial statement and may influence the risks management strategies of the financial

instruments of the Company.

(4) Held-to-maturity investment impairment

The Company confirms whether the held-to-maturity investment has impairment depends on the judgment

from the management layer to a large extent. The objective evidences of the impairments including the issuers

which occur serious financial difficulties that lead the financial assets could not continue to trade in the active

market and to execute the contracts regulations (for example, to return the interests or the principal violates a

treaty) etc. In the process of executing judgment, the Company needs to evaluate the influences of the objective

evidences of the impairment on the estimated future cash flow.

(5) The impairment of financial assets available for sale

The Group judged whether the financial assets available for sale were impaired relying heavily on the

judgment and assumption of the management team, so as to decide whether recognized the impairment losses in

the income statement. During the process of making the judgment and assumption, the Group needed to appraise

the balance of the cost of the investment exceeding its fair value and the continuous period, the financial status and

business forecast in a short period, including the industrial situation, technical reform, credit level, default rate and

risk of counterparty.

(6) Provision for impairment of non-financial non-current assets

The Group made a judgment on the non-current assets other than financial assets whether they had any

indication of impairment on the balance sheet date. For the intangible assets without finite service life, other than

the annual impairment test, they should be subject to the impairment test when there was any indication of

impairment. For other non-current non-financial assets, which should be subjected to impairment test when there

was indication of impairment indicated that the book value can’t be recoverable.

When the book value of the assets or assets portfolio was more than the recoverable amount, which was the higher

one between the net amount of fair value after deducting the disposal expenses and the discounted amount of the

estimated future cash flow, it means impairment incurred.

The net amount of fair value after deducting the disposal expenses should be fixed the price in the sale

agreement for similar assets in the fair transaction minus the increased costs directly attributable to the assets

disposal.

When estimated the discounted value of future cash flow, the Group needed to make important judgment on

the output, selling price, relevant costs and the discount rate for calculating the discounted amount, etc. When

estimated the recoverable amount, the Group would adopt all the available documents, including the prediction for

relevant output, selling price and relevant operating costs arising from reasonable and supportive assumptions.

The Group made the impairment test on goodwill at least one time per year, which required to predict the

discounted amount of the future cash flow of the assets or assets portfolio with the distributed good will, for which,

the Group needed to predict the future cash flow of the assets or assets portfolio, and adopt the property

discounted rate to decide the discounted amount of future cash flow.

(7) Depreciation and amortization

For the investment real estate, fixed assets and intangible assets, the Group withdrew the depreciation and

amortization by adopting the straight-line method during the service life after full consideration of the salvage

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value. The Group checked the service life periodically so as to decide the amount of depreciation and amortization

at each reporting period. The service life was fixed by the Group in accordance with the previous experience of the

similar assets and the expected technical update. If there was any significant change on the previous estimates, the

depreciation and amortization expenses should be adjusted.

(8) Income tax

During the routine operating activities, there were some uncertainty in the ultimate tax treatment and

calculation for parts of transactions. Some accounts of such transaction could be listed as pre-tax expenditures

only after the approval of taxation authorities. If there were any differences between the ultimate result of

recognition for these taxation maters and their initial estimates, the differences would affect the current income tax

and deferred income tax at the period of ultimate recognition.

Ⅵ. Taxation

1. Main taxes and tax rate of the reporting period

Type of tax Taxation basis Tax rates

VAT Payable to sales revenue 13%, 17%

Business tax Taxable operating revenue 5%

Urban maintenance and Tax paid in accordance with the tax

Taxable turnover amount

construction tax regulations of tax units location

Education surcharge Taxable turnover amount 5%

Corporate income tax Taxable income 25% or 15%

2. Tax preference

In 2015, 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

Jan. 2011 to 31 Dec. 2020 in accordance with the Notice of the Ministry of Finance, the General Administration of

Customs of PRC and the National Administration of Taxation about the Preferential Tax Policies for the Western

Development.

VII. Notes on major items in consolidated financial statements of the Company (The unit was

RMB, if there was no special illustration)

1. Monetary funds

Unit: RMB Yuan

Item Closing balance Opening balance

Cash on hand 252,373.65 557,508.42

Bank deposits 526,463,864.56 464,204,312.08

Other monetary funds 74,596,477.41 67,207,927.41

Total 601,312,715.62 531,969,747.91

Of which: total amount deposited abroad

At the period-end, the restricted monetary fund was of RMB74,596,477.41 in total, of which the bank

acceptance deposit was of RMB74,596,477.41.

2. Financial assets measured by fair value and the changes be included in the current gains and losses

Unit: RMB Yuan

Item Closing balance Opening balance

Tradable financial assets 2,109,642.19

Total 2,109,642.19

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3. Notes receivable

(1) Notes receivable listed by category

Unit: RMB Yuan

Item Closing balance Opening balance

Bank acceptance bill 498,502,274.42 314,236,128.92

Total 498,502,274.42 314,236,128.92

(2) Notes receivable pledged by the Company at the period-end

N/A

(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 Yuan

Amount of recognition Amount of not terminated

Item

termination at the period-end recognition at the period-end

Bank acceptance bill 358,686,637.51

Total 358,686,637.51

(4) There was no notes transferred to accounts receivable because drawer of the notes fails to executed the

contract or agreement。

(5) 58.64% increase at the period-end when compared to the period-begin, mainly due to the Company

intensified the reflow of corporate sales income and adopted the bill settlement method more with the

customers.

4. Accounts receivable

(1) Accounts receivable disclosed by category

Unit: RMB Yuan

Closing balance

Book balance Bad debt provision

Category

Withdrawal Book value

Proportion

Amount Amount proportion

(%)

(%)

Accounts receivable with

significant single amount for

32,966,572.81 6.03 28,743,568.09 87.19 4,223,004.72

which bad debt provision

separately accrued

Accounts receivable withdrawn

bad debt provision according to 511,838,003.05 93.66 207,464,087.27 40.53 304,373,915.78

credit risks characteristics

Accounts receivable with

insignificant single amount for

1,686,716.39 0.31 1,686,716.39 100.00

which bad debt provision

separately accrued

Total 546,491,292.25 100.00 237,894,371.75 43.53 308,596,920.50

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The 2015 Annual Report of Changchai Company, Limited

Unit: RMB Yuan

Opening balance

Book balance Bad debt provision

Category

Withdrawal Book value

Proportion

Amount Amount proportion

(%)

(%)

Accounts receivable with

significant single amount for

28,819,671.25 4.75 23,459,404.33 81.40 5,360,266.92

which bad debt provision

separately accrued

Accounts receivable withdrawn

bad debt provision according to 576,527,035.06 94.96 207,915,091.26 36.06 368,611,943.80

credit risks characteristics

Accounts receivable with

insignificant single amount for

1,776,159.00 0.29 1,413,014.50 79.55 363,144.50

which bad debt provision

separately accrued

Total 607,122,865.31 100.00 232,787,510.09 38.34 374,335,355.22

Accounts receivable with significant single amount for which bad debt provision separately accrued at period end

Unit: RMB Yuan

Account Bad debt Withdrawal proportion

Book balance Withdrawal reason

receivable provision (%)

Customer 1 3,863,600.00 1,931,800.00 50.00 Estimated difficult to recover

Customer 2 1,902,326.58 1,902,326.58 100.00 Difficult to recovered

Customer 3 6,215,662.64 6,193,248.32 99.64 Difficult to recovered

Customer 4 4,486,746.29 2,217,955.89 49.43 Estimated difficult to recover

Customer 5 3,279,100.00 3,279,100.00 100.00 Estimated difficult to recover

Customer 6 2,742,177.01 2,742,177.01 100.00 Estimated difficult to recover

Customer 7 5,359,381.00 5,359,381.00 100.00 Difficult to recovered

Customer 8 2,584,805.83 2,584,805.83 100.00 Difficult to recovered

Customer 9 1,038,651.32 1,038,651.32 100.00 Difficult to recovered

Customer 10 1,494,122.14 1,494,122.14 100.00 Difficult to recovered

Total 32,966,572.81 28,743,568.09

In the groups, accounts receivable adopting aging analysis method to accrue bad debt provision:

Unit: RMB Yuan

Closing balance

Aging Withdrawal

Accounts receivable Bad debt provision

proportion (%)

Within 1 year 302,059,097.60 6,041,182.50 2.00

1 to 2 years 3,343,346.16 167,167.33 5.00

2 to 3 years 742,175.95 111,326.42 15.00

3 to 4 years 6,075,129.63 1,822,538.88 30.00

4 to 5 years 740,953.96 444,572.39 60.00

Over 5 years 198,877,299.75 198,877,299.75 100.00

Total 511,838,003.05 207,464,087.27

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The 2015 Annual Report of Changchai Company, Limited

(2) Accounts receivable withdraw, reversed or collected during the reporting period

The withdrawal amount of the bad debt provision during the reporting period was of RMB12,321,726.771;

the amount of the reversed or collected part during the reporting period was of RMB7,214,865.11.

