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苏常柴B:2025年年度报告(英文版)

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Changchai Company Limited Annual Report 2025

CHANGCHAI COMPANY LIMITED

ANNUAL REPORT 2025

April 2026

1Changchai Company Limited Annual Report 2025

Part I Important Notes Table of Contents and Definitions

The Board of Directors (or the “Board”) the Supervisory Committee as well as the directors

supervisors and senior management of Changchai Company Limited (hereinafter referred to

as the “Company”) hereby guarantee the factuality accuracy and completeness of the

contents of this Report and its summary and shall be jointly and severally liable for any

misrepresentations misleading statements or material omissions therein.Xie Guozhong the Company’s legal representative and General Manager and Jiang He head

of the Company’s financial department (equivalent to financial manager) hereby guarantee

that the Financial Statements carried in this Report are factual accurate and complete.All the Company’s directors have attended the Board meeting for the review of this Report

and its summary.Any plans for the future and other forward-looking statements mentioned in this Report shall

NOT be considered as absolute promises of the Company to investors. Therefore investors

are kindly reminded to pay attention to possible investment risks.The Company has described in detail the risks it might face in “XI Prospects” in “Part IIIManagement Discussion and Analysis” herein.The Board has approved a final dividend plan as follows: based on the 705692507 shares a

cash dividend of RMB0.22 (tax inclusive) per 10 shares is to be distributed to the shareholders

with no bonus issue from either profit or capital reserves.

2Changchai Company Limited Annual Report 2025

Table of Contents

Part I Important Notes Table of Contents and Defin... 2

Part II Corporate Information and Key Financial In....6

Part III Management Discussion and Analysis ........ 11

Part IV Corporate Governance ........................39

Part V Significant Events ...........................57

Part VI Share Changes and Shareholder Information....66

Part VII Bonds ..................................... 74

Part VIII Financial Statements ......................75

3Changchai Company Limited Annual Report 2025

Documents Available for Reference

1. The financial statements signed and sealed by the Company’s legal representative General

Manager and head of the financial department.

2. The original copy of the Independent Auditor’s Report signed and sealed by the CPAs as well as

sealed by the CPA firm.

3. The originals of all the Company’s documents and announcements which were disclosed on

Securities Time and Ta Kung Pao (HK) (newspapers designated by the CSRC for information

disclosure) during the Reporting Period.

4. The Annual Report disclosed in other securities markets.

The above-mentioned documents available for reference are all kept in the Secretariat of the Board

of Directors of the Company.This Report has been prepared in both Chinese and English. Should there be any discrepancies or

misunderstandings between the two versions the Chinese version shall prevail.

4Changchai Company Limited Annual Report 2025

Definitions

Term Definition

Changchai Company Limited and its consolidated subsidiaries

“Changchai” the “Company” or “we”

except where the context otherwise requires

Changchai Benniu Changzhou Changchai Benniu Diesel Engine Fittings Co. Ltd.Changchai Wanzhou Changchai Wanzhou Diesel Engine Co. Ltd.Horizon Investment Changzhou Horizon Investment Co. Ltd.Horizon Agricultural Equipment Changzhou Changchai Horizon Agricultural Equipment Co. Ltd.Changchai Robin Changzhou Fuji Changchai Robin Gasoline Engine Co. Ltd.Changchai Machinery Jiangsu Changchai Machinery Co. Ltd.Xingsheng Real Estate Management Changzhou Xingsheng Real Estate Management Co. Ltd.Zhenjiang Siyang Zhenjiang Siyang Diesel Engine Manufacturing Co. Ltd.Expressed in the Chinese currency of Renminbi expressed in tens

RMB RMB’0000

of thousands of Renminbi

The “Reporting Period” or “CurrentThe period from 1 January 2025 to 31 December 2025Period”

5Changchai Company Limited Annual Report 2025

Part II Corporate Information and Key Financial Information

I Corporate Information

Stock name Changchai Changchai B Stock code 000570 200570

Stock exchange for stock listing Shenzhen Stock Exchange

Company name in Chinese 常柴股份有限公司

Abbr. 苏常柴

Company name in English (if any) CHANGCHAI COMPANYLIMITED

Abbr. (if any) CHANGCHAI CO.LTD.Legal representative Xie Guozhong

Registered address 123 Huaide Middle Road Changzhou Jiangsu China

Zip code 213002

Registered addresses previously

N/A

used

Office address 123 Huaide Middle Road Changzhou Jiangsu China

Zip code of office address 213002

Company website http://www.changchai.com.cn

Email address cctqm@public.cz.js.cn

II Contact Information

Board Secretary Securities Representative

Name He Jianjiang

123 Huaide Middle Road

Address

Changzhou Jiangsu China

Tel. (86) 519-68683155

Fax (86) 519-86630954

Email address cchjj@changchai.com

III Media for Information Disclosure and Place where this Report Is Lodged

Stock exchange website where this Report is

disclosed Shenzhen Stock Exchange: http://www.szse.cn

Media name: Securities Times Ta Kung Pao (HK)

Media and website where this Report is disclosed

http://www.cninfo.com.cn

6Changchai Company Limited Annual Report 2025

Place where this Report is lodged Board Secretariat of the Company

IV Change to Company Registered Information

Unified social credit code 91320400134792410W

Change to principal activity of the

No change

Company since going public

On 22 November 2018 the State-owned Assets Supervision and

Administration Commission of Changzhou Municipal People’s

Every change of controlling shareholder Government transferred its entire holdings of 170845236 shares

since incorporation in the Company (a stake of 30.43%) to Changzhou Investment

Group Co. Ltd. for no compensation which has thus become the

controlling shareholder of the Company.V Other Information

The independent audit firm hired by the Company:

Name Zhongxinghua Certified Public Accountants (Special GeneralPartnership)

Office address 20th Floor South Building Building 1 Yard 20 Lize RoadFengtai District Beijing China

Accountants writing signatures Wang Jun Li PengchengLu Xia

The independent sponsor hired by the Company to exercise constant supervision over the Company in the

Reporting Period:

□ Applicable √ Not applicable

The independent financial advisor hired by the Company to exercise constant supervision over the Company in

the Reporting Period:

□ Applicable √ Not applicable

VI Key Financial Information

Indicate by tick mark whether there is any retrospectively restated datum in the table below.□ Yes √ No

2025 2024 2025-over-2024change (%) 2023

Operating revenue

(RMB) 2476325822.68 2415869028.32 2.50% 2155698787.49

Net profit attributable to

the listed company’s 50820986.84 18489896.00 174.86% 108495607.05

shareholders (RMB)

Net profit attributable to

the listed company’s

shareholders before 20573578.22 52958683.45 -61.15% -47466184.54

exceptional gains and

losses (RMB)

7Changchai Company Limited Annual Report 2025

Net cash generated

from/used in operating 289562549.07 -154292968.70 —— 137189827.35

activities (RMB)

Basic earnings per share

(RMB/share) 0.0720 0.0262 174.81% 0.1537

Diluted earnings per

share (RMB/share) 0.0720 0.0262 174.81% 0.1537

Weighted average return

on equity (%) 1.49% 0.55% 0.94% 3.19%

Change of 31

31 December 2025 31 December December 20252024 over 31 December 31 December 2023

2024(%)

Total assets (RMB) 5578281300.02 5381900903.82 3.65% 5159394958.92

Equity attributable to the

listed company’s 3443190677.55 3362683464.32 2.39% 3398946911.23

shareholders (RMB)

Indicate by tick mark whether the lower of the net profit attributable to the listed company’s shareholders before

and after exceptional gains and losses was negative for the last three accounting years and the latest independent

auditor’s report indicated that there was uncertainty about the Company’s ability to continue as a going concern.□ Yes √ No

Indicate by tick mark whether the lower of the net profit attributable to the listed company’s shareholders before

and after exceptional gains and losses was negative.□ Yes √ No

VII Accounting Data Differences under China’s Accounting Standards for Business Enterprises (CAS) and

International Financial Reporting Standards (IFRS) and Foreign Accounting Standards

1. Net Profit and Equity under CAS and IFRS

□ Applicable √ Not applicable

No difference for the Reporting Period.

2. Net Profit and Equity under CAS and Foreign Accounting Standards

□ Applicable √ Not applicable

No difference for the Reporting Period.VIII Key Financial Information by Quarter

Unit: RMB

Q1 Q2 Q3 Q4

Operating revenue 897763657.72 663422968.11 501193579.88 413945616.97

Net profit attributable to the

43720636.9529702177.74-28933980.406332152.55

listed company’s shareholders

8Changchai Company Limited Annual Report 2025

Net profit attributable to the

listed company’s shareholders

40468902.2115828598.38-40744294.495020372.12

before exceptional gains and

losses

Net cash generated from/used in

-14769195.97-59536914.66-140609621.01504478280.71

operating activities

Indicate by tick mark whether any of the quarterly financial data in the table above or their summations differs

materially from what have been disclosed in the Company’s quarterly or interim reports.□ Yes √ No

IX Exceptional Gains and Losses

√ Applicable □ Not applicable

Unit: RMB

Item 2025 2024 2023 Note

Gain or loss on disposal

of non-current assets

36192896.62304377.71105702551.01

(inclusive of impairment

allowance write-offs)

During the reporting

Government grants period the governmentsubsidies recorded in

recognized in current the current profit and

profit or loss (exclusive loss of our company

of those that are closely amounted to RMB19536041.34. After

related to the Company's deducting the

normal business government subsidies

operations and given in related to assets

15437236.88 3477338.38 3009573.87 transferred from

accordance with defined deferred income of

criteria and in RMB 3409729.46 and

compliance with the job stabilization

government policies and subsidies of RMB689075.00 the

have a continuing impact government subsidies

on the Company's profit recorded in the current

or loss) non-recurring profit andloss were RMB

15437236.88.

During the reporting

In addition to effective period the stock prices

hedging activities related of Jiangsu Liance

to the normal business Electromechanical

operations of the same -13253234.92 -58411420.91 74628323.54 Technology Co. Ltd.and Kailong High-Tech

company the profit and Co. Ltd. held by

loss from changes in fair Horizon Investment a

value arising from wholly-owned

subsidiary of the

9Changchai Company Limited Annual Report 2025

non-financial enterprises company increased

holding financial assets compared to thebeginning of the period.and financial liabilities Meanwhile the fair

as well as the profit and value of the equity held

loss arising from the by the company in

Jiangsu Horizon New

disposal of financial Energy Technology Co.assets and financial Ltd. decreased

liabilities compared to the

beginning of the period.Profit and loss from

entrusting others to 789983.38 1122559.94

invest or manage assets

Reversal of impairment

provision for accounts

567167.687735818.1421618.24

receivable separately

tested for impairment

Debt restructuring gains

and losses -42868.87 267434.70

Other non-operating

income and expenses

-1163570.191952095.73-254543.89

other than those

mentioned above

Less: Income tax impact 8030670.45 -9444181.95 27193473.11

Impact amount of

minority shareholders' 249531.51 361173.09 -47741.93

equity (after tax)

Total 30247408.62 -34468787.45 155961791.59 --

Particulars about other items that meet the definition of exceptional gain/loss:

□ Applicable √ Not applicable

No such cases for the Reporting Period.Explanation of why the Company reclassifies as recurrent an exceptional gain/loss item listed in the Explanatory

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

Public—Exceptional Gain/Loss Items:

□ Applicable √ Not applicable

No such cases for the Reporting Period.