(3) The actual write-off accounts receivable

N/A

(4) Top 5 of the closing balance of the accounts receivable collected according to the arrears party

At the period-end, the total amount of top 5 of the closing balance of the accounts receivable collected

according to the arrears party was RMB108,318,934.68, 19.82% of the closing balance of the accounts receivable

and the relevant closing balance of bad debt provision was RMB21,417,408.33.

5. Prepayment

(1) List by aging analysis:

Unit: RMB Yuan

Aging Closing balance Opening balance

Amount Proportion (%) Amount Proportion (%)

Within 1 year 11,891,116.78 92.30 14,026,514.13 92.93

1 to 2 years 7,418.00 0.06 127,345.30 0.84

2 to 3 years 114,790.79 0.89 70,049.80 0.46

3 to 4 years

4 to 5 years

Over 5 years 868,946.13 6.75 868,946.13 5.77

Total 12,882,271.70 100.00 15,092,855.36 100.00

(2) Top 5 of the closing balance of the prepayment collected according to the prepayment target

At the period-end, the total amount of top 5 of the closing balance of the prepayment collected according to

the prepayment target was RMB8,983,298.32, 69.73% of the closing balance of the accounts receivable.

6. Other accounts receivable

(1) Other accounts receivable disclosed by category

Unit: RMB Yuan

Closing balance

Book balance Bad debt provision

Category

Withdrawal Book value

Proportion

Amount Amount proportion

(%)

(%)

Other accounts receivable with

significant single amount for

2,853,188.02 7.66 2,853,188.02 100.00

which bad debt provision

separately accrued

Other accounts receivable

withdrawn bad debt provision

32,431,210.57 87.10 26,808,670.76 82.66 5,622,539.81

according to credit risks

characteristics

Other accounts receivable with

insignificant single amount for

1,952,628.15 5.24 1,952,628.15 100.00

which bad debt provision

separately accrued

Total 37,237,026.74 100.00 31,614,486.93 84.90 5,622,539.81

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The 2015 Annual Report of Changchai Company, Limited

Unit: RMB Yuan

Opening balance

Book balance Bad debt provision

Category

Withdrawal Book value

Proportion

Amount Amount proportion

(%)

(%)

Other accounts receivable with

significant single amount for

2,853,188.02 7.24 2,853,188.02 100.00

which bad debt provision

separately accrued

Other accounts receivable

withdrawn bad debt provision

34,618,397.46 87.90 25,955,696.16 74.98 8,662,701.30

according to credit risks

characteristics

Other accounts receivable with

insignificant single amount for

1,910,737.23 4.86 1,910,737.23 100.00

which bad debt provision

separately accrued

Total 39,382,322.71 100.00 30,719,621.41 78.00 8,662,701.30

Other accounts receivable with significant single amount for which bad debt provision separately accrued

Unit: RMB Yuan

Withdrawal Withdrawal

Other account receivable Book balance Bad provision

proportion (%) reason

Changchai Group Import & Export Difficult to

2,853,188.02 2,853,188.02 100

Company recover

Total 2,853,188.02 2,853,188.02

In the groups, other accounts receivable adopting aging analysis method to accrue bad debt provision:

Unit: RMB Yuan

Closing balance

Aging Withdrawal proportion

Other accounts receivable Bad debt provision

(%)

Within 1 year 4,002,446.71 80,048.94 2.00

1 to 2 years 209,258.48 10,462.92 5.00

2 to 3 years 721,433.99 108,215.10 15.00

3 to 4 years 419,414.38 125,824.31 30.00

4 to 5 years 1,486,343.82 891,806.29 60.00

Over 5 years 25,592,313.19 25,592,313.19 100.00

Total 32,431,210.57 26,808,670.76

(2) Accounts receivable withdraw, reversed or collected during the reporting period

The withdrawal amount of the bad debt provision during the reporting period was of RMB897,805.92; the

amount of the reversed or collected part during the reporting period was of RMB2,940.40.

(3) The actual write-off other accounts receivable

N/A

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The 2015 Annual Report of Changchai Company, Limited

(4) Other accounts receivable classified by the nature of accounts

Unit: RMB Yuan

Nature Closing book balance Opening book balance

Margin and cash pledge 4,200.00 2,004,200.00

Unit current amount 20,433,624.06 20,035,808.86

Employee loan 2,011,484.92 2,584,081.29

Other 14,787,717.76 14,758,232.56

Total 37,237,026.74 39,382,322.71

(5) Top 5 of the closing balance of the other accounts receivable collected according to the arrears party

Unit: RMB Yuan

Proportion of the total Closing

Closing year end balance of balance of

Name of units Nature Aging

balance the accounts bad debt

receivable (%) provision

Changzhou Compressor Co., Ltd. Current 2,940,000.00 Over 5 years 7.90 2,940,000.00

Import and Export Company of

Current 2,853,188.02 Over 5 years 7.66 2,853,188.02

Changchai Group

Changzhou New District

Current 1,626,483.25 Over 5 years 4.37 1,626,483.25

Accounting Center

OEM Group Settlement Center Current 1,140,722.16 Over 5 years 3.06 1,140,722.16

Changzhou Xingsheng Property

Current 664,451.84 Over 5 years 1.78 13,289.04

Management Co., Ltd.

Total 9,224,845.27 -- 24.77 8,573,682.47

(6) 35.09% decreased at the period-end when compared with the period-begin, mainly due to the subsidiary

of the Company-Changwan had received the guarantee money of RMB2 million.

7. Inventory

(1) Category of inventory

Unit: RMB Yuan

Item Closing balance Opening balance

Falling price Falling price

Book balance Book value Book balance Book value

reserves reserves

Raw material 111,288,103.55 2,587,305.60 108,700,797.95 121,329,364.38 2,739,224.97 118,590,139.41

Materials processed on

12,310,710.53 12,478,276.04 12,478,276.04

commission 12,310,710.53

Goods in process 110,165,018.34 23,144,279.29 87,020,739.05 134,613,551.41 19,830,684.94 114,782,866.47

Finished product 208,519,567.29 20,277,368.92 188,242,198.37 269,416,214.26 19,634,150.34 249,782,063.92

Low price and easily 1,300,787.34

1,955,372.02 1,955,372.02

worn articles 2,316,353.80 1,015,566.46

Total 444,599,753.51 47,309,741.15 397,290,012.36 539,792,778.11 42,204,060.25 497,588,717.86

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The 2015 Annual Report of Changchai Company, Limited

(2) Falling price reserves of inventory

Unit: RMB Yuan

Increased amount Decreased amount

Opening

Item Reverse or Closing balance

balance Withdrawal Other Other

write-off

Raw materials 2,739,224.97 64,092.47 216,011.84 2,587,305.60

Goods in process 19,634,150.34 16,741,289.06 16,098,070.48 20,277,368.92

Inventory goods 19,830,684.94 23,144,279.29 19,830,684.94 23,144,279.29

Low price and

1,300,787.34 1,300,787.34

easily worn articles

Total 42,204,060.25 41,250,448.16 36,144,767.26 47,309,741.15

8. Other current assets

Unit: RMB Yuan

Item Closing balance Opening balance

The VAT tax credits 28,304,691.41 28,131,657.32

Bank financing 20,000,000.00

Securities financing 12,000,000.00

Export drawback receivable 3,597,384.86

Total 60,304,691.41 31,729,042.18

90.06% increase at the period-end when compared with the period-begin, which mainly due to the purchase of the

bank financing.

9. Available-for-sale financial assets

(1) List of available-for-sale financial assets

Unit: RMB Yuan

Closing balance Opening balance

Item Depreciation Depreciation

Book balance Book value Book balance Book value

reserves reserves

Available-for-sale

equity

instruments:

Measured by fair

457,780,000.00 457,780,000.00 452,650,000.00 452,650,000.00

value

Measured by cost

46,410,000.00 1,210,000.00 45,200,000.00 46,410,000.00 1,210,000.00 45,200,000.00

method

Total 504,190,000.00 1,210,000.00 502,980,000.00 499,060,000.00 1,210,000.00 497,850,000.00

(2) Available-for-sale financial assets measured by fair value at the period-end

Unit: RMB Yuan

Available-for-sale equity

Category Total

instruments

Cost of equity instruments 41,874,500.00 41,874,500.00

Fair value 457,780,000.00 457,780,000.00

Changes of fair value accumulated recorded into

353,519,675.00 353,519,675.00

other comprehensive income

Amount withdrawn bad debt provision

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The 2015 Annual Report of Changchai Company, Limited

(3) Available-for-sale financial assets measured by cost at the period-end

Unit: RMB Yuan

Book balance Impairment provision Shareholdi

Cash

ng

bonus of

proportion

Investee Period Incre Decre Period Period- Incre Decre Period the

among the

-begin ase ase -end begin ase ase -end reporting

investees

period

(%)

Jiangsu 38,000, 38,000, 3,040,000.0

0.42

Bank 000.00 000.00 0

Qidong

Liantong 7,200,0 7,200,0

3.2 717,273.40

Dynamomet 00.00 00.00

er Co., Ltd.