10Changchai Company Limited Annual Report 2025

Part III Management Discussion and Analysis

I Principal Activity of the Company in the Reporting Period

1. Principal Operations of the Company

We mainly specialize in the R&D manufacture and sales of diesel engines under the brand "Changchai" and

gasoline engines under the brand "Robin". Our products are mainly used in agricultural machinery small

engineering machinery generator sets and shipborne machinery and other fields closely related to people's

livelihood.In the Reporting Period there were no major changes in the Company's core business and main products.

2. Main Products of the Company

Our main products are divided into two categories: diesel engines and gasoline engines. The details are as follows:

Main

Product Application

produc Graphic display Product description

features fields

ts

Our diesel engine products include

single-cylinder diesel engines and High power low Agricultural

multi-cylinder engines covering oil consumption machinery

power range from 3kW to 180kW low noise construction

Diesel

and cylinder diameters from 70mm compact machinery

engine

to 140mm. Besides sale in domestic structure low generator sets

market our diesel engines are sold emission good shipborne

to Southeast Asia South America reliability machinery

the Middle East and Africa.Our gasoline engines are mainly

general-purpose small gasoline

engines covering the power range Agricultural

Simple structure

Gasolin from 1.5kW to 9.0kW. Besides sale machinery

good reliability

e in domestic market our gasoline small

easy

engine engines are sold to Southeast Asia construction

maintenance

the Middle East Europe and machinery

America Africa Japan and other

countries and regions.

3. Major Business Models

(1) R&D model

We have established an innovative technology management system for internal combustion engine based on

market demand and forward-looking technologies. Prior to the new products or new technologies development

the marketing department first conducts market assessment and customer research and then initiates a project

according to the forecasted market demand; the technology center conducts development according to the project

materials and collects feedback information from the market and customers in real time during the development

11Changchai Company Limited Annual Report 2025

process to ensure technology leadership and product suitability.

(2) Purchasing model

We adopt the "purchase-to-order" purchasing model. The ERP system converts the sales orders the sales plan

developed by the sales department and the production plan drawn up by the production department into the

demand of parts needed and the purchasing department organizes the purchase according to such demand.Meanwhile the purchasing department makes a plan to guide parts procurement according to the sales

department's sales plan and provide it to the supplier and urge the supplier to prepare for the goods.

(3) Production model

We adopt the "make-to-order" production management model. The sales department makes sales plans for

different stages according to the orders in hand sales data in previous years market demand judgment and

feedback of existing customers' purchasing intentions. The Company's production department makes the

production plan according to the sales orders displayed in the ERP system the sales plan made by the sales

department and the reserve inventory demand and organizes the production task in strict accordance with the plan.During the production process the quality assurance department arranges regular inspection to ensure the product

quality.

(4) Sale model

We adopt the sales model of "direct selling + distribution" i.e. the direct selling model for the main engine factory

and the distribution model for the individual circulation market represented by farmers and overseas market.

4. The Company's position in the market

We mainly specialize in the R&D manufacture and sales of diesel engines under the brand "Changchai" and

gasoline engines under the brand "Robin". Up to now we have successfully developed a number of advanced core

technologies with independent intellectual property rights. In terms of diesel engine according to the statistics of

China Internal Combustion Engine Industry Association (CICEIA) as the largest small- and medium-sized

single-cylinder diesel engine manufacturer in the agricultural machinery industry of China we have maintained a

high market share of single-cylinder engines and our market share of single-cylinder diesel engines of some

power ranges has ranked first in China. For many years in the process of achieving steady economic development

of the enterprise we developed in a sound manner and cultivated the "Changchai" brand a famous small diesel

engine brand of China with independent intellectual property rights.

5. Key Performance Drivers

(1) National policy driver

In recent years the country has introduced a series of policies to support the development of the agricultural

machinery market including subsidy policies for the purchase and scrapping of agricultural machinery as well as

support policies for the agricultural machinery circulation industry. The No. 1 central document of 2026 focuses

on agricultural and rural modernization and comprehensive rural revitalization. With the core objectives of

enhancing the comprehensive productive capacity of agriculture and stabilizing food security it proposes three

major upgrading directions for agricultural machinery: high-end intelligence green and low-carbon and hillside

adaptability. By optimizing subsidies and expanding scenarios it aims to release industrial dividends and promote

the transformation of agricultural machinery equipment into new productive forces.The "Work Plan for Stabilizing Growth in the Machinery Industry (2025-2026)" proposes to leverage policies

such as subsidies for the purchase and application of agricultural machinery as well as subsidies for the scrapping

and renewal of agricultural machinery to promote the "preferential subsidies for superior machines" and "inflow

and outflow" of subsidized machinery and to facilitate the application and promotion of advanced and applicable

agricultural machinery equipment.

12Changchai Company Limited Annual Report 2025

The "Guiding Opinions of the Ministry of Agriculture and Rural Affairs on Vigorously Developing Smart

Agriculture" and the "National Smart Agriculture Action Plan (2024-2028)" emphasize the innovative research

development promotion and application of advanced and applicable smart agricultural machinery. This aims to

facilitate the deep integration of technological innovation and industrial innovation providing strong

technological equipment support for the development of modern agriculture. The introduction and implementation

of a series of policies benefiting and supporting farmers will contribute to the high-quality development of the

agricultural machinery industry ushering in a favorable policy environment for the sustainable development of

high-end products.

(2) Industrial chain synergy empowers the sustainable development of the Company

We have built our own casting manufacturing and processing plants to meet the use requirements of some diesel

engine parts. In terms of production and quality we have formed a significant synergy with its own internal

combustion engine assembly team. Our casting manufacturing team and internal combustion engine assembly

team work together to form a mutually reinforcing positive feedback loop to assist the Company in integrating the

internal combustion engine industry chain and building differentiated industry barriers. In terms of collaborative

production the reduction of external purchase is of great significance for the Company to reduce process flow

reduce intermediate loss improve production efficiency shorten delivery time and increase purchasing bargaining

power. In terms of quality coordination the self-built foundry can improve our quality control of parts to improve

the yield and reliability of internal combustion engines.

(3) Stable and efficient R&D team

We have experienced technical management team and perfect technical support team. Our key technical personnel

and R&D management personnel have been engaged in internal combustion engine R&D design production and

manufacturing for a long time. With profound professional knowledge and rich practical experience they can

make strong forward-looking and scientific judgment in the market direction and technical route. Also we have

established an effective training mechanism to foster talented persons for the follow-up R&D.

(4) Well-known brand with many well-known customers

The Company formerly known as Changzhou Diesel Engine Factory is a national industrial enterprise with a

history of a hundred years and one of the earliest professional internal combustion engine manufacturers in China.Our diesel and gasoline engines as power sources of agricultural machinery and commercial vehicles show

excellent performance in power range reliability power per liter noise control and emission standards and have

been recognized by customers. We maintained a long-term partnership with major customers with cumulative

partnership time exceeding 15 years. Many main engine plant customers of the Company are well-known

enterprises in the agricultural machinery industry with their market shares being at the forefront of the market.II The industry situation in which the company operates during the reporting period

We are a manufacturer of internal combustion engines and fittings in general equipment manufacturing. According

to the classification of fuel used internal combustion engines are mainly divided into diesel engines and gasoline

engines. Our diesel engines and gasoline engines are mainly used in non-road mobile machinery fields such as

harvesters tractors plant protection machinery small engineering machinery and shipborne machinery.

(1) Basic information on the industry

Internal combustion engines (ICEs) serve as a crucial pillar for safeguarding China's manufacturing industry

energy security and national defense security. They are also a fundamental cornerstone for the sustained

development of the national economy and the modernization of national defense. As thermal power devices that

13Changchai Company Limited Annual Report 2025

currently lead in thermal efficiency excel in power density and have the widest range of application scenarios

ICEs occupy an irreplaceable core position in the power equipment system. In alignment with the strategic

objectives of carbon peaking and carbon neutrality as well as the overall requirements for high-quality

development in the manufacturing industry the ICE and agricultural machinery equipment industries are

accelerating the implementation of innovation-driven development strategies. They are focusing on enhancing

their independent innovation capabilities continuously promoting the construction of common key technology

platforms and strengthening the resilience and safety levels of industrial and supply chains. Simultaneously the

industry is actively advancing intelligent manufacturing and green manufacturing accelerating its transformation

and upgrading towards high efficiency intelligence and cleanliness and fully supporting the construction of a

modern industrial system.

(2) Development pattern and trend of the industry

The "15th Five-Year Plan" period marks a crucial stage for China to achieve its carbon peaking goal and the

internal combustion engine (ICE) industry is entering a strategic window for transformation and reshaping. The

"two new" policies of 2026 provide clear guidance for the promotion of green and intelligent products and the

low-carbon upgrading of industries making energy conservation and carbon reduction the core task for

high-quality development in the sector. Driven by both policy guidance and market demand the industry is

accelerating its layout of a diversified fuel power technology system with the application of low-carbon and

zero-carbon fuels becoming an important direction. Hybrid power (including extended range) serves as a key path

for the transition from internal combustion power to new energy continuously playing an irreplaceable role in the

commercial vehicle and non-road sectors. Through the concerted efforts of combustion optimization emission

control and intelligent monitoring ICEs are accelerating their upgrade towards high efficiency intelligence

cleanliness and low carbon. The deep integration of digital technology and manufacturing processes coupled

with continuously enhanced synergy across the industrial chain is injecting new momentum into the industry's

leap towards high-end development. Relying on technological breakthroughs and systematic innovations the ICE

industry will continue to consolidate its foundation as a driving force for national economic and defense security.In recent years the country has introduced a series of policies to support the development of the agricultural

machinery market including policies on agricultural machinery purchase subsidies scrapping and renewal

subsidies and support for the agricultural machinery circulation industry. The No. 1 central document of 2026

focuses on agricultural and rural modernization and comprehensive rural revitalization. With the core objectives

of enhancing comprehensive agricultural production capacity and stabilizing food security it proposes three major

upgrading directions for agricultural machinery: high-end intelligence green and low-carbon and hillside

adaptability. By optimizing subsidies and expanding scenarios it aims to release industrial dividends and promote

the transformation of agricultural machinery equipment into new productive forces.In 2025 influenced by factors such as low grain prices and frequent abnormal weather China's agricultural

machinery market as a whole performed below expectations. The industry underwent accelerated differentiation

amidst adjustments with the trend of structural transformation becoming increasingly evident. In terms of product

structure traditional mainstay products exhibited sluggish performance but there was uneven performance in

different segments. The tractor market saw a year-on-year decline in production yet large tractors achieved

growth and high-end models such as power-shift tractors experienced leapfrog growth breaking the dominant

position of traditional mechanical-shift tractors. The harvesting machinery market declined overall but its

structure continued to be optimized with an increase in the proportion of large-feed models and tracked

harvesters bucked the trend with their export advantages. The rice transplanter market showed differentiation with

high-speed riding models experiencing a decline in production due to subsidy adjustments while hand-guided

models achieved growth due to price advantages and adjusted agronomic needs. Micro-tillers as a representative