1,210,0 1,210,0 1,210,00 1,210,0

Others

00.00 00.00 0.00 00.00

46,410, 46,410, 1,210,00 1,210,0 3,757,273.4

Total

000.00 000.00 0.00 00.00 0

Other: RMB510,000 in Chengdu Changwan Diesel Engine Marketing Corp., and RMB2,900,000 in Wanzhou

Changwan Diesel Engine Fitting Corp. and RMB20,000 in Changzhou Economic and Technological Development

Co., Ltd., RMB100,000 in Changzhou Tractors Co., Ltd., RMB200,000 in the Industrial Financing Mutual Benefit

Association of Changzhou Economic and Information Technology Commission and RMB90,000 in Beijing

Engineering and Agricultural Machinery Co., Ltd.. Due to difficulty in recovery, full-amount impairment

provisions were made for the aforesaid accounts.

(4) Changes of the impairment of the available-for-sale financial assets during the reporting period

Unit: RMB Yuan

Available for sale equity

Category Total

instruments

Balance of the withdrawn impairment at the period-begin 1,210,000.00 1,210,000.00

Balance of the withdrawn impairment at the period-begin

Decrease in reporting period

Balance of the withdrawn impairment at the period-end 1,210,000.00 1,210,000.00

10. Long-term equity investment

Unit: RMB Yuan

Increase/decrease

Investees Opening Gains and losses

balance Additional Reduced recognized Adjustment of other

investment investment under the equity comprehensive

method income

Associated

enterprises

Changzhou Fuji

Changchai Robin 20,459,975.99 670,328.77

Gasoline Engine Co.,

Ltd.

Beijing Tsinghua

Industrial Investment

Management Co.,

Ltd.

Total 20,459,975.99 670,328.77

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The 2015 Annual Report of Changchai Company, Limited

(Continued) Unit: RMB Yuan

Increase/decrease

Withdra Closing Closing balance

Investees Changes Cash bonus wal of of impairment

or profits balance provision

of other announced impairme Other

equity to issue nt

provision

Associated enterprises

Changzhou Fuji

Changchai Robin

361,000.00 20,769,304.76

Gasoline Engine Co.,

Ltd.

Beijing Tsinghua

Industrial Investment 44,182.50

Management Co., Ltd.

Total 361,000.00 20,769,304.76 44,182.50

11. Investment property

(1) Investment property adopted the cost measurement mode

Unit: RMB Yuan

Houses and construction in

Item Land use right Total

buildings progress

I. Original book value

1. Opening balance 87,632,571.14 87,632,571.14

2. Increased amount of the period

(1) Outsourcing

(2) Transfer of inventory\fixed

assets\project under construction

3. Decreased amount of the period

(1) Disposal

(2) Other transfer

4.Closing balance 87,632,571.14 87,632,571.14

II. The accumulative depreciation and

accumulative amortization

1. Opening balance 28,143,200.31 28,143,200.31

2. Increased amount of the period 2,208,340.80 2,208,340.80

(1) The depreciation or amortization 2,208,340.80 2,208,340.80

3. Decreased amount of the period

(1) Disposal

(2) Other transfer

4.Closing balance 30,351,541.11 30,351,541.11

III. Impairment provision

1. Opening balance

2. Increased amount of the period

(1) Disposal

3. Decreased amount of the period

(1) Disposal

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The 2015 Annual Report of Changchai Company, Limited

(2) Other transfer

4.Closing balance

IV. Book value

1.Closing book value 57,281,030.03 57,281,030.03

2.Opening book value 59,489,370.83 59,489,370.83

12. Fixed assets

(1) List of fixed assets

Unit: RMB Yuan

Houses and Machinery Electronic Transportation

Item Other

buildings equipment equipment equipment

I. Original book value

1. Opening balance 396,824,164.27 770,295,559.04 24,972,308.30 34,203,362.24 1,226,295,393.85

2. Increased amount

of the period 22,585,759.98 37,610,694.57 1,301,254.02 3,574,578.22 65,072,286.79

(1) Purchase 1,438,875.68 1,014,003.12 2,452,878.80

(2) Construction project

transfer 22,585,759.98 36,171,818.89 1,301,254.02 2,560,575.10 62,619,407.99

3. Decreased amount of the

period 5,117,077.23 2,726,146.34 2,806,366.26 10,649,589.83

(1) Disposal or Scrap 5,117,077.23 2,726,146.34 2,806,366.26 10,649,589.83

4. Closing balance 419,409,924.25 802,789,176.38 23,547,415.98 34,971,574.20 1,280,718,090.81

II. The accumulative

depreciation

1. Opening balance 193,417,610.61 414,049,314.25 15,860,361.40 26,148,708.39 649,475,994.65

2. Increased amount

of the period 18,674,263.23 58,839,660.03 1,991,957.50 3,487,059.44 82,992,940.20

(1) Withdrawal 18,674,263.23 58,839,660.03 1,991,957.50 3,487,059.44 82,992,940.20

(2) Enterprise combination

and increase

3. Decreased amount of the

period 4,696,725.45 2,484,106.81 2,790,174.04 9,971,006.30

(1) Disposal or Scrap 4,696,725.45 2,484,106.81 2,790,174.04 9,971,006.30

4. Closing balance 212,091,873.84 468,192,248.83 15,368,212.09 26,845,593.79 722,497,928.55

III. Impairment provision

1. Opening balance 4,033,452.59 4,033,452.59

2. Increased amount

of the period

(1) Withdrawal

3. Decreased amount of the

period 415,183.56 415,183.56

(1) Disposal or Scrap 415,183.56 415,183.56

4. Closing balance 3,618,269.03 3,618,269.03

IV. Book value

1.Closing book value 207,318,050.41 330,978,658.52 8,179,203.89 8,125,980.41 554,601,893.23

2.Opening book value 203,406,553.66 352,212,792.20 9,111,946.90 8,054,653.85 572,785,946.61

The accumulative depreciation in reporting period was RMB82,992,940.20; the original value of construction in

progress transfer into fix assets was RMB62,619,407.99.

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The 2015 Annual Report of Changchai Company, Limited

13. Construction in progress

(1) List of construction in progress

Unit: RMB Yuan

Closing amount Opening amount

Item Book balance Bad debt Book value Book balance Bad debt Book value

provision provision

Trial production

workshop project 22,960,533.29 22,960,533.29 27,883,095.92 27,883,095.92

technology center

Casting renovation 396,000.00 396,000.00 741,568.90 741,568.90

project

Expansion capacity ofnd

multi-cylinder (The 2 40,050,712.95 40,050,712.95 27,757,667.58 27,757,667.58

Period)

Base of land in Hehai 33,550.53 33,550.53 748,806.82 748,806.82

Road

Diesel Engine Cylinder

Body Flexible 1,851,752.13 1,851,752.13 10,913,075.99 10,913,075.99

Manufacturing Line

Equipment to be

installed and payment 42,905,906.11 42,905,906.11 66,904,102.66 66,904,102.66

for projects

Total 108,198,455.01 108,198,455.01 134,948,317.87 134,948,317.87

(2) Changes of significant construction in progress

Unit: RMB Yuan

Capitaliz

Amount that Other ation rate

Increased Capital

Opening transferred to decreased of the

Name o f item amount of the Closing balance resourc

balance fixed assets of amount of interests

period es

the period the period of the

period

Trial

production

workshop Self

27,883,095.92 1,032,651.06 5,955,213.69 22,960,533.29

project -raised

technology

center

Casting

Self

renovation 741,568.90 277,006.95 622,575.85 396,000.00

-raised

project

Expansion

capacity of

Self

multi-cylinder 27,757,667.58 12,322,105.20 29,059.83 40,050,712.95

-raised

(The 2nd

Period)

Base of land in Self

748,806.82 422,350.53 33,550.53

Hehai Road 1,137,606.82 -raised

Diesel Engine

Cylinder Body

Self

Flexible 10,913,075.99 285,000.00 1,851,752.13

8,776,323.86 -raised

Manufacturing

Line

Total 68,044,215.21 14,054,113.74 16,520,780.05 285,000.00 65,292,548.90

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The 2015 Annual Report of Changchai Company, Limited

14. Intangible assets

Unit: RMB Yuan

Item Land use right Software Other Total

I. Original book value

1. Opening balance 137,782,945.30 2,994,758.97 140,777,704.27

2. Increased amount of the period 2,876,932.45 2,876,932.45

(1) Purchase 2,876,932.45 2,876,932.45

(2) Equity investment

3. Decreased amount of the period

(1) Withdrawal

4. Closing balance 137,782,945.30 5,871,691.42 143,654,636.72

II. Accumulated amortization

1. Opening balance 35,719,255.75 617,355.90 36,336,611.65

2. Increased amount of the period 2,792,049.12 1,424,513.48 4,216,562.60

(1) Withdrawal 2,792,049.12 1,424,513.48 4,216,562.60

3. Decreased amount of the period

(1) Disposal

4. Closing balance 38,511,304.87 2,041,869.38 40,553,174.25

III. Impairment provision

1. Opening balance

2. Increased amount of the period

(1) Withdrawal

3. Decreased amount of the period

(1) Disposal

4. Closing balance

IV. Book value

1.Closing book value 99,271,640.43 3,829,822.04 103,101,462.47

2.Opening book value 102,063,689.55 2,377,403.07 104,441,092.62

15. Deferred income tax assets/deferred income tax liabilities

(1) Deferred income tax assets had not been off-set

Unit: RMB Yuan

Closing balance Opening balance

Deductible Deferred

Item Deductible Deferred income

temporary income tax

temporary difference tax assets

difference assets

Assets impairment provision 6,416,872.53 962,530.88 7,232,422.11 1,084,863.32

Total 6,416,872.53 962,530.88 7,232,422.11 1,084,863.32

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The 2015 Annual Report of Changchai Company, Limited