14Changchai Company Limited Annual Report 2025

category of mechanization in hilly and mountainous areas performed impressively.From the perspective of competition the industry reshuffle is accelerating and market concentration is

continuously increasing. Leading enterprises leveraging their technological channel and brand advantages have

steadily expanded their market share and occupied a dominant position in niche areas. Most small and

medium-sized enterprises operate on a smaller scale and face increased survival pressures. Looking at the trend of

upgrading high-end and intelligent products have become the focus of enterprises' efforts. High-end tractors such

as power shift and infinitely variable speed have entered large-scale applications; the integration of high-precision

automatic drive systems with Beidou is accelerating; the industrialization of new energy agricultural machinery is

accelerating with breakthroughs in hybrid tractors and electric drive seeders. In terms of export performance

agricultural machinery exports have become an important driving force for industry development with a rapid

growth in total volume with countries along the Belt and Road contributing the majority of the share. Looking at

policy orientation 2026 as the first year of the 15th Five-Year Plan will see continued efforts in large-scale

equipment renewal and subsidies for agricultural machinery purchase and application with policies oriented

towards "preferential subsidies for superior machinery" forcing enterprises to transform towards high-tech and

high-value-added fields. With technological development agricultural machinery is shifting towards high-end

intelligent digital and green directions with significant growth potential in areas such as intelligent agricultural

machinery equipment machinery for hilly and mountainous areas and specialty economic crops new energy

agricultural machinery agricultural robots and unmanned systems and agricultural machinery after-market

services. In the process of national strategic deployment and transformation and upgrading the agricultural

machinery market still has vast potential for development.III Core Competitiveness Analysis

1. Advantages in Brand

Changchai is a century-old national industrial enterprise and one of China’s earliest specialized manufacturers of

internal combustion engines. The "Changchai" brand is recognized as a China Famous Trademark and its diesel

engines are China Brand Name Products. The company has obtained certifications including ISO 9001 IATF

16949 (Quality Management System) ISO 14001 (Environmental Management System) and IATF 16949

(Automotive Product Quality Management System) as well as obtain the AOE advanced certification from the

Chinese Customs.Changchai has been repeatedly listed among China’s Top 100 Machinery Industry Enterprises and China’s

Industry Leading Enterprises. It has been honored with titles such as:

* National Contract-Honoring & Creditworthy Enterprise

* Leading Agricultural Machinery Components Enterprise in China

* AAA Credit-Rated Agricultural Machinery Enterprise

* Jiangsu Provincial Quality Management Excellence Award

* Changzhou Mayor’s Quality Award

* "Fine Farming Cup" Award for Top 10 Most Satisfactory After-Sales Service Brands (multiple years)

During the reporting period the company was further recognized as:

* National Product & Service Quality Integrity Demonstration Enterprise

* China Agricultural Machinery Annual TOP50+ Supporting Supplier Award

* Key Large-Scale Machinery Industry Enterprise

* Outstanding Brand in Jiangsu Agricultural Equipment Industry

15Changchai Company Limited Annual Report 2025

* Jiangsu Contract-Honoring & Creditworthy Enterprise

Over the years while achieving steady economic growth Changchai has cultivated and developed the

"Changchai" brand—a renowned national brand in China’s small diesel engine industry with independent

intellectual property rights and a strong reputation at home and abroad.

2. Technological Advantages

Changchai operates a National-Level Technical Center a Postdoctoral Research Station and the Jiangsu

Provincial Small- and Medium-Power Internal Combustion Engine Engineering Research Center. The company

specializes in manufacturing single- and multi-cylinder diesel engines in the small-to-medium power range

offering the most comprehensive product portfolio and broadest power coverage in China’s small diesel engine

sector with independent IP rights for all core products.During the reporting period the company obtained the re-evaluation certificate for the National Enterprise

Technology Center was awarded the first prize for outstanding quality management team activity achievements in

the 2025 National Machinery Industry and its M15 diesel engine was honored with the Agricultural Machinery

Supplier Technology Innovation Award of the Year. During the reporting period the company was granted 32

patents. By the end of 2025 the company had a total of 209 valid patents authorized both domestically and

internationally including 42 domestic invention patents and 4 international invention patents.

3. Marketing & Service Advantages

Changchai adheres to a market-centered approach continuously exploring new marketing strategies that adapt to

market development. It implements a "five-in-one" management approach encompassing "complete machine

sales spare parts supply three-guarantee services capital recovery and information feedback". Changchai has

established a nationwide sales and service network with 24 sales service centers and 746 special maintenance

stations. Its service outlets are spread throughout urban and rural areas making it one of the more comprehensive

and widely-covered sales and service networks in the national small and medium-sized diesel engine industry.Under the unified command of the company's headquarters the "Changchai Customer Call Center" Changchai

provides customers with high-quality pre-sale in-sale and after-sale services adhering to the service principles of

"proactive fast convenient and accurate". Additionally to meet the non-road National IV emission requirements

and provide more precise after-sale services to customers the company has specially developed a service

monitoring platform with Changchai characteristics.IV Core Business Analysis

1. Overview

In 2025 the global economic recovery was sluggish geopolitical games intensified and the external environment

became more complex and severe. Domestically the economy sought progress while maintaining stability and the

overall trend of recovery and improvement was further consolidated. However issues such as contradictions in the

supply-demand structure and insufficient effective demand remained prominent. The agricultural machinery

industry was in a critical transition period characterized by both slowing growth and structural adjustment.Affected by factors such as low grain prices frequent extreme weather and declining operational profits for users

the traditional agricultural machinery market continued to face pressure with market demand shifting from

incremental expansion to stock renewal. Emerging fields such as smart agricultural machinery and new energy

equipment experienced growth against the trend with demand for high-end products increasing and the industrial

structure continuously optimizing. The market evolved towards high-end intelligent and diversified development

and the agricultural machinery industry steadily moved towards a new stage of high-quality development amidst

16Changchai Company Limited Annual Report 2025

adjustments. The company anchored its development strategy closely adhered to its annual business objectives

and all employees worked together to deepen product research and development market expansion and quality

improvement building a solid core competitive advantage and promoting the sustained high-quality development

of the enterprise. During the reporting period the company sold 651700 diesel engines gasoline engines and

units of various types achieving a total sales revenue of RMB 2.476 billion an increase of 2.50% compared to the

same period last year.In terms of product research and development and supporting facilities the company has continuously increased

its R&D investment obtained multiple new domestic and international patent authorizations laying a solid

foundation for technological upgrading. In the field of multi-cylinder engines several key products have

undergone optimization and iteration and have been launched in batches with significant breakthroughs in core

component technology. Key products have been matched with and produced in batches by harvesting machinery

OEM enterprises successfully entering the mainstream market of high-horsepower power for harvesting

machinery and achieving precise layout in new markets. At the same time the company has steadily promoted the

development of high-horsepower platforms and light engine series products continuously enriching its product

portfolio. Substantial progress has been made in hybrid technology with the completion of the configuration

design of an extended-range hybrid system for tractors of specific horsepower achieving a key leap in the

technological route.In terms of sales and services within the domestic market the single-cylinder engine has consistently maintained

a stable market share among original equipment manufacturers and industrial supporting areas. It actively

explores emerging and niche markets effectively hedges against downward market pressure and drives sales to

stabilize and rebound. The multi-cylinder engine has intensified the promotion of new products in advantageous

fields strengthened terminal market collaboration and steadily expanded into niche markets such as construction

machinery and generator sets. The development and breakthrough of unit product supporting have moved towards

diversification specialization and segmentation. In terms of export sales the scale of exports has significantly

increased with robust growth momentum in core and emerging markets providing strong support for building a

new development pattern where domestic and international dual cycles mutually reinforce each other.Simultaneously the company continues to optimize its sales network strictly regulates cross-regional sales

management and further enhances the quality and control level of sales channel operations.In terms of quality management the company takes system reconstruction as the core clarifies the key objectives

of system establishment and takes multiple measures to improve the quality management system. It carries out

special work to tackle key issues related to product quality effectively optimizes product quality levels and builds

a unique quality management system. Simultaneously it implements organizational structure innovation achieves

iterative upgrades of quality management methods and deeply reshapes quality culture. In terms of supply chain

construction the company establishes an SQE supplier quality management project team to further standardize the

inspection and evaluation mechanism for new suppliers continuously improving the standardization and

refinement level of supplier management. Under the premise of ensuring supply quality and stability various

effective measures are taken to reasonably reduce procurement costs and enhance the overall efficiency of the

supply chain. The production system maintains efficient operation continuously reduces production and

operational costs through optimizing production processes and management models improves labor productivity

and enhances the comprehensive competitiveness of enterprise production and operation.In terms of internal management the company adheres to high-quality party building to lead development

thoroughly studies and implements relevant spirits promotes the comprehensive and in-depth development of

strict party governance strengthens discipline inspection and supervision strictly enforces discipline rules

encourages party members and cadres to take on responsibilities and fully leverages the exemplary role of party

17Changchai Company Limited Annual Report 2025

members. In accordance with legal and regulatory requirements the company has completed tasks such as the

audit committee taking over the responsibilities of the board of supervisors and the establishment of employee

directors simultaneously revised and improved relevant systems and continuously optimized the corporate

governance environment. The company strengthens external investment control through refined management

promotes several subsidiaries to complete governance structure upgrades and internal control system

improvements and effectively enhances decision-making efficiency and compliance management level. In terms

of talent team construction the company vigorously selects and appoints young cadres optimizes the assessment

mechanism guides cadres to focus on quality cost and efficiency improvement; creates a good atmosphere of

emulation and competition through skill competitions increases the cultivation of high-skilled talents

comprehensively improves employees' professional quality and job performance ability and provides solid talent

support for the company's high-quality development.During the reporting period the houses within the scope of the company's foundry and the surrounding land

parcels' urban renewal project (Phase I) were expropriated by the government. This matter was approved at the

first extraordinary shareholders' meeting in 2025 and is yet to be signed into an expropriation compensation

agreement. The company's headquarters along the street were also expropriated by the government. The company

signed a compensation agreement with the Housing and Urban-Rural Development Bureau of Zhonglou District

Changzhou. As of the end of the reporting period the company has received all the compensation payments for

the expropriation of the headquarters' shops along the street. In August 2025 the company acquired 3% of the

equity held by six individual shareholders of Zhenjiang Siyang. Currently the company holds a total of 52% of

Zhenjiang Siyang's equity. As of the end of the reporting period the wholly-owned subsidiary Changchai Luobin's

merger and absorption of Horizon Nongzhuang and the wholly-owned subsidiary Changniu Company's merger

and absorption of its wholly-owned subsidiary Changben Company have been fully completed.