(2) Deferred income tax liabilities had not been off-set

Unit: RMB Yuan

Closing balance Opening balance

Item Deductible Deferred income Deductible Deferred income

temporary difference tax liabilities temporary difference tax liabilities

Change in fair value of

available financial 415,905,500.00 62,385,825.00 410,775,500.00 61,616,325.00

assets

Total 415,905,500.00 62,385,825.00 410,775,500.00 61,616,325.00

(3) List of unrecognized deferred income tax assets

Unit: RMB Yuan

Item Closing amount Opening amount

Bad debt provision 263,091,986.15 256,274,709.39

Inventory falling price reserves 47,309,741.15 42,204,060.25

Total 310,401,727.30 298,478,769.64

16. Other non-current assets

Unit: RMB Yuan

Closing impairment Opening Opening impairment

Item Closing balance

provision balance provision

Entrust loans 14,000,000.00 14,000,000.00 14,000,000.00 14,000,000.00

Total 14,000,000.00 14,000,000.00 14,000,000.00 14,000,000.00

17. Short-term loans

(1) Category of short-term loans

Unit: RMB Yuan

Item Closing balance Opening balance

Guaranteed loan 5,000,000.00 20,000,000.00

Mortgage loan 12,000,000.00

Total 17,000,000.00 20,000,000.00

(2) List of the short-term loans overdue but not return

18. Notes payable

Unit: RMB Yuan

Category Closing balance Opening balance

Bank acceptance bill 238,200,000.00 218,351,400.00

Total 238,200,000.00 218,351,400.00

There was no due but not pay notes payable at the period-end.

19. Accounts payable

(1) List of accounts payable

Unit: RMB Yuan

Item Closing balance Opening balance

Payment for goods 535,978,470.07 550,858,517.60

Total 535,978,470.07 550,858,517.60

(2) Notes of the accounts payable aging over one year

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The 2015 Annual Report of Changchai Company, Limited

20. Advance from customers

(1) List of advance from customers

Unit: RMB Yuan

Item Closing balance Opening balance

Payment for goods 26,665,671.38 29,364,756.16

Total 26,665,671.38 29,364,756.16

(2) Significant advance from customers aging over one year

21. Payroll payable

(1) List of Payroll payable

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance

I. Short-term salary

61,303,762.60 271,932,067.68 272,926,480.99 60,309,349.29

II. welfare after departure-

defined contribution plan 38,586,479.44 38,586,479.44

III. Termination benefits 194,339.00 194,339.00

Total 61,303,762.60 310,712,886.12 311,707,299.43 60,309,349.29

(2) List of Short-term salary

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance

1.Salary, bonus, allowance,

55,397,399.62 226,108,364.89 227,700,714.71 53,805,049.80

subsidy

2.Employee welfare 6,293,687.77 6,293,687.77

3. Social insurance 18,399,643.19 18,399,643.19

Including: 1. Medical insurance

14,328,125.50 14,328,125.50

premiums

Work-related injury insurance 3,176,160.86 3,176,160.86

Maternity insurance 895,356.83 895,356.83

4.Housing fund 16,733,840.00 16,733,840.00

5.Labor union budget and

5,906,362.98 4,396,531.83 3,798,595.32 6,504,299.49

employee education budget

6.Other short-term compensation

Total 61,303,762.60 271,932,067.68 272,926,480.99 60,309,349.29

(3) List of drawing scheme

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance

1. Basic endowment insurance 35,910,749.13 35,910,749.13

2. Unemployment insurance

expense 2,675,730.31 2,675,730.31

Total 38,586,479.44 38,586,479.44

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The 2015 Annual Report of Changchai Company, Limited

22. Taxes payable

Unit: RMB Yuan

Item Closing balance Opening balance

VAT 467,010.50 2,537.79

Business tax 2,900.00

Urban maintenance and construction tax 1,996,316.42 830,449.50

Corporate income tax 5,923,463.67 11,517,844.35

Property tax 143,204.50 343,204.46

Personal income tax 49,924.16 211,204.93

Education Surcharge 840,517.28 136.60

The comprehensive fee 1,374,726.40 1,606,598.64

Total 10,798,062.93 14,511,976.27

23. Dividends payable

Unit: RMB Yuan

Item Closing balance Opening balance

Common stock dividends 3,243,179.97 3,243,179.97

Minority shareholder dividends 648,253.86 648,253.86

Total 3,891,433.83 3,891,433.83

Reason of unpaid dividends payable over one year: the shareholder has not get.

24. Other accounts payable

(1) Other accounts payable listed by nature of the account

Unit: RMB Yuan

Item Closing balance Opening balance

Margin and cash pledge 3,149,353.59 3,260,188.79

Unit current amount 15,550,754.25 10,133,775.91

Personal amount payable 955,910.51 965,413.51

Sales discount and three guarantees 146,392,031.63 141,620,797.47

Other 35,103,582.48 40,580,689.64

Total 201,151,632.46 196,560,865.32

(2) Other significant accounts payable with aging over one year

Other significant accounts payable with aging over one year mainly was temporarily closed and owe payment

unsettled.

25. Other current-liabilities

Unit: RMB Yuan

Item Closing balance Opening balance

Sewage charge 200,000.00 200,000.00

Electric charge 1,795,289.06 2,214,092.24

Other 407,998.00 578,904.50

Total 2,403,287.06 2,992,996.74

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The 2015 Annual Report of Changchai Company, Limited

26. Deferred income

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance Formation reasons

Government Government

54,185,979.32 1,064,373.62 53,121,605.70

subsidies allocations

Total 54,185,979.32 1,064,373.62 53,121,605.70

Items involved in government subsidies:

Unit: RMB Yuan

Amount

Amount of Related to the

Opening accrued in Other

Item newly Closing balance assets/

balance non-business changes

subsidy income

income

Electric control of diesel

engine research and

Related to the

development and 2,240,400.00 398,400.00 1,842,000.00

assets

industrialization

allocations

National major project Related to the

28,770,000.00 28,770,000.00

special allocations assets

Related to the

Remove compensation 23,175,579.32 665,973.62 22,509,605.70

assets

Total 54,185,979.32 1,064,373.62 53,121,605.70

27. Share capital

Unit: RMB Yuan

Increase/decrease (+/-)

Opening Capitalization

Newly issue Bonus Closing balance

balance of public Other Subtotal

share shares

reserves

The sum

561,374,326.00 561,374,326.00

of shares

28. Capital reserves

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance

Capital premium 143,990,690.24 143,990,690.24

Other capital reserves 20,337,975.19 20,337,975.19

Total 164,328,665.43 164,328,665.43

29. Other comprehensive income

Unit: RMB Yuan

Reporting period

Less:

Amount After-tax

Opening Amount Less: After-tax Closing

Item incurred attribute

balance transferred income attribute to balance

before to the

into profit tax minority

income parent

and loss in expense shareholder

tax company

the current

99

The 2015 Annual Report of Changchai Company, Limited

period that

recognized

into other

comprehens

ive income

in prior

period

I. Other

comprehensive

income can not

reclassify into

profits and losses

in future

Of which:

changes of net

assets and

liabilities of

defined benefit

plans recalculated

Share in other

comprehensive

income can not

be reclassified

into profits or

losses in

investment entity

under the equity

method

II. Other

comprehensive

reclassified into

profits or losses

Of which: Share

in other

comprehensive

income reclassify

into profits or

losses in

investment entity

under the equity

method in future

Profits or losses

of change in fair

349,159,17 5,130,000. 4,360,500. 353,519,675.0

value of 769,500.00

5.00 00 00 0

available-for-sale

financial assets

Converted

difference of the

foreign currency

financial

statement

349,159,17 5,130,000. 4,360,500. 353,519,675.0

Total 769,500.00

5.00 00 00 0

100

The 2015 Annual Report of Changchai Company, Limited

30. Special reserves

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance

Safety production cost 8,332,077.21 4,394,339.56 2,656,669.79 10,069,746.98

Total 8,332,077.21 4,394,339.56 2,656,669.79 10,069,746.98

31. Surplus reserves

Unit: RMB Yuan

Item Opening balance Increase Decrease Closing balance

Statutory surplus reserves 284,994,839.06 7,606,588.95 292,601,428.01

Discretional surplus

13,156,857.90 13,156,857.90

reserves

Total 298,151,696.96 7,606,588.95 305,758,285.91

32. Retained profits

Unit: RMB Yuan

Item 2015 2014

Opening balance of retained profits before adjustments 555,590,894.67 502,779,906.92