2. Revenue and Cost Analysis

(1) Breakdown of Operating Revenue

Unit: RMB

20252024

As % of total As % of Change (%)

Operating revenue operating Operating revenue total

revenue (%) operatingrevenue (%)

Total 2476325822.68 100% 2415869028.32 100% 2.50%

By operating division

Internal

combustion 2425736833.58 97.96% 2371931691.41 98.18% 2.27%

engines

Other 50588989.10 2.04% 43937336.91 1.82% 15.14%

By product category

Diesel engines 2284464160.03 92.25% 2243543689.25 92.87% 1.82%

Gasoline

engines 136656821.30 5.52% 122859838.38 5.09% 11.23%

Other 55204841.35 2.23% 49465500.69 2.05% 11.60%

18Changchai Company Limited Annual Report 2025

By operating segment

Domestic 2026517354.88 81.84% 2059623002.73 85.25% -1.61%

Overseas 449808467.80 18.16% 356246025.59 14.75% 26.26%

By marketing model

Distribution 1202751523.31 48.57% 961865962.18 39.81% 25.04%

Direct sales 1273574299.37 51.43% 1454003066.14 60.19% -12.41%

(2) Operating Division Product Category Operating Segment or Marketing Model Contributing over 10%

of Operating Revenue or Operating Profit

□Applicable √ Not applicable

Unit: RMB

YoY YoY

Gross change in YoY change in

Operating revenue Cost of sales profit operating change in gross

margin revenue cost of profit

(%) sales (%) margin(%)

By operating division

Internal

combustion 2425736833.58 2131368875.08 12.14% 2.27% 2.27% 0.00%

engines

By product category

Diesel

engines 2284464160.03 2012368448.84 11.91% 1.82% 3.87% -1.74%

Gasoline

engines 136656821.30 116944349.67 14.42% 11.23% 8.08% 2.49%

By operating segment

Domestic 2026517354.88 1770854257.65 12.62% -1.61% -0.53% -0.94%

Overseas 449808467.80 409141517.81 9.04% 26.26% 20.68% 4.20%

By marketing model

Distribution 1202751523.31 1046514649.02 12.99% 25.04% 24.99% 0.04%

Direct sales 1273574299.37 1133481126.44 11.00% -12.41% -11.58% -0.83%

Core business data of the prior year restated according to the changed statistical caliber for the Reporting Period:

□ Applicable √ Not applicable

(3) Whether Revenue from Physical Sales Is Higher than Service Revenue

√ Yes □ No

Operating

division Item Unit 2025 2024 Change (%)

Unit sales Unit 519057 477592 8.68%

Diesel engines

Output Unit 514235 473719 8.55%

19Changchai Company Limited Annual Report 2025

Inventory Unit 91069 95891 -5.03%

Any over 30% YoYmovements in the data above and why:

□ Applicable √ Not applicable

(4) Execution Progress of Major Signed Sales and Purchase Contracts in the Reporting Period

□ Applicable √ Not applicable

(5) Breakdown of Cost of Sales

Unit: RMB

20252024

Product As % of As % of

category Item Change (%)Cost of sales total costof sales Cost of sales

total cost

of sales

(%)(%)

Raw

materials 1661076461.27 78.01% 1594081880.39 77.93% 4.20%

Diesel Labor cost 236268258.66 11.10% 230255452.63 11.26% 2.61%

engines

Depreciation 58454666.96 2.75% 58977062.10 2.88% -0.89%

Energy 30849454.12 1.45% 25209330.48 1.23% 22.37%

(6) Changes in the Scope of Consolidated Financial Statements for the Reporting Period

√Yes □ No

During the reporting period Changzhou Fuji Changchai Robin Gasoline Engine Co. Ltd. (hereinafter referred to

as "Changchai Robin") a wholly-owned subsidiary inherited all assets liabilities businesses and all other rights

and obligations of Changzhou Changchai Horizon Agricultural Equipment Co. Ltd. (hereinafter referred to as

"Horizon Agricultural Equipment") through a comprehensive merger. In February 2025 the company received the

Registration Notice (Deng Zi [2025] No. 02270081) issued by the Government Service Management Office of

Changzhou High-tech Industrial Development Zone (Xinbei District) indicating that Horizon Agricultural

Equipment had cancelled its independent legal person status marking the completion of the merger between the

two wholly-owned subsidiaries.The wholly-owned subsidiary Changzhou Changniu Machinery Co. Ltd. (hereinafter referred to as "Changniu

Company") has merged all assets liabilities businesses and all other rights and obligations of its wholly-owned

subsidiary Changzhou Changchai Benniu Diesel Engine Parts Co. Ltd. (hereinafter referred to as "Changben

Company") through a consolidation and merger process. Changniu Company has inherited the registered capital

equity structure and governance structure of Changben Company. In September 2025 the company received the

"Registration Notice" (Deng Zi [2025] No. 09080200) and "Registration Notice" (Deng Zi [2025] No. 09080101)

issued by the Government Service Management Office of Changzhou High-tech Industrial Development Zone

(Xinbei District). The deregistration procedures for Changben Company and the change procedures for Changniu

Company have been completed marking the completion of the consolidation and merger of the wholly-owned

subsidiary by the wholly-owned subsidiary.

20Changchai Company Limited Annual Report 2025

As of the end of the reporting period the consolidation scope of the Company included the parent company and

seven subsidiaries.

(7) Major Changes to the Business Scope or Product or Service Range in the Reporting Period

□ Applicable √ Not applicable

(8) Major Customers and Suppliers

Major customers:

Total sales to top five customers (RMB) 1099384631.33

Total sales to top five customers as % of total sales of the

44.40%

Reporting Period (%)

Total sales to related parties among top five customers as % of

0.00%

total sales of the Reporting Period (%)

Information about top five customers:

Sales revenue contributed

As % of total sales

No. Customer for the Reporting Period

revenue (%)

(RMB)

1 Customer 1 633351973.74 25.58%

2 Customer 2 211837504.85 8.55%

3 Customer 3 92506755.47 3.74%

4 Customer 4 82921750.95 3.35%

5 Customer 5 78766646.32 3.18%

Total -- 1099384631.33 44.40%

Other information about major customers:

□ Applicable √ Not applicable

Major suppliers:

Total purchases from top five suppliers (RMB) 333781726.97

Total purchases from top five suppliers as % of total purchases

18.31%

of the Reporting Period (%)

Total purchases from related parties among top five suppliers

0.00%

as % of total purchases of the Reporting Period (%)

Information about top five suppliers:

Purchase in the Reporting As % of total purchases

No. Supplier

Period (RMB) (%)

1 Supplier 1 93351901.50 5.12%

2 Supplier 2 78913276.61 4.33%

21Changchai Company Limited Annual Report 2025

3 Supplier 3 57819949.02 3.17%

4 Supplier 4 53040631.38 2.91%

5 Supplier 5 50655968.46 2.78%

Total -- 333781726.97 18.31%

Other information about major suppliers:

□ Applicable √ Not applicable

During the reporting period the proportion of the company's trade business revenue in its operating revenue

exceeded 10%:

□ Applicable √ Not applicable

3. Expense

Unit: RMB

2025 2024 Change (%) Reason for anysignificant change

Selling expense 52818923.00 60617254.43 -12.86%

Administrative

expense 108081816.30 115466341.90 -6.40%

This growth mainly

resulted from

Finance costs -4959323.92 -23423038.69 —— increased interest

income and exchange

gains.R&D expenses 83676763.37 83401477.60 0.33%

4. R&D Investments

√ Applicable □ Not applicable

Major R&D Progr Expected impact on the

Purpose Specific objectives

project ess Company

After the implementation of

Develop an Energy conservation and

the project the product meets

efficient emission reduction to meet

Research and the China Stage VI/Euro VI

low-emission China stage VI/Euro VI emission

development In emission standards which

and intelligent standards optimize power

of hybrid progr will help promote the

diesel engine performance and driving

powertrain ess technological upgrading of

hybrid comfort and achieve system

system the company's industry and

powertrain integration lightweight

boasts broad and promising

system intelligence and connectivity.market application prospects.Development Develop diesel In Enhance product power After the implementation of

project of engines with progr performance and system the project the company's

multi-cylinde higher ess stability optimize fuel economy technical level will be further

22Changchai Company Limited Annual Report 2025

r series diesel performance reduce emissions for enhanced its product

engine energy saving environmental protection and portfolio will be enriched

and emission meet emission standards. and it will be able to meet

reduction emission standards and

market demands.After the implementation of

the project the product meets

the requirements of the China

Develop

Stage IV emission standard

Development high-performanc

Enhance the product's power for non-road vehicles which

project of e post-treatment

performance reliability and fuel helps the company expand its

multi-cylinde systems and In

efficiency meet the non-road product application market

r diesel create progr

China stage IV emission and enhance its brand

engine with environmentally ess

standards and extend the competitiveness. At the same

post-treatmen friendly

product's service life. time it actively responds to

t system high-performanc

the national environmental

e diesel engines

protection strategy and

achieves sustainable

development.Develop diesel

engines with Enhance product performance

higher achieve efficient power output After the implementation of

High power

performance and energy conservation and the project the product meets

air-cooled In

energy saving emission reduction meet the emission requirements and

diesel engine progr

and emission requirements of the China Stage market demands presenting a

development ess

reduction to meet IV emission standard for promising market outlook in

project

market demands non-road vehicles and adapt to the future.and emission complex usage environments.standards

Through optimized design and After the implementation of

Develop technological innovation we the project the product meets

Development

efficient enhance product reliability and the non-road China stage IV

project of In

environmentally optimize diesel engine emission standard which aids

diesel engine progr

friendly and performance to meet the the company in expanding

for generator ess

energy-saving requirements of the China stage into related fields. The

sets

diesel engines IV emission standard for product holds broad market

non-road vehicles prospects.After the implementation of

Develop diesel Optimize product performance

Development the project the product meets

engines with enhance various product

project of In the requirements of the China

higher indicators and achieve domestic

multi-cylinde progr Stage IV emission standard

performance to advanced levels to meet the

r light diesel ess for non-road vehicles

meet market non-road China stage IV

engine boasting broad and promising

demand emission requirements.market application prospects

23Changchai Company Limited Annual Report 2025

further enhancing the market

competitiveness of the

company's products.Key

technology

and product

development Develop

After the implementation of

project for hydrogen internal Through key technologies

the project the product has

high-perform combustion In complete system integration and

certain market adaptability

ance engines to progr performance optimization to

and promotion potential with

zero-carbon achieve clean and ess achieve internationally advanced

strong competitiveness and

emission efficient power product indicators.broad market prospects.hydrogen generation

internal

combustion

engine

After the implementation of

Develop diesel the project the upgraded

4H11V16 engines with Optimize the performance of diesel engine meets the

Diesel higher In diesel engines to meet the requirements of the China

Engine performance and progr requirements of the China stage Stage IV emission standard

Development that meet ess IV emission standard for for non-road vehicles and the

Project emission non-road vehicles. product has broad and

standards promising market application

prospects.After the implementation of

the project the product meets

the requirements of the China

Develop diesel

Stage IV emission standard

4H13V16 engines with Optimize diesel engine

for non-road vehicles

Diesel higher In performance and promote the

promoting the further

Engine performance and progr implementation of energy

maturity and development of

Development that meet ess conservation and emission

the company's non-road

Project emission reduction.product technology. The

standards

product has broad and

promising market application

prospects.After the implementation of

Optimize and

4G36V16A the project the product meets

upgrade diesel Improve product performance

Diesel In market demand and complies

engine reach the advanced level of

Engine progr with the China Stage IV

performance to similar foreign products and

Development ess emission standard for

meet market meet emission requirements.Project non-road vehicles presenting

demands

a promising market outlook

24Changchai Company Limited Annual Report 2025

in the future.

4G33TC Develop diesel

After the implementation of

Diesel engines with Optimize diesel engine

the project it will meet the

Engine higher In performance to achieve the goals

requirements of the China

Matching performance progr of high efficiency output energy

Stage IV emission standard

Tractor energy saving ess conservation and emission

for non-road vehicles and

Development and emission reduction.meet market demands.Project reduction

L22 China

After the implementation of

Stage IV Meet emission Improve product performance

In the project the product meets

Diesel requirements and reach the advanced level of

progr the non-road China stage IV

Engine satisfy market similar domestic products and

ess emission standards and holds

Development demands meet emission requirements.broad market prospects.Project

Improve diesel engine

L24

Develop diesel performance conserve energy After the implementation of

Common

engines with and reduce emissions ensuring the project the product meets

Rail China

higher In that the performance and the non-road China Stage IV

Stage IV

performance progr reliability of the diesel engine emission standards and

Diesel

energy saving ess reach the leading level of similar satisfies market demand

Engine

and emission domestic products and meet the indicating a promising market

Optimization

reduction non-road China Stage IV outlook for the product.Project

emission standards.Develop After the implementation of

Improve product performance to

3M82 Diesel higher-performan the project the product meets

In reach the advanced level of

Engine ce diesel engines the non-road China Stage IV

progr similar foreign products and

Development satisfying emission standards

ess meet the non-road China Stage

Project emission presenting a broad market

IV emission standards.standards prospect.Develop Execute major design After the implementation of

390

higher-performan optimizations to reach the project the product meets

Turbocharged

ce diesel engines Comp international advanced levels emission requirements has a

Diesel

satisfying leted across all performance metrics clear target market

Engine

emission satisfying Non-Road China positioning and boasts broad

Development

standards Stage IV standards. market prospects.Develop

4L88 China high-efficiency Post-project products will

Stage IV environmentally- Achieve compliance with maintain existing OEM

Comp

Diesel friendly diesel Non-Road China Stage IV application compatibility

leted

Engine engines meeting regulations. while expanding market

Development emission opportunities.requirements

Mining Develop a Comp Improve product performance After the implementation of

Pickup Truck mining pickup leted meet the non-road China Stage the project the company's

25Changchai Company Limited Annual Report 2025

Engine engine with IV emission regulations and product range will be further

Development higher related requirements and ensure expanded and the products

performance and that all indicators reach the will meet emission

meeting emission domestic leading level. requirements presenting

requirements broad market prospects.Develop Completed projects will yield

178FA Implement groundbreaking

high-efficiency solutions for small

Air-Cooled structural and performance

energy-saving agricultural machinery that

China Stage Comp optimizations to reach

diesel engines align with energy

IV Diesel leted international benchmarks and

compliant with conservation policies

Engine Non-Road China Stage IV

emission offering significant market

Development compliance.standards potential.Develop

L12

high-efficiency Implementation will expand

Water-Cooled

eco-friendly and Enhance product reliability and product applications enrich

China Stage Comp

energy-efficient energy efficiency while meeting technical reserves and meet

IV Diesel leted

single-cylinder Stage IV emission regulations. both regulatory and market

Engine

diesel engines demands.Development

Details about R&D investments:

2025 2024 Change (%)

Number of R&D

personnel 217 214 1.40%

R&D personnel as % of

total employees 9.14% 8.84% 0.30%

Educational background of R&D personnel

Bachelor’s degree 99 91 8.79%

Master’s degree 9 9 0.00%

Age structure of R&D personnel

Below 30 17 17 0.00%

30~407881-3.70%

Details about R&D investments:

2025 2024 Change (%)

R&D investments (RMB) 83676763.37 83401477.60 0.33%

R&D investments as % of operating

revenue 3.38% 3.45% -0.07%

Capitalized R&D investments (RMB) 0.00 0.00 ——

Capitalized R&D investments as % of

total R&D investments 0.00% 0.00% ——

Reasons for any significant change in the composition of R&D personnel and the impact:

□ Applicable √ Not applicable

26Changchai Company Limited Annual Report 2025

Reasons for any significant YoY change in the percentage of R&D expense in operating revenue:

□ Applicable √ Not applicable

Reasons for any sharp variation in the percentage of capitalized R&D expense and rationale:

□ Applicable √ Not applicable

5. Cash Flows

Unit: RMB

Item 2025 2024 Change (%)

Subtotal of cash generated from

operating activities 2685578089.51 2325383619.26 15.49%

Subtotal of cash used in

operating activities 2396015540.44 2479676587.96 -3.37%

Net cash generated from/used in

operating activities 289562549.07 -154292968.70 ——

Subtotal of cash generated from

investing activities 1257662835.71 1206915907.12 4.20%

Subtotal of cash used in

investing activities 1264029638.05 1198878172.96 5.43%

Net cash generated from/used in

investing activities -6366802.34 8037734.16 ——

Subtotal of cash generated from

financing activities 88595514.02 94412090.20 -6.16%

Subtotal of cash used in

financing activities 10116925.07 33168340.22 -69.50%

Net cash generated from/used in

financing activities 78478588.95 61243749.98 28.14%

Net increase in cash and cash

equivalents 355386036.60 -78947638.62 ——

Explanation of why any of the data above varies significantly:

√Applicable? Not applicable

The significant year-on-year change in net cash flow from operating activities was primarily due to the company's

increased collection of payment for goods during the reporting period coupled with reduced inventory pressure

and lower procurement costs as well as measures taken to reduce costs and cut expenses;

The significant year-on-year change in net cash flow from investing activities was primarily due to the receipt of

land compensation from the Wuxing branch and the Sanjing branch in the previous period;

The significant year-on-year change in net cash flow from financing activities was primarily due to the decrease in

cash dividends distributed by the company during the reporting period.Reason for any big difference between the net operating cash flow and the net profit for this Reporting Period

√Applicable? Not applicable

The significant difference between the net cash flow generated from the company's operating activities during the

reporting period and the net profit for the current year is primarily due to the impact of changes in the fair value of

the financial assets held by the company during the reporting period on current earnings the reduction in

inventory and the decrease in procurement funds paid to suppliers.

27Changchai Company Limited Annual Report 2025

V Analysis of Non-Core Businesses

√Applicable? Not applicable

Unit: RMB

Amount As % of Recurrentgross profit Source or not

The increase was primarily attributable

Return on

investment 9829843.17 14.84%

to dividends received from equity hol

dings and investment income generated Yes

from cash management activities.During the reporting period the stock

prices of Jiangsu Liance Electromecha

nical Technology Co. Ltd. and Kailon

g High-Tech Co. Ltd. which are held

Gains/losses on by Horizon Investment a wholly-own

changes in fair -19942996.94 -30.11% ed subsidiary of the company have in

value creased compared to the beginning of

No

the period. Meanwhile the fair value

of the equity held by the company in

Jiangsu Horizon New Energy Technol

ogy Co. Ltd. has decreased compared

to the beginning of the period.Asset impairment -23624390.85 -35.67% It was mainly due to the increase inloss provision for inventory depreciation. No

Non-operating 211724.94 0.32% It was mainly due to the receipt of trincome ademark infringement compensation. No

Non-operating The main reason is the payment of lat

expense 1375295.13 2.08% e payment fines by the subsidiary Jia Nongsu Changchai Machinery Co. Ltd.Asset disposal It is mainly due to the expropriation o

income 36192896.62 54.64% f shops along the street in the headqu Noarters area.VI Analysis of Assets and Liabilities

1. Significant Changes in Asset Composition

Unit: RMB

31 December 2025 1 January 2025 Change

As % of As % of in Reason for any

Amount total Amount total percent significant change

assets assets age (%)

The increase was

primarily due to

the acceleration of

payment collection

Cash and Cash 1338231792.64 23.99% 1063700492.59 19.76% 4.23% during theEquivalents reporting period

coupled with the

discounting of

some collected

bank acceptance

28Changchai Company Limited Annual Report 2025

bills.Accounts

receivable 451748532.34 8.10% 444254240.02 8.25% -0.15%

It was mainly due

to the increase in

product sales

during the

Inventories 757083436.15 13.57% 819201998.42 15.22% -1.65% reporting periodwhich consumed

the diesel engine

inventory reserved

at the beginning of

the period.Investment

property 35644130.99 0.64% 37740844.55 0.70% -0.06%

It was mainly due

to the sale of

machinery and

equipment related

Fixed assets 550316120.80 9.87% 615414505.40 11.43% -1.56% to the acquisition

and storage of land

for casting during

the reporting

period.Construction

in progress 2801650.98 0.05% 3376866.69 0.06% -0.01%

Short-term

borrowings 88926344.09 1.59% 94471787.41 1.76% -0.17%

Contract

liabilities 40040496.36 0.72% 31640879.59 0.59% 0.13%

Indicate whether overseas assets take up a high percentage in total assets.□ Applicable √ Not applicable

2. Assets and Liabilities at Fair Value

√ Applicable □ Not applicable

Unit: RMB

Gain/loss Impair

on Cumulative ment Purchased Othe

Item Beginning

fair-value

changes fair-value

allowan in the Sold in the r Ending

amount in the changes

ce for Reporting Reporting chan amount

charged to theReporting Period

Period ge

Reporti

Period equity ng

29Changchai Company Limited Annual Report 2025

Period

Financial assets

1.

Held-for-tr

ading

financial 30366745 2140561 12482436 12011319 37218468

assets 0.00 0.00 0.00

(derivative 9.65 0.48 06.00 86.15 9.98

financial

assets

exclusive)

4.