Total opening balance of retained profits before adjustments

(Increase+,decrease-)

Opening balance of retained profits after adjustments 555,590,894.67 502,779,906.92

Add: Net profit attributable to owners of the Company 71,102,792.49 64,202,144.29

Less: Withdrawal of statutory surplus reserves 7,606,588.95 8,522,122.57

Withdrawal of discretional surplus reserves

Dividend of common stock payable 11,227,486.52 8,420,614.89

Dividend of common stock transfer into share capital

Other transfer (Minority shareholders accumulated excess

5,551,580.92

losses born by the parent Company)

Closing retained profits 607,859,611.69 555,590,894.67

33. Revenues and operating costs

Unit: RMB Yuan

Item Reporting period Same period of last year

Revenue Operating costs Revenue Operating costs

Main operations 2,495,248,411.83 2,094,368,998.80 2,461,692,196.75 2,089,712,748.30

Other operations 24,551,135.46 15,847,136.82 28,099,866.58 15,647,119.64

Total 2,519,799,547.29 2,110,216,135.62 2,489,792,063.33 2,105,359,867.94

34. Business tax and surcharges

Unit: RMB Yuan

Item Reporting period Same period of last year

Business tax 22,650.00 9,950.00

Urban maintenance and construction tax 4,424,215.49 369,692.62

Education Surcharge 3,185,948.00 369,493.61

Total 7,632,813.49 749,136.23

A YOY increase of 918.88% mainly was the increase of VAT and the relevant tax and surcharge increased.

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The 2015 Annual Report of Changchai Company, Limited

35. Sales expenses

Unit: RMB Yuan

Item Reporting period Same period of last year

Office expenses 21,201,667.69 26,726,523.60

Employee’s remuneration 28,684,358.57 28,030,498.73

Sales promotional expense 9,218,580.00 9,108,769.40

Three guarantees 30,238,223.49 19,044,277.38

Transport fees 8,414,005.85 9,026,772.82

Other 365,510.11 298,469.20

Total 98,122,345.71 92,235,311.13

36. Administrative expenses

Unit: RMB Yuan

Item Reporting period Same period of last year

Office expenses 19,693,941.37 18,191,537.02

Employee’s remuneration 89,702,808.14 84,212,353.01

Depreciation and amortization 20,448,433.20 14,832,161.62

Research and development expense 37,769,695.87 48,958,053.63

Transport fees 2,948,275.12 2,663,610.42

Repair charge 5,269,797.93 4,713,258.37

Taxes 8,605,279.72 8,691,401.52

Safety expenses 1,737,669.77 3,157,253.68

Other 11,503,014.31 12,285,195.15

Total 197,678,915.43 197,704,824.42

37. Financial expenses

Unit: RMB Yuan

Item Reporting period Same period of last year

Interest expenses 1,183,262.47 2,185,973.83

Less: Interest income 7,372,960.51 6,996,180.56

Exchange net profit or loss -6,135,135.67 -350,929.60

Other -3,398,951.29 -5,771,331.95

Total -15,723,785.00 -10,932,468.28

A YOY decrease of 43.83% mainly was the RMB devaluation, and the exchange profits increased.

38. Asset impairment loss

Unit: RMB Yuan

Item Reporting period Same period of last year

I. Bad debt loss 6,001,727.18 6,832,502.57

Inventory falling price loss 41,250,448.16 25,371,265.32

Fixed assets impairment losses 1,303,400.31

Total 47,252,175.34 33,507,168.20

A YOY increase of 41.02% mainly was the increase of the inventory impairment.

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The 2015 Annual Report of Changchai Company, Limited

39. Gains on the changes in the fair value

Unit: RMB Yuan

Item Reporting period Same period of last year

Financial assets measured by fair value and the

changes be included in the current profits and -109,642.19 109,642.19

losses

Total -109,642.19 109,642.19

40. Investment income

Unit: RMB Yuan

Same period of last

Item Reporting period

year

Long-term equity investment income accounted by equity method 670,328.77 1,366,650.26

Investment income from the disposal of long-term equity investment -48,639.55

Investment income received from disposal of financial assets

measured by fair value and the changes be included in the current 594,434.83 463,170.51

profits and losses during holding period

Investment income received from holding of available-for-sale

6,547,113.40 10,120,500.00

financial assets

Investment income from disposal of bank financial products 468,547.94 112,652.05

Financing security gains 839,681.00

Total 9,120,105.94 12,014,333.27

41. Non-operating gains

1. Non-operating gains

Unit: RMB Yuan

Recorded in the amount

Same period of

Item Reporting period of the non-recurring

last year

gains and losses

Total gains from disposal of non-current

298,236.45 437,606.94 298,236.45

assets

Including: Gains from disposal of fixed

298,236.45 437,606.94 298,236.45

assets

Gains from disposal of fixed assets

Insurance compensation 1,133,046.55 640,183.28 1,133,046.55

Penalty income 163,851.65 107,879.30 163,851.65

Government subsidies 11,903,636.62 10,344,073.62 11,903,636.62

Income from disposal of current assets 539,523.00 480,726.00 539,523.00

Account payable no need to pay 233,293.74

Other 9,974.29 375,696.40 9,974.29

Total 14,048,268.56 12,619,459.28 14,048,268.56

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The 2015 Annual Report of Changchai Company, Limited

(2) Lists of government subsidies

Unit: RMB Yuan

Reporting Same period of Related to the

Item

period last year assets/ income

Related to the

The central budget investment plans 3,000,000.00 1,000,000.00

income

Ultra-low emissions of non-road diesel engine new Related to the

800,000.00

clean combustion key technology income

Special fund for Promoting the transformation of Related to the

6,510,000.00 30,000.00

industrial economy steady growth income

Related to the

The mayor award 500,000.00 100,000.00

income

Energy conservation and circular economy development Related to the

260,000.00

special funds income

Related to the

Science and Technology Progress Award 30,000.00

income

Related to the

Talent development funds 184,000.00 10,000.00

income

Related to the

Other science and technology project allocations 130,000.00 310,000.00

income

Related to the

Other incentives and subsidies 485,263.00 126,000.00

income

Related to the

Compensation for demolition 665,973.62 665,973.62

assets

The special national high technology research and Related to the

2,720,000.00

development plan income

R & D and industrialization of electric non-road diesel Related to the

398,400.00 4,322,100.00

engine assets

Total 11,903,636.62 10,344,073.62

42. Non-operating expenses

Unit: RMB Yuan

Recorded in the

Same period of last amount of the

Item Reporting period

year non-recurring gains

and losses

Loss on disposal of non-current assets 86,306.84 318,704.95 86,306.84

Including: Loss on disposal of fixed assets 86,306.84 318,704.95 86,306.84

Loss on disposal of intangible assets

Donation 260,000.00 320,000.00 260,000.00

The flood control security fund 2,468,397.34 2,468,996.84

Loss on disposal of current assets 4,489,449.93 7,130,347.68 4,489,449.93

Other 1,206,723.88 416,443.76 1,206,723.88

Total 8,510,877.99 10,654,493.23 6,042,480.65

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The 2015 Annual Report of Changchai Company, Limited

43. Income tax expense

(1) Lists of income tax expense

Unit: RMB Yuan

Item Reporting period Same period of last year

Current income tax expense accounted by tax and relevant

16,562,132.69 19,476,423.70

regulations

Deferred income taxes 122,332.44 111,126.94

Total 16,684,465.13 19,587,550.64

(2) Adjustment process of accounting profit and income tax expense

Unit: RMB Yuan

Item Reporting period

Total profits 89,168,801.02

Current income tax expense accounted by tax and relevant regulations 13,375,320.15

Influence of different tax rate suitable to subsidiary -541,299.00

Influence of income tax before adjustment 26,250.00

Influence of non taxable income -1,053,794.35

Influence of not deductable costs, expenses and losses 3,750,517.88

Influence of deductable losses of deferred income tax assets derecognized used in previous

period

Influence of deductible temporary difference or deductible losses of deferred income tax

3,130,234.13

assets derecognized in reporting period.