Investment

in other 94112005 7967912 98136129

equity 0.00 0.00 0.00 0.00 0.008.72 95.81 5.81

instrument

s

Subtotal of 12447875 2140561 7967912 12482436 12011319 13535459

financial 0.00 0.00

assets 18.37 0.48 95.81 06.00 86.15 85.79

37786921-40750433711875

Other 0.00 0.00 0.00 0.00 0.00

7.4960.467.03

Total of 16226567 -193448 7967912 12482436 12011319 16906647

above 0.00 0.0035.86 49.98 95.81 06.00 86.15 42.82

Financial

liabilities 0.00 0.00

Contents of other change: N/A

Significant changes to the measurement attributes of the major assets in the Reporting Period:

□ Yes √ No

3. Restricted Asset Rights as at the Period-End

Unit: RMB

Item At the period-end Reason for restriction

Bank acceptance bill guarantee deposits、Letter of guarantee

Monetary assets 90163871.20 depositsPerformance bond depositsTerm deposits and accrue

d interest

Notes receivable 77099600.00 Payment obligations for undiscounted but discounted bills

Notes receivable 59152351.53 Payment obligations for undiscounted but transferred bills

VII Investments Made

1. Total Investment Amount

√ Applicable □ Not applicable

Investments made in Reporting Investments made in same

Period (RMB) period of last year (RMB) +/-%

30Changchai Company Limited Annual Report 2025

6970000.00291835919.91-97.61%

2. Major Equity Investments Made in the Reporting Period

□ Applicable √ Not applicable

3. Major Non-Equity Investments Ongoing in the Reporting Period

□ Applicable √ Not applicable

4. Financial Investments

(1) Securities Investments

√ Applicable □ Not applicable

Unit: RMB

Gain/

loss Accu PurAcco on cha Sol

Co untin Begin fair mulat Gain/

Variety de Nam Initial g ning value ed fair

sed d in

in the loss

Endin

of of e of invest meas carryi chang value the Rep in the

g Fun

carryi Accou ding

securit sec secu ment urem ng es in changes Rep orti

Repor nting

y uri rity cost ent amou the orti ng ting

ng

amou title

sour

ce

ty meth nt Repor record ng Peri Perioed in ntod ting Peri od d

Perio equity od

d

Invest

ment

Domes Foto

tic/fore 60 n 4178

Fair 3626 3801 4219 in Self-

value 0.0

ign 01 Mot 4000. meth 9500 0.00 5600 0.00 0 4000 other fund0

stock 66 or 00 od 0.00 0.00 0.00 equity ed

instru

ments

Invest

ment

Domes 60 Ban 4278 Fair 2297 2005 2433 in Self-tic/fore k of value 0.0 5016

ign 09 Jian 6000. meth 8800 0.00 7400 0.00 6000 other fund19 0 960.stock gsu 00 od 0.00 0.00 0.00 equity ed00

instru

ments

Domes Kail30 ong 2000

Fair 1157 5030 5030 1660 Held-f Self-

tic/fore 09 1268. value

0.0

ign High meth 0150. 500. 0.00 0.00 500. 0650.or-trad fund

0 ing

stock 12 Tech 00 od 00 00 00 00 ed

nolo financi

31Changchai Company Limited Annual Report 2025

gy al

assets

Held-f

Domes Lian or-trad

tic/fore 68 ce 7200

Fair 4070 1621 1591 5692 Self-

81 Tech 000.0 value

0.0 ing

ign meth 8800. 4400 0.00 0.00 4363 3200. fund13 nolo 0 0 financistock od 00 .00 .77 00 edgy al

assets

Held-f

Domes or-trad

tic/fore 60 Lant

Fair -103 Self-

1607 value 3200 0.0 -789 2161 ing

ign 53 ian68 Gas 44.76 meth

880.0 0.00 0.00 fund

40.00 0 00.38 60.00 financi

stock od 0 edal

assets

111964502114580725887390

0.0

Total 3201 -- 8199 1020 3000 0.00 2923 4001 -- --

0

2.760.00.000.00.390.00

(2) Investments in Derivative Financial Instruments

□ Applicable √ Not applicable

No such cases in the Reporting Period.VIII Sale of Major Assets and Equity Interests

1. Sale of Major Assets

□ Applicable √ Not applicable

No such cases in the Reporting Period.

2. Sale of Major Equity Interests

□ Applicable √ Not applicable

IX Major Subsidiaries

√ Applicable □ Not applicable

Major fully/majority-owned subsidiaries and those minority-owned subsidiaries with an over 10% effect on the

Company’s net profit:

Unit: RMB

Relatio Principal Registere Total Net Operatin Operating NetName

nship activity d capital assets assets g revenue profit profit

32Changchai Company Limited Annual Report 2025

with

the

Compa

ny

Production

Changchai Subsidi of diesel 550630 151924 675466 212686 369472.5 365267.Benniu ary engine 00.00 404.55 60.15 024.48 5 61

accessories

Diesel

Changchai Subsidi 850000 777642 535721 516378 2251989 187038

engine

Wanzhou ary 00.00 57.38 52.81 56.67 .61 9.53

assembly

External

Horizon Subsidi investment 400000 981357 8521411 2101194 159141

0.00

Investment ary and 00.00 66.86 1.71 1.90 85.78

consulting

Gasoline

Changchai Subsidi 372500 122984 982782 136656 7577854 711729

engines

Robin ary 00.00 273.37 25.13 821.30 .27 0.82

assembly

Internal

combustion

Changchai Subsidi 300000 811429 531128 963061 2033541 185347

engine and

Machinery ary 000.00 069.10 139.35 299.21 7.55 45.46

related

accessories

Xingsheng

Real estate

Real Estate Subsidi 100000 377690 213423 232456 189608.3 166232.manageme

Manageme ary 0.00 6.22 1.64 8.97 2 34

nt service

nt

Manufactur

ing and

Zhenjiang Subsidi marketing 200000 145493 124502 770224 1511588 128643

Siyang ary of diesel 0.00 715.72 534.21 32.90 2.33 27.55

engines for

ships

Subsidiaries obtained or disposed of in the Reporting Period:

□ Applicable √ Not applicable

Other information about principal subsidiaries and joint stock companies:

1.In August 2025 the company acquired 3% of the equity held by six individual shareholders of Zhenjiang Siyang.

As of the end of the reporting period the company held a total of 52% of Zhenjiang Siyang's equity making it the

largest shareholder.

2.The wholly-owned subsidiary Changchai Luobin has inherited all assets liabilities businesses and other rights

and obligations of the wholly-owned subsidiary Horizon Nongzhuang through a merger by absorption. As of

February 2025 Horizon Nongzhuang has been deregistered as an independent legal entity marking the

completion of the merger between the two wholly-owned subsidiaries.

33Changchai Company Limited Annual Report 2025

3.The wholly-owned subsidiary Changben Company has merged with Changniu Company a wholly-owned

grandchild company through an overall merger and absorption process. Changniu Company has acquired all

assets liabilities businesses and all other rights and obligations of Changben Company inheriting its registered

capital equity structure and governance structure. As of September 2025 Changben Company has cancelled its

independent legal person status and Changniu Company has completed the business registration changes

marking the completion of the merger.X Structured Bodies Controlled by the Company

□ Applicable √ Not applicable

XI Prospects

1. Development strategy of the Company

The Company’s development strategy is to base on farm machinery become stronger in the engine business

explore more markets and develop in a scientific way.The country's series of policies and deployments to comprehensively promote rural revitalization and accelerate

the construction of a strong agricultural nation have continued to gain momentum bringing significant positive

impacts on the high-quality development of the industry. The company will seize the policy opportunities

presented by the country's strong support for agricultural production and the development of the agricultural

machinery and equipment industry. It will adhere to innovation-driven leadership talent aggregation as support

quality improvement as the foundation brand building as the focus and capital operation as the driving force. It

will accelerate the iterative upgrading and technological innovation of traditional power products actively plan

for the research and development of intelligent and new energy products continuously expand into new fields and

markets and fully promote the optimization and diversified development of the industrial structure. We will

steadfastly advance:

(1) Accelerating Technological Upgrades and Market Expansion for Existing Products

First the Company will prioritize the optimization and enhancement of its core products.

1)By aligning with market demand and leveraging the Company's competitive products and technologies we will

stabilize supply share with major OEM partners for single-cylinder engines increase market penetration in key

industrial clusters tap into high-potential sales regions and consolidate our industry leadership position. For

multi-cylinder engines we will accelerate product optimization and upgrades expedite R&D and

commercialization of policy-compliant new products enhance profitability of existing products expand product

line offerings strengthen supporting services in core market segments and increase market share in specialized

applications.

2)To meet overseas market demands we will innovatively upgrade existing product technologies and develop

export-oriented models with enhanced reliability and superior performance. Leveraging OEM partners' global

distribution channels we will expand our international market presence. Through optimized resource allocation

and synergies we aim to improve overall export efficiency enhance market service quality and actively increase

customer satisfaction.Second we will focus on value chain extension by developing premium product offerings.

1)The Company will continue to optimize its power unit products and distribution network pursuing premium

and specialized development in niche markets to move up the value chain. This includes expanding applications in

34Changchai Company Limited Annual Report 2025

specialized vehicles UAV crop protection stationary power and telecommunications markets. Our independently

developed integrated UAV charging system has been launched with positive market feedback.

2)Aligned with the industry trends of electrification connectivity and intelligently in agricultural machinery the

Company is integrating advanced technologies including Internet of Things (IoT) big data analytics artificial

intelligence and new materials into product development. These innovations enhance intelligent control systems

real-time monitoring capabilities and big data collection/analysis functions in diesel engines thereby increasing

product value-added features and better meeting end-user requirements.Third we will extend its market reach toward end-user applications. The Company's core products consist of

small-to-medium power diesel engines and general-purpose gasoline engines primarily serving off-road

applications including agricultural machinery crop protection equipment construction machinery and marine

engines. We are intensifying R&D efforts and market penetration in generator sets outboard motors cold chain

systems fishing vessels and telecommunication tower applications.

(2) Driving Industrial Transformation Through New Energy Integration

With technological advancements and the upgrading of market demand structure the agricultural machinery

industry is accelerating its transformation towards high-end intelligent large-scale and specialized products.Green low-carbon and digital intelligence have become the core tracks for the industry's high-quality

development. The company has always been market-oriented anchoring its strategic direction towards

intelligence and new energy. Relying on its core strengths in the field of light power the company continues to

improve its technological innovation system intensify technological research and development efforts and

increase R&D resource investment to advance its technological route and product layout. The company has been

expanding its new energy product matrix steadily advancing the research development and trial production of

hybrid power projects as well as supporting integration in multiple downstream fields. During the reporting

period the company completed the configuration design of an extended-range hybrid system for tractors with

120-140 horsepower. Meanwhile Horizon Investment a wholly-owned subsidiary of the company participated as

a limited partner in the establishment of Changzhou Changtou Xinhui No.1 Equity Investment Fund (Limited

Partnership) and Yuanzhi Changtou Xingyu (Changzhou) Equity Investment Partnership (Limited Partnership)

focusing on new industries such as advanced manufacturing new energy vehicles and upstream and downstream

new energy sectors.

2. 2026 Operational Plan

We will strengthen our foundation both internally and externally accelerate research and development to expand

new products enhance quality to build a strong core implement lean management to reduce costs and increase

efficiency continuously innovate to boost vitality and scientifically plan to empower development. By 2026 we

anticipate achieving sales revenue of 2.6 billion yuan of which 70 million US dollars will be earned through

exports.The aforementioned business plan does not represent the listed company's profit forecast for 2026. Whether it can

be achieved depends on various factors such as changes in market conditions and the level of effort put forth by

the management team and there is significant uncertainty. Investors are advised to pay special attention.