Tax preference incurred from qualified expense -2,002,763.68

Income tax expense 16,684,465.13

44. Supplementary information to cash flow statement

(1) Other cash received relevant to operating activities

Unit: RMB Yuan

Item Reporting period Same period of last year

Subsidies and grants 10,839,263.00 2,636,000.00

Cash received from other current account 3,502,832.73 4,493,034.27

Interest income 7,372,960.51 6,996,180.56

Total 21,715,056.24 14,125,214.83

(2) Other cash paid relevant to operating activities

Unit: RMB Yuan

Item Reporting period Same period of last year

Sale expense paid into cash 46,608,291.02 48,804,990.49

Management expense paid into cash 39,027,007.46 35,320,350.77

Commission Expenses 701,704.94 533,714.59

Other 1,970,121.12 714,335.29

Total 88,307,124.54 85,373,391.14

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The 2015 Annual Report of Changchai Company, Limited

45. Supplementary information to cash flow statement

(1) Information of net profit to net cash flows generated from operating activities

Unit: RMB Yuan

Reporting

Supplementary materials Last period

period

1. Reconciliation of net profit to net cash flows generated from operating

activities

Net profit 72,484,335.89 65,669,614.56

Add: Provision for impairment of assets 47,252,175.34 33,507,168.20

Depreciation of fixed assets, of oil-gas assets, of productive biological

85,201,281.00 78,043,530.91

assets

Amortization of intangible assets 4,216,562.60 2,824,125.39

Long-term unamortized expenses

Losses on disposal of fixed assets, intangible assets and other long-term

-211,929.61 -118,901.99

assets

Losses on retirement of fixed assets

Losses from variation of fair value 109,642.19 -109,642.19

Financial expenses 1,211,337.47 2,185,973.83

Investment losses -9,120,105.94 -12,014,333.27

Decrease in deferred income tax assets 122,332.44 111,126.94

Increase of deferred income tax liabilities

Decrease in inventory 59,048,257.34 -49,721,106.89

Decrease in accounts receivable from operating activities -142,246,349.15 -76,391,851.77

Increase in payables from operating activities 16,574,597.23 -99,328,131.98

Other -6,715,253.85 3,835,072.74

Net cash flows generated from operating activities 127,926,882.95 -51,507,355.52

2. Investing and financing activities that do not involving cash receipts

and payment:

Conversion of debt into capital

Convertible bonds to be expired within one year

Fixed assets under finance lease

3. Net increase in cash and cash equivalents

Closing balance of cash 526,716,238.21 464,761,820.50

Less: Opening balance of cash 464,761,820.50 610,882,216.18

Add: Cash equivalents at the end of the period

Less: Cash at the beginning of the period

Net increase in cash and cash equivalents 61,954,417.71 -146,120,395.68

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The 2015 Annual Report of Changchai Company, Limited

(2) Cash and cash equivalents

Unit: RMB Yuan

Item Closing balance Opening balance

I. Cash 526,716,238.21 464,761,820.50

Including: Cash on hand 252,373.65 557,508.42

Bank deposit on demand 526,463,864.56 464,204,312.08

Other monetary funds on demand

II. Cash and cash equivalents

Of which: Bond investment due with 3 months

III. Closing balance of cash and cash equivalents 526,716,238.21 464,761,820.50

46. The assets with the ownership or use right restricted

Unit: RMB Yuan

Item Closing book value Restricted reason

Bank acceptance draft deposited in the

Monetary capital 74,596,477.41

margin

Houses and buildings 7,785,071.36 Pledge for bank loan

Land use right 19,998,047.72 Pledge for bank loan

Total 102,379,596.49

47. Foreign currency monetary items

Unit: RMB Yuan

Closing foreign currency

Item Exchange rate Closing convert to RMB balance

balance

Monetary capital

Including: USD 3,166,105.44 6.4936 20,559,422.29

HKD 90,124.75 0.8378 75,504.71

SGD 54,427.95 4.5875 249,688.22

Account receivable

Including: USD 6,757,811.26 6.4936 43,882,523.20

VIII. Changes of merge scope

N/A

IX. Equity in other entities

1. Equity in subsidiary

(1) The structure of the enterprise group

Main Nature Holding percentage

Registration Way of

Name of the subsidiary operating of (%)

place gaining

place business Directly Indirectly

Changchai Wanzhou Diesel

Chongqing Chongqing Industry 60 Set-up

Engine Co., Ltd.

Changzhou Changchai Benniu

Changzhou Changzhou

Diesel Engine Fittings Co., Industry 99 1 Set-up

City City

Ltd.

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The 2015 Annual Report of Changchai Company, Limited

Changzhou Housheng Changzhou Changzhou

Service 100 Set-up

Investment Co., Ltd. City City

Changzhou Changchai

Changzhou Changzhou

Housheng Agricultural Industry 70 25 Set-up

City City

Equipment Co., Ltd.

(2) Significant not wholly owned subsidiary

Unit: RMB Yuan

Declaring

Shareholding The profits and Balance of

dividends

proportion of losses arbitrate to minority

Name of the subsidiary distribute to

minority the minority shareholder at

minority

shareholder shareholders closing period

shareholder

Changchai Wanzhou Diesel

40 1,505,284.37 17,325,133.25

Engine Co., Ltd.

Changzhou Changchai

Housheng Agricultural 5 -123,740.97 265,320.22

Equipment Co., Ltd.

(3) The main financial information of significant not wholly owned subsidiary

Unit: Yuan

Closing balance

Non-curre

Name of the subsidiary current Non-current Current Total

Total assets nt

assets assets liabilities liabilities

liability

Changchai Wanzhou

41,770,953.46 28,631,830.17 70,402,783.63 27,089,950.52 27,089,950.52

Diesel Engine Co., Ltd.

Changzhou Changchai

Housheng Agricultural 16,619,127.25 440,565.96 17,059,693.21 11,753,288.83 11,753,288.83

Equipment Co., Ltd.

Unit: Yuan

Opening balance

Name of the

current Non-current Current Non-current Total

subsidiary Total assets

assets assets liabilities liability liabilities

Changchai Wanzhou

Diesel Engine Co., 55,203,467.86 29,640,245.55 84,843,713.41 45,294,091.22 45,294,091.22

Ltd.

Changzhou Changchai

Housheng Agricultural 10,348,739.81 491,333.07 10,840,072.88 3,058,849.18 3,058,849.18

Equipment Co., Ltd.

Unit: Yuan

Reporting period Same period of last year

Name of the Total Total Opera

Operatin

subsidiary Operation Net compre Operation compre ting

g cash Net profit

revenue profit hensive revenue hensive cash

flow

income income flow

Changchai

99,618,978.4 3,763,210 3,763,21 6,750,035. 100,257,123. 4,428,574.4 4,428,57 -23,728

Wanzhou Diesel

2 .92 0.92 77 26 9 4.49 ,116.12

Engine Co., Ltd.

Changzhou

Changchai

Housheng -2,474,81 -2,474,8 -5,350,193 -2,215,160. -2,215,16 -3,723,

5,594,781.07 1,752,521.48

Agricultural 9.32 19.32 .17 53 0.53 419.82

Equipment Co.,

Ltd.

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The 2015 Annual Report of Changchai Company, Limited

2. Equity in joint venture or associated enterprise

(1) Significant joint venture arrangement or associated enterprise

Proportion Accounting treatment

Main

Registration Nature of Directly Indirectl of the investment of

Name operating

place business y joint venture or

place

associated enterprise

Changzhou Fuji

Changchai Robin Changzhou Changzhou

Industry 33 Equity method

Gasoline Engine Co., City City

Ltd.

(2) Main financial information of significant associated enterprise

Unit: RMB Yuan

Changzhou Fuji Changchai Robin Gasoline Engine Co., Ltd.

Item Closing balance/ Opening balance /

reporting period last period

current assets 70,218,388.26 87,055,557.40

Non-current assets 11,465,367.78 13,200,248.78

Total assets 81,683,756.04 100,255,806.18

Current liabilities 11,746,468.25 38,255,878.32

Non-current liability 7,000,000.00

Total liabilities 18,746,468.25 38,255,878.32

Minority interests

Equity attributable to owners of the Company 62,937,287.79 61,999,927.86

Portion of net assets calculated according to

20,769,304.76 20,459,975.99

proportion of shareholdings

Adjusting events

-Goodwill

-Retained profits of internal transaction

-Other

Book value of investment to associated

20,769,304.76 20,459,975.99

enterprise

Operation revenue 139,148,868.35 223,014,821.84

Net profit 2,138,273.61 4,326,770.93

Other comprehensive income

Total comprehensive income 2,138,273.61 4,326,770.93

Equity received from associated enterprises in

361,000.00 455,000.00

reporting period

109

The 2015 Annual Report of Changchai Company, Limited

X. The risk related 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 analyse all kinds of risk that the Company faced, set up

suitable risk bottom line and conduct risk management, and supervised the risks timely and reliably and control

the risk within the limited scope.

The main risks of the Company due to financial instruments were credit risk, liquidity risk and market risk.

The management level had reviewed and approved the policies to manage the risks, which summarized as follows:

(I) Credit risk

Credit risk was one party of the contract failed to fulfill the obligations and causes loss of financial assets of

the other party.

The credit of risk of the Company mainly was related to account receivable, in order to control the risk, the

Company conduct the following methods.

The Company only conducts related transaction with approved and reputable third party, in line with the

policy of the Company, the Company need to conduct credit-check for the clients adopting way of credit to

conduct transaction. In addition, the Company continuously monitors the balance of account receivable to ensure

the Company would not face the significant bad debt risk.

(II) Liquidity Risk

Liquidity risk was referred to their risk of incurring capital shortage when performing settlement obligation in

the way of cash payment or other financial assets. The policies of the Company were 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

department 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 have sufficient cash to pay the

liabilities under the case of all reasonable prediction,

(III) Market risk

Market risk is refer to risk of the fair value or future cash flow of financial instrument changed due to the

change of market price, including: foreign exchange rate risk, interest rate risk.

1. Interest rate risk

Interest rate risk was referred to risk of the fair value or future cash flow of financial instrument changed due

to the change of market interest risk.

2. Foreign exchange risk

Foreign exchange rate risk is referred to the risk incurred form the change of exchange rate. The export

sales of the Company mainly was market of Southeast Asia region which settled by USD. Though the

Company’s export business receiving part of payment for goods in advance, but the balance had 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 the fair value

1. Closing fair value of assets and liabilities calculated by fair value

Unit: RMB Yuan

Closing fair value

Fair value Fair value Fair value

Item

measurement measurement measurement Total

items at level 1 items at level 2 items at level 3

I. Consistent fair value measurement

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The 2015 Annual Report of Changchai Company, Limited

(I) Financial assets calculated by fair value

and changes record into current profits or

losses

1. Trading financial assets

(1) Debt instruments investment

(2) Equity tool investment

3. Derivative financial assets

2.Financial assets assigned measured by fair

value and the changes be included in the

current gains and losses

(1) Debt instruments investment

(2) Equity tool investment

(II) Available-for-sale financial assets 457,780,000.00 457,780,000.00

(1) Debt instruments investment

(2) Equity tool investment 457,780,000.00 457,780,000.00

(3) Other

Total assets of consistent fair value

457,780,000.00 457,780,000.00

measurement

2. Market price recognition basis for consistent and inconsistent fair value measurement items at level 1

Tradable financial assets and available for sale financial assets of the Company were funds and shares with

the closing price as the basis of fair value calculation at period-end.

XII. Related party and related Transaction

1. Information related to parent company of the Company

The actual controller of the Company is Changzhou Government State-owned Assets Supervision and

Administration Commission. As of Dec. 31 2015, it held 30.43% shares of the Company (state owned shares).

2. Subsidiaries of the Company

The details of subsidiaries of the Company please refer to equity in other entities in note to financial

statements.

3. Information on the joint ventures and associated enterprises of the Company

The details of the joint ventures and associated enterprises of the Company please refer to equity in other

entities in note to financial statements.

4. The Company had no other related party.

5. The Company had no other related transaction need to be disclosed.

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The 2015 Annual Report of Changchai Company, Limited

X I I I . C o m m i t m e nt s a n d c o n t i n g e n c y

1. Significant commitments

As of 31 Dec. 2015, there were no significant commitments to be disclosed.

2. Contingency

(1) Significant contingency at balance sheet date

Litigation and arbitration in the reporting period

Amount involved

Name of the litigation or

Name of the entity Date of accepted (RMB ten Remark

arbitration institutions

thousand)

Under the

Shandong Hongli Group Co., Changzhou Intermediate

2001.6.27 1,436.00 bankruptcy and

Ltd. People's Court

liquidation

Beijing Beiqi Changsheng Beijing Shunyi District

2013.8.12 806.36 Enforcing conduct

Automobile Co., Ltd. People's Court

Total 2,242.36

Notes to the case:

(1) About the lawsuit case of Shandong Hongli Group Co., Ltd., the accused company owed accumulatively

RMB14.36 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.

(2) As the litigation of Beijing Beiqi Changsheng Automobile Co., Ltd., the company owned our Company 8.0636

million; Beijing Shunyi District People's Court accepted the case on Aug. 12 2013. Under the auspices, two sides

concluded mediation agreement. Beiqi Changsheng pays RMB 8,063,600.00 to the Company by stage.

Although the Company bombarded many times, Beijing Beiqi Changsheng Automobile Co., Ltd did not perform

its obligation of payment in line with mediation agreement. As of the end of reporting period, the Company had

paid the payment of goods RMB 4.2 million, the Company had applied to the Court for compulsory execution.

X I V. E v e n t s a f t e r b a l a n c e she e t d a t e

1. Profit distribution

Unit: RMB Yuan

Planning allocation of profits or dividends 12,911,609.50

X V. O t h e r s i g n i fi ca n t e v e n ts

1. Segment information

Due to the operation scope of the Company and subsidiaries were similar, the Company conduct common

management, did not divide business unit, so the Company only made single branch report.

2. Other important transactions and events have an impact on investor’s decision-making

As of the approval issue date of financial statements, the Company did not complete the liquidation procedures of

2015 annual enterprise income tax.

X V I . N o t e s o f m a i n i t e m s i n t h e f in an c i a l s t ate m e n t s of t h e C o m p a n y

1. Accounts receivable

112

The 2015 Annual Report of Changchai Company, Limited

(1) Accounts receivable classified by category

Unit: RMB Yuan

Closing balance

Category Book balance Bad debt provision

Proportion Withdrawal Book value

Amount Amount

(%) proportion

Accounts receivable with

insignificant single amount

44,942,468.52 9.24 35,630,157.18 79.28 9,312,311.34

for which bad debt provision

separately accrued

Accounts receivable

withdrawal of bad debt

439,906,391.76 90.41 185,340,536.87 42.13 254,565,854.89

provision of by credit risks

characteristics:

Accounts receivable with

insignificant single amount

1,686,716.39 0.35 1,686,716.39 100.00

for which bad debt provision

separately accrued

Total 486,535,576.67 100.00 222,657,410.44 45.76 263,878,166.23

Unit: RMB Yuan

Opening balance

Category Book balance Bad debt provision

Proportion Withdrawal Book value

Amount Amount

(%) proportion

Accounts receivable with

insignificant single amount

43,791,478.96 7.96 31,949,287.94 72.96 11,842,191.02

for which bad debt provision

separately accrued

Accounts receivable

withdrawal of bad debt

504,838,706.00 91.72 185,804,594.53 36.80 319,034,111.47

provision of by credit risks

characteristics:

Accounts receivable with

insignificant single amount

1,776,159.00 0.32 1,413,014.50 79.55 363,144.50

for which bad debt provision

separately accrued

Total 550,406,343.96 100.00 219,166,896.97 39.82 331,239,446.99

Accounts receivable with significant single amount for which bad debt provision separately accrued at the

period-end

Unit: RMB Yuan

Account Bad debt Withdrawal

Book balance Withdrawal reason

receivable provision proportion

Customer 1 3,863,600.00 1,931,800.00 50.00 Estimated difficult to recover

Customer 2 1,902,326.58 1,902,326.58 100.00 Difficult to recover

Customer 3 6,215,662.64 6,193,248.32 99.64 Difficult to recover

Customer 4 4,486,746.29 2,217,955.89 49.43 Estimated difficult to recover

Customer 5 3,279,100.00 3,279,100.00 100.00 Estimated difficult to recover

Customer 6 2,742,177.01 2,742,177.01 100.00 Estimated difficult to recover

Customer 7 5,359,381.00 5,359,381.00 100.00 Difficult to recover

113

The 2015 Annual Report of Changchai Company, Limited

Customer 8 2,584,805.83 2,584,805.83 100.00 Difficult to recover

Customer 9 1,038,651.32 1,038,651.32 100.00 Difficult to recover

Customer 10 1,494,122.14 1,494,122.14 100.00 Difficult to recover

Customer 11 11,975,895.71 6,886,589.09 57.50 Estimated difficult to recover

Total 44,942,468.52 35,630,157.18

In the groups, accounts receivable adopting aging analysis method to withdraw bad debt provision:

Unit: RMB Yuan

Closing balance

Aging

Account receivable Bad debt provision Withdrawal proportion

Within 1 year 251,499,124.35 5,029,982.56 2.00

1 to 2 years 3,070,411.86 153,520.61 5.00

2 to 3 years 742,175.95 111,326.42 15.00

3 to 4 years 6,075,129.63 1,822,538.88 30.00

4 to 5 years 740,953.96 444,572.39 60.00

Over 5 years 177,778,596.01 177,778,596.01 100.00

Total 439,906,391.76 185,340,536.87

(2) Bad debt provision withdrawal, reversed or recovered in the report period

The withdrawal amount of the bad debt provision during the reporting period was of RMB12, 308,197.10; the

amount of the reversed or collected part during the reporting period was of RMB8,817,683.63.

(3) The actual write-off accounts receivable

N/A

(4) Top five of account receivable of closing balance collected by arrears party

The total amount of top five of account receivable of closing balance collected by arrears party was RMB108,

318,934.68, 22.26% of total closing balance of account receivable, the relevant closing balance of bad debt

provision withdrawn was RMB21, 417,408.33.