3. Potential Risks and the Company's Countermeasures

(1) Market Risks

Affected by factors such as low grain prices frequent extreme weather and declining user operating profits the

traditional product market continues to face pressure while new market segments and fields maintain their growth

momentum. Currently the agricultural machinery industry is facing a pattern of coexistence of downward

pressure and structural changes. With the deepening of agricultural modernization the market is evolving towards

35Changchai Company Limited Annual Report 2025

high-end intelligent and diversified directions ushering in a new stage of higher-quality development for the

agricultural machinery market. Most enterprises are continuously strengthening product research and development

and optimization to meet market demands increasing market maintenance and expansion efforts and promoting

comprehensive upgrading of industry competition.Countermeasures: First deeply cultivate the domestic market consolidate leading position and ensure the

industry leadership. Second optimize overseas layout seize international opportunities and achieve incremental

breakthroughs. Third accelerate industrial upgrading transform towards new and intelligent directions and drive

leapfrog development. Fourth strengthen production management implement precise and meticulous strategies

and lay a solid foundation for development. Fifth improve mechanism construction adhere to strict management

and care and activate entrepreneurial momentum

(2) Industry Risks

Influenced by the development of new energy application technology and related policies enterprises are

accelerating their research application and market support in the field of new energy power. This has had a

certain impact on the market share of diesel engine-related supporting fields and the traditional stock market has

been squeezed. Furthermore as original equipment manufacturers (OEMs) accelerate their self-research in electric

powertrains and some high-end agricultural machinery markets adopt hybrid power solutions internal combustion

engine (ICE) companies that rely solely on traditional mechanical pumps or simple electronic control technology

will struggle to meet OEMs' demands for integrated and intelligent powertrains risking being marginalized in the

supply chain.Countermeasures: Firstly develop products that comply with national energy conservation and emission reduction

policies plan ahead for products and technologies that meet higher emission standards optimize and upgrade the

product line according to market demand strengthen the application of intelligent technology and new materials

lay out intelligent eco-businesses enhance product added value and competitiveness and consolidate market

advantages. Secondly accelerate the research and development of new energy power and continuously promote

the research and development of hybrid power products and supporting work. Thirdly accelerate the completion

of verification for high-horsepower platforms improve the serialization of light engine platforms and launch

them into the market in batches. Fourthly adhere to the coordinated development of product management and

capital operation pay attention to emerging industries and use the capital market to accelerate the speed of

external expansion.

(3) International Trade Risks

In recent years the global landscape has become increasingly complex with frequent geopolitical conflicts and

international trade disputes. These developments have severely impacted regional politics and security global

economic recovery food and energy security and ecological environments leading to varying degrees of

influence on foreign trade policies worldwide. Significant changes in the political stability or trade policies of

overseas markets could substantially affect our export sales.Countermeasures: First by complementing and sharing internal and external resources information and products

we aim to enhance our independent expansion capabilities and improve overall foreign trade efficiency. Second

innovate and modify the products based on overseas market demands promoting more high-performance and

new-field products to overseas markets. Third consolidate core advantages in traditional main markets expand

market share in key markets and cultivate growth momentum in emerging potential markets. Fourth intensify

training for overseas service personnel enhance service capability building and delegate overseas website

construction accelerating the construction of an overseas market service network. Fifth closely monitor exchange

rate fluctuations select appropriate currencies for pricing and settlement and promptly take measures such as

36Changchai Company Limited Annual Report 2025

adjusting product prices and payment terms to reduce risks.

(4)Raw Material Price Volatility Risk

The market prices of raw materials are influenced by multiple factors such as the macroeconomic environment

industry capacity and changes in market demand resulting in frequent price fluctuations. Fluctuations in the

prices of major raw materials such as steel and pig iron can exert certain pressure on the company's production

costs thereby affecting the company's operating profits accordingly.Countermeasures: First strengthen internal management through measures such as technological improvement

and cost management enhancement optimize workflows and improve production and operation efficiency.Second continue to implement supply guarantee projects and focus on building a stable efficient and reliable

supply system. Third timely track market dynamics strengthen inventory management and mitigate the adverse

impact of raw material price fluctuations on the company.

(5) Talent Risk

Talent is the core strategic resource for the high-quality development of enterprises. The sustainable and healthy

development of enterprises cannot be separated from the solid support of a high-quality talent team. Companies

need various talents to empower management improve operational quality and efficiency and accelerate the pace

of transformation and upgrading. If the salary system talent incentive and restraint mechanisms are not sound

enough it is easy to lead to insufficient cultivation of high-end management leaders and core technical backbones

weak reserve of backup talent teams and thus restrict the continuous improvement of the enterprise's scientific

research innovation ability and core competitiveness.Countermeasures: First closely align with the company's development strategy and actual management practices

continuously improve talent introduction channels enhance the talent training system optimize the talent team

structure and comprehensively enhance the comprehensive quality of employees. Second focus on the needs of

business development continuously strengthen employees' job performance capabilities and professional levels

through systematic and professional training. Third improve the talent incentive mechanism and performance

evaluation system vigorously promote the construction of a younger and more professional cadre team and

comprehensively enhance the contribution of human resources to enterprise development. Fourth strengthen the

construction of the employee representative conference system and the service and security of the labor union

actively build harmonious labor relations and continuously enhance employees' sense of belonging happiness

and cohesion..XII Communications with the Investment Community such as Researche Inquiries and Interviews during

the Reporting Period

√ Applicable □ Not applicable

Place Way of Type of Contents andDate of visit of visit visitor Visitor materials

Index to main inquiry

visit provided information

The company's

operating

Onlin performance www.cninfo.com.cn

e Online Investors profitability 000570 Su Chang C29 April 2025 meeti exchange Other and the development and hai A Investor Relati

ng public construction ons Management Info

equity rmation 20240423

investment and

other related

37Changchai Company Limited Annual Report 2025

situations

XIII Implementation of Market Value Management System and Valuation Enhancement Plan

Indicate whether the Company has disclosed the Market Value Management System

□ Yes √ No

Indicate whether the Company has disclosed the Valuation Enhancement Plan

□ Yes √ No

XIV Implementation Status of the "Dual Enhancement of Quality and Returns" Initiative

Indicate whether the Company has disclosed the “Quality and Earnings Dual Improvement” Action Plan.□ Yes √ No

38Changchai Company Limited Annual Report 2025

Part IV Corporate Governance

I General Information of Corporate Governance

In the Reporting Period the Company was strictly in line with laws statutes such as Company Law Securities

Laws Code of Corporate Governance of Listed Companies Guide Opinion on Establishment of Independent

Director System by Listed Companies and Guidelines on Internal Controls of Listed Companies and so on

continuously perfected corporate governance established and accomplished internal management and control

system consistently and deeply put forward corporate governance activities so as to further normalize 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 systems 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 systems process and standard covered each operation link and

level of the financial assets control human resources management quality environment management and internal

audit supervisor etc. which ensured all the work had rules to follow.Indicate by tick market whether there is any material incompliance with the applicable laws administrative

regulations and regulations issued by the CSRC governing the governance of listed companies.□ Yes √ No

No such cases in the Reporting Period.II The Company’s Independence from Its Controlling Shareholder and Actual Controller in Asset

Personnel Financial Affairs Organization and Business

The Company was independent from the controlling shareholder Changzhou Investment Group Co. Ltd in terms

of assets business personnel organization and financing with independent & complete business and capability to

operate independently.

1. Assets: The property rights relationship between the Company and the controlling shareholder is clear assets

are clearly defined and there are no funds assets and other resources being occupied or used without

compensation between them.

2. Personnel: The Company and the controlling shareholder are independent of each other in terms of labor

personnel and salary management and each has an independent management organization a sound management

policy and an independent personnel appraisal and assessment system.

3. Finance: The Company has set up a special finance department established an independent accounting system

and financial management policy opened an independent bank account and implemented independent accounting

and independent tax payments. There is no interference in the financial activities of the Company by the

controlling shareholder.

4. Institution: The Company has a complete and independent corporate governance structure and has established a

sound organizational system that meets its own production and operation needs which operates independently and

well and there is no subordinate relationship with the functional departments of the controlling shareholder.

39Changchai Company Limited Annual Report 2025

5. Business: The Company has an independent and complete business system with independent and autonomous

production and operational capability. The Company conducts related transactions reasonably on the principle of

independence.III Horizontal Competition

□ Applicable √ Not applicable

IV Directors Supervisors and Senior Management

1. General Information

Begin Ending

Gend Incum

ning +/-

Name Age Office title bent/F Start of tenure End of shareh

share

er (share holdiormer tenure olding(share ) ng

) (share)

Shen Male 39 Chairman of IncumZhe the Board bent 6 August 2025

Ongoin

g 0 0 0

Xie Director

Guozho Male 56 IncumGeneral bent 12 June 2023

Ongoin

g 0 0 0ng Manager

Tan Jie Fema 46 Director Incum 12 June 2023 Ongoinle bent g 0 0 0

Jiang Director

He Male 53

Incum

Chief bent 16 April 2020

Ongoin

g 0 0 0

Accountant

Yang Male 53 Director IncumFeng bent 16 April 2020

Ongoin

g 0 0 0

Wang

Mancan Male 62 Independent Incumdirector bent 16 April 2020

Ongoin

g 0 0 0g

Zhang Fema 55 Independent Incum OngoinYan le director bent 16 April 2020 g 0 0 0

Jia Bin Male 47 Independent Incum Ongoindirector bent 16 April 2020 g 0 0 0

Cai

Weixua Fema 39 Employee Incum Ongoin

n le director bent

22 December 2025 g 0 0 0

Sun

Jianzho Male 53 Vice-general IncumManager bent 16 April 2020

Ongoin 0 0 0

ng g

He Vice-general 13 December 2021

Jianjian Male 46 Manager Incum Ongoin

g Secretary of bent

000

the Board 18 October 2016

g

Wang Male 38 Vice-general Incum OngoinJing Manager bent 12 June 2023 g 0 0 0

40Changchai Company Limited Annual Report 2025

Wang Male 54 Chief IncumWeifeng Engineer bent 12 June 2023

Ongoin

g 0 0 0

Li Chairman of Resig 1

Desen Male 44 the Board nation 12 June 2023 January 0 0 02025

Zhang Vice 22

Xin Male 59 Chairman of

Resig

nation 12 June 2023 Decemb 0 0 0the Board er 2025

Total -- -- -- -- -- -- 0 0 0

Disclosures on Departures of Directors Supervisors and Dismissals of Senior Management During the Reporting

Period

□ Yes √ No

Changes in the Company's Directors Supervisors and Senior Management

√ Applicable □Not applicable

Name Office title Type Date Reason

Cai Weixuan Employee Director Elected 22 December 2025 Work Transfer

Li Desen Chairman of theBoard Resignation 1 January 2025 Work Transfer

Zhang Xin Vice Chairman ofthe Board Resignation 22 December 2025 Work Transfer

2. Biographical Information

Professional backgrounds major work experience and current duties in the Company of the incumbent directors

supervisors and senior management:

Shen Zhe: Previously served as Deputy General Manager of Liyang City Construction and Development Co. Ltd.Deputy Director of Liyang Municipal State-owned Assets Supervision and Administration Office (on temporary

assignment) General Manager of Jiangsu-Anhui Cooperation Demonstration Zone Construction and

Development Group Co. Ltd. General Manager of Liyang Pingling Construction Investment Group Co. Ltd.and Chairman of Changzhou Talent Science and Technology Innovation Group Co. Ltd. And the Vice President

of Changzhou Investment Group Co. Ltd. and Chairman of the company.Xie Guozhong:Previously served as General Manager Assistant General Manager and Deputy General Manager

of the company's sales company and currently serves as Deputy Secretary of the Party Committee Director and

General Manager of the company as well as Chairman of Zhenjiang Siyang and Director of Changchai

Machinery.Tan Jie: Previously served as Deputy Director of the Accounting Department and Deputy Director of the

Personnel and Education Department of Changzhou Municipal Finance Bureau Deputy Secretary-General of