2. Other accounts receivable

(1) Other account receivable classified by category

Unit: RMB Yuan

Closing balance

Book balance Bad debt provision

Category Withdrawal

Proportion Book value

Amount Amount proportion

(%)

(%)

Other accounts receivable with

insignificant single amount for

2,853,188.02 8.44 2,853,188.02 100.00

which bad debt provision

separately accrued

Other accounts receivable

withdrawn bad debt provision

29,010,122.91 85.79 24,124,759.90 83.16 4,885,363.01

according to credit risks

characteristics

Other accounts receivable with

insignificant single amount for

1,952,628.15 5.77 1,952,628.15 100.00

which bad debt provision

separately accrued

Total 33,815,939.08 100.00 28,930,576.07 85.55 4,885,363.01

114

The 2015 Annual Report of Changchai Company, Limited

Unit: RMB Yuan

Opening balance

Book balance Bad debt provision

Category

Withdrawal Book value

Proportion

Amount Amount proportion

(%)

(%)

Other accounts receivable with

insignificant single amount for

2,853,188.02 8.44 2,853,188.02 100.00

which bad debt provision

separately accrued

Other accounts receivable

withdrawn bad debt provision

29,055,589.24 85.91 23,343,541.80 80.34 5,712,047.44

according to credit risks

characteristics

Other accounts receivable with

insignificant single amount for

1,910,737.23 5.65 1,910,737.23 100.00

which bad debt provision

separately accrued

Total 33,819,514.49 100.00 28,107,467.05 83.11 5,712,047.44

Other accounts receivable with significant single amount for which bad debt provision separately accrued at the

period-end

Unit: RMB Yuan

Bad debt Withdrawal Withdrawal

Other accounts receivable Book balance

provision proportion (%) reason

Changchai Group Import & Export Co., Difficult to

2,853,188.02 2,853,188.02 100

Ltd. recover

Total 2,853,188.02 2,853,188.02

In the groups, other accounts receivable adopting aging analysis method to withdraw bad debt provision:

Unit: RMB Yuan

Closing balance

Aging

Other accounts receivable Bad debt provision Withdrawal proportion (%)

Within 1 year 3,326,334.58 66,526.70 2.00

1 to 2 years 149,154.60 7,457.73 5.00

2 to 3 years 700,859.60 105,128.94 15.00

3 to 4 years 419,414.38 125,824.31 30.00

4 to 5 years 1,486,343.82 891,806.29 60.00

Over 5 years 22,928,015.93 22,928,015.93 100.00

Total 29,010,122.91 24,124,759.90

(2) Bad debt provision withdrawal, reversed or recovered in the report period

The withdrawal amount of the bad debt provision during the reporting period was of RMB823, 109.02; the amount

of the reversed or collected part during the reporting period was of RMB 0.

(3) The actual write-off other accounts receivable

N/A

(4) Other account receivable classified by account nature

115

The 2015 Annual Report of Changchai Company, Limited

Unit: RMB Yuan

Nature Closing balance Opening balance

Guarantee and cash pledge 4,200.00 4,200.00

Unit current amount 17,463,134.91 17,481,166.27

Petty cash &employee borrowing 1,560,886.41 1,575,915.66

Other 14,787,717.76 14,758,232.56

Total 33,815,939.08 33,819,514.49

(5) Top 5 of the closing balance of the other accounts receivable collected according to the arrears party

Unit: RMB Yuan

Closing Proportion Bad debt

Name of the entity Nature Aging

balance % provision

Changzhou Compressor Co., Ltd. Intercourse funds 2,940,000.00 Over 5 years 8.69 2,940,000.00

Changchai Group Import &

Intercourse funds 2,853,188.02 Over 5 years 8.44 2,853,188.02

Export Co., Ltd.

Changzhou New District

Intercourse funds 1,626,483.25 Over 5 years 4.81 1,626,483.25

Accounting Center

OEM Group Settlement Center Intercourse funds 1,140,722.16 Over 5 years 3.37 1,140,722.16

Changzhou Xingsheng Property

Intercourse funds 664,451.84 Over 5 years 1.97 13,289.04

Management Co., Ltd.

Total 9,224,845.27 27.28 8,573,682.47

3. Long-term equity investment

Unit: RMB Yuan

Closing balance Opening balance

Item Depreciatio Depreciatio

Book balance Book value Book balance Book value

n reserves n reserves

Investment to the

184,466,500.00 184,466,500.00 184,466,500.00 184,466,500.00

subsidiary

Investment to joint

ventures and

20,813,487.26 44,182.50 20,769,304.76 20,504,158.49 44,182.50 20,459,975.99

associated

enterprises

Total 205,279,987.26 44,182.50 205,235,804.76 204,970,658.49 44,182.50 204,926,475.99

(1) Investment to the subsidiary

Unit: RMB Yuan

Withdraw

n

Closing

impairmen

Opening balance of

Investee Increase Decrease Closing balance t provision

balance impairment

in the

provision

reporting

period

Changchai Wanzhou

Diesel Engine Co., 51,000,000.00 51,000,000.00

Ltd.

116

The 2015 Annual Report of Changchai Company, Limited

Changzhou

Changchai Benniu

96,466,500.00 96,466,500.00

Diesel Engine Fittings

Co., Ltd.

Changzhou Housheng

30,000,000.00 30,000,000.00

Investment Co., Ltd.

Changzhou

Changchai Housheng

7,000,000.00 7,000,000.00

Agricultural

Equipment Co., Ltd.

Total 184,466,500.00 184,466,500.00

(2) Investment to joint ventures and associated enterprises

Unit: RMB Yuan

Increase/decrease in reporting period

Investment

Opening Adjustment of

Investee profit and loss

balance Additional Negative other

recognized

investment investment comprehensive

under the

income

equity method

Subsidiary of joint venture

Changzhou Fuji Changchai

Robin Gasoline Engine Co., 20,459,975.99 670,328.77

Ltd.

Beijing Tsinghua Xingye

Industrial Investment 44,182.50

Management Co., Ltd.

Total 20,504,158.49 670,328.77

(Continued)

Unit: RMB Yuan

Increase/decrease in reporting period

Closing

Declaration of Closing balance of

Investee Changes Withdrawn

cash balance impairment

of other impairment Other provision

dividends or

equity provision

profits

Subsidiary of joint venture

Changzhou Fuji

Changchai Robin

361,000.00 20,769,304.76

Gasoline Engine Co.,

Ltd.

Beijing Tsinghua Xingye

Industrial Investment 44,182.50 44,182.50

Management Co., Ltd.

Total 361,000.00 20,813,487.26 44,182.50

117

The 2015 Annual Report of Changchai Company, Limited

4. Revenues and operating costs

Unit: RMB Yuan

Item Reporting period Same period of last year

Revenue Operating costs Revenue Operating costs

Main operations 2,495,008,065.10 2,115,049,779.90 2,469,762,995.76 2,120,724,877.54

Other operations 21,857,546.18 14,537,700.98 24,576,560.38 14,038,318.73

Total 2,516,865,611.28 2,129,587,480.88 2,494,339,556.14 2,134,763,196.27

5. Investment income

Unit: RMB Yuan

Same period of last

Item Reporting period

year

Long-term equity investment income accounted by cost method 2,446,600.00

Long-term equity investment income accounted by equity method 670,328.77 1,366,650.26

Investment income arising from disposal of long-term equity

-250,797.67

investments

Investment income received from holding of available-for-sale

5,829,840.00 10,120,500.00

financial assets

Investment income from disposal of bank financial products 468,547.94

Financing security gains 839,681.00

Total 7,808,397.71 13,682,952.59

XVII. S u p p l e m e n t ar y m a t e r i a l s

1. Items and amounts of extraordinary gains and losses

Unit: RMB Yuan

Item Amount Explanation

Gains/losses on the disposal of non-current assets 211,929.61

Tax rebates, reductions or exemptions due to approval beyond

11,903,636.62

authority or the lack of official approval documents

Included in current profit and loss against the non-financial

1,523,155.52

enterprises occupation fee funds collected

Gain/loss from change of fair value of transactional assets and

liabilities, and investment gains from disposal of transactional

financial assets and liabilities and available-for-sale financial assets, 1,793,021.58

other than valid hedging related to the Company’s common

businesses

Other non-operating income and expenses other than the above -4,109,778.32

Income tax effects 1,747,894.80

Minority interests effects 59,740.01

Total 9,514,330.20

118

The 2015 Annual Report of Changchai Company, Limited

2. Return on equity (ROE) and earnings per share (EPS)

Unit: RMB Yuan

Weighted average EPS (Yuan/share)

Profit as of reporting period

ROE (%) EPS-basic EPS-diluted

Net profit attributable to common shareholders of

3.53 0.13 0.13

the Company

Net profit attributable to common shareholders of

the Company after deduction of non-recurring profit 3.06 0.11 0.11

and loss

119

The 2015 Annual Report of Changchai Company, Limited

Section XI. Documents Available for Reference

Including the following documents:

1. 2015 Annual Report with the signature of the Board Chairman of the Company;

2. Financial Statements carrying the signatures and seals of the responsible person of the Company, the head of the

accounting work as well as the head of the accounting organ;

3. Text of the Auditor’s Report with the seal of the accounting firm and the signatures and seals of the certified

public accountants;

4. Originals of all documents of the Company ever disclosed publicly in the reporting period on media designated

by China Securities Regulatory Commission such as the Securities Times and Ta Kung Pao and the originals of all

the public notices; and

5. Articles of Association of the Company.

The above-mentioned documents available for reference are all placed in the Secretariat of the Board of Directors

of the Company.

This report is prepared in both Chinese and English. Should there be any understanding discrepancy between the

two versions, the Chinese version shall prevail.

120

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