Changzhou Certified Public Accountants Association and Secretary of the Youth League Committee Director of

the Comprehensive Department Director of the Agriculture Department Director of the Agriculture and Rural

Affairs Department and Director of the Administrative and Political-Legal Department of Changzhou Municipal

Finance Bureau and Assistant President of Changzhou Investment Group Co. Ltd. Currently serves as Member

of the Party Committee Director and Vice President of Changzhou Investment Group Co. Ltd. and Director of

the Company.Jiang He: Previously served as Accountant Assistant Minister and Deputy Minister of the Finance Department of

the Company. Currently serves as Director Chief Accountant and Minister of the Finance Department of the

41Changchai Company Limited Annual Report 2025

Company.Yang Feng: Previously served as Business Manager of the Shanghai Investment Banking Department of China

Economic Development Trust & Investment Corp. Business Director of the Investment Banking Department of

Orient Securities Co. Ltd. General Manager of the Investment Banking Department and Operation Management

Headquarters and Assistant to the Chairman of AJ Securities Executive General Manager of the Corporate

Development Financing Department and Investment Banking Department of CITIC Securities Co. Ltd. and

Managing Director of Daiwa Securities China Co. Ltd. Currently serves as Executive Director of De Xin

Investment Management (Hong Kong) Co. Ltd. Independent Director of Shanghai Kindly Enterprise

Development Group Co. Ltd. and Director of the Company.Wang Mancang: Previously served as Teacher and Lecturer in the Department of Management Lecturer and

Professor in the Department of Finance at Northwest University School of Economics and Management.Currently serves as Director of the Department of Finance at Northwest University School of Economics and

Management Director of the Public Economics Research Institute Counselor of Xi'an Municipal Government

Expert of the "Finance and Fiscal Group" of the Government Decision-making Advisory Committee and

Independent Director of the Company.Zhang Yan: Previously served as Chief Accountant of Changzhou Zhengda Certified Public Accountants Co. Ltd.and Executive Deputy Chief Accountant of Jiangsu Gongzheng Certified Public Accountants Co. Ltd. Associate

Professor at Jiangsu University of Technology School of Management. Currently serves as Director of Changzhou

Communications Holding Group Co. Ltd. Director of Changzhou Transportation Industry Group Co. Ltd.Independent Director of DinoPark Cultural Tourism Group Co. Ltd. Independent Non-executive Director of

Seazen Enjoy Services Group Limited Independent Director of Jiangsu Tianmu Lake Tourism Co. Ltd. and

Independent Director of the Company.Jia Bin: Previously served as Deputy Director of the First Research Office of Tianjin Internal Combustion Engine

Research Institute Assistant Secretary-General and Deputy Secretary-General of China Internal Combustion

Engine Industry Association and Secretary-General of Small Gasoline Engine Branch of China Internal

Combustion Engine Industry Association. Currently serves as Director of the First Research Office of Tianjin

Internal Combustion Engine Research Institute (Tianjin Motorcycle Technology Center) Secretary-General of

China Internal Combustion Engine Industry Association Independent Director of Lutian Machinery Co. Ltd.Director of Tianjin Tianbo Keda Technology Co. Ltd. and Independent Director of the Company.Ni Mingliang: Previously served as Clerk and Vice Chairman of the Labor Union of the Company. Currently

serves as Deputy Secretary of the Party Committee Chairman of the Board of Supervisors Chairman of the Labor

Union of the Company Chairman of the Board of Directors of the Property Management Company and Director

of Horizon Investment.Cai Weixuan: Served successively as an organizational officer editor middle-level assistant deputy director of

the Political Department of our company head of the Youth Committee deputy secretary of the Youth Committee

and secretary of the Youth Committee. Currently serves as a staff director of Changchai Co. Ltd. director of the

Political Department and deputy director of the office.Sun Jianzhong: Previously served as Director of the Technology Center and Assistant General Manager of the

Company. Currently serves as Deputy General Manager of the Company and General Manager of Changchai

Machinery.He Jianjiang: Previously served as Clerk Assistant Minister and Deputy Minister of the Investment and

Development Department and Securities Affairs Representative of the Company. Currently serves as Deputy

General Manager Board Secretary and Minister of the Investment and Development Department of the Company

42Changchai Company Limited Annual Report 2025

Chairman and General Manager of Horizon Investment Director of Horizon Agricultural Equipment.Wang Jing: Previously served as Foreign Trade Salesperson of the Overseas Business Division Technician

Deputy Workshop Director Assistant Factory Director Deputy Factory Director and Secretary of the

Single-Cylinder Party General Branch of the Single-Cylinder Engine Factory and Assistant General Manager of

the Company. Currently serves as Deputy General Manager of the Company and Chairman of Changchai Benniu.Wang Weifeng: Previously served as Designer of the Development Department Designer of the Technology

Center and Deputy Chief Engineer of the Company. Currently serves as Chief Engineer of the Company.The situation where the controlling shareholder and actual controller concurrently serve as the chairman and

general manager of a listed company

□ Applicable √Not applicable

Offices held concurrently in shareholding entities:

√ Applicable □ Not applicable

Remuneratio

n or

Name Shareholding Office held in the allowanceentity shareholding entity Start of tenure End of tenure from the

shareholding

entity

Shen

Zhe Changzhou Vice President April 2024 Ongoing Yes

Investment

Group Co. Member of the Party

Tan Jie Ltd. Committee Director Vice April 2023 Ongoing Yes

President

Notes Nil

Offices held concurrently in other entities:

√ Applicable □ Not applicable

Rem

uner

ation

or

Office allo

Name Other entity held in the Start of tenure End of tenure wan

entity ce

from

the

entit

y

He

Jiangsu Horizon New Energy Technology

Jianjian Co. Ltd. Director 28 July 2023 Ongoing No

g

De Xin Investment Management Co. Executive

Limited Director 1 June 2022 Ongoing NoYang

Feng Shanghai Kindly Enterprise Development

Independe

Group Co. Ltd. nt 17 April 2023 OngoingDirector

Wang Department of Finance of the School of Head of 1 September 2006 Ongoing Yes

43Changchai Company Limited Annual Report 2025

Mancan Economics and Management of Departme

Northwest University nt

g Professor

Public Economics Research Institute Director Ongoing

Xi'an Municipal Government Counselor Ongoing

Financial and Fiscal Affairs Panel of the

Government Decision-making Advisory Expert Ongoing

Committee

Independe

Focuslight Technologies Inc. nt 2 May 2019 13 June 2025 Yes

Director

Independe Yes

Xi'an Wonder Energy Chemical Co. Ltd. nt 24 June 2020 4 December 2025

Director

Director

Tianjin Internal Combustion Engine of the

Research Institute First March 2009 December 2025 YesResearch

Office

China Internal Combustion Engine Secretary-

Industry Association General December 2024 Ongoing No

Jia Bin Independe Yes

Lutian Machinery Co. Ltd. nt 31 December 2019 Ongoing

Director

Tianjin Tianbo Keda Technology Co. Ltd. Director 18 August 2020 Ongoing No

Chongqing Zongshen Power Machinery Independe

Co. Ltd. nt 10 September 2025 Ongoing YesDirector

Jiangsu University of Technology Associateprofessor August 2008 October 2025

Yes

Independe Yes

Jiangsu Tianmu Lake Tourism Co. Ltd. nt 8 February 2021 Ongoing

Director

Independe Yes

nt

Zhang S-Enjoy Service Group Co. Limited non-execu 20 October 2018 Ongoingtive

Yan Director

DinoPark Cultural Tourism Group Co. Independe Yes

Ltd. nt September 2024 OngoingDirector

Changzhou Communications Holding

Group Co. Ltd. Director April 2024 May 2025

Yes

Changzhou Transportation Industrial

Group Co. Ltd. Director April 2022 May 2025 Yes

Notes Nil

Punishments imposed in the recent three years by the securities regulator on the incumbent directors supervisors

and senior management as well as those who left in the Reporting Period:

□ Applicable √ Not applicable

44Changchai Company Limited Annual Report 2025

3. Remuneration of Directors Supervisors and Senior Management

Decision-making procedure determination basis and actual payments of remuneration for directors supervisors

and senior management:

In 2025 the monthly salaries of directors supervisors and senior management personnel who received

remuneration from the Company were disbursed in accordance with the Company’s regulations on salary

management and grade standards. Year-end incentive compensation was paid based on the Company’s

performance and assessment results. Current directors Shen Zhe and Tan Jie receive their remuneration from

shareholder entities.Remuneration of directors supervisors and senior management for the Reporting Period

Unit: RMB’0000

Total before-tax

Name Gender Age Office title Incumbent/Former remuneration from Any remuneration

the Company from related party

Shen Zhe Male 39 Chairman of theBoard Incumbent 0 Yes

Director

Xie

Guozhong Male 57 General Incumbent 87.12 No

Manager

Tan Jie Female 46 Director Incumbent 0 Yes

Director

Jiang He Male 53 Chief Incumbent 76.06 No

Accountant

Yang Feng Male 53 Director Incumbent 10 No

Wang

Mancang Male 62

Independent

director Incumbent 10 No

Zhang Yan Female 55 Independentdirector Incumbent 10 No

Jia Bin Male 47 Independentdirector Incumbent 10 No

Cai Employee

Weixuan Female 39 Director Incumbent 23.27 No

Sun Male 53 Vice-generalJianzhong Manager Incumbent 77.62 No

Vice-general

He Manager

Jianjiang Male 46 Incumbent 76.06 NoSecretary of the

Board

Wang Jing Male 38 Vice-generalManager Incumbent 76.84 No

Wang

Weifeng Male 54 Chief Engineer Incumbent 76.45 No

45Changchai Company Limited Annual Report 2025

Zhang Xin Male 59 Vice Chairmanof the Board Resignation 87.12 No

Total -- -- -- -- 620.54 --

The assessment basis for the actual

compensation received by all The remuneration of directors and senior management personnel is

directors and senior management assessed in accordance with the "Remuneration Management System for

at the end of the reporting period Directors and Senior Management Personnel".In 2025 the assessment of the independent director allowance received

Assessment completion status of by independent directors was not applicable; employee directors received

actual salaries received by all corresponding compensation in accordance with the company's

directors and senior management performance assessment regulations; the board's compensation and

personnel at the end of the assessment committee organized annual performance and duty

reporting period assessment for senior management personnel and approved and paidtheir actual compensation based on the assessment results which had

been reviewed by the board of directors.Deferred payment arrangement for

the actual remuneration received According to the "Remuneration Management System for Directors and

by all directors and senior Senior Management" 10% of the annual remuneration of senior

management at the end of the management is reserved as term incentive income which will be assessed

reporting period and paid upon the end of their term.The situation regarding the

cessation of payment and recourse

for the actual salaries received by

all directors and senior Not applicable

management at the end of the

reporting period

Other circumstances

□Applicable √Not applicable

V Performance of Duty by Directors in the Reporting Period

1.Attendance of Directors at Board Meetings and General Meetings

Attendance of directors at board meetings and general meetings

Total The

number of Board

board Board meetings Board Board

director

failed to

Director meetings meetings attended by

meetings meetings attend two General

the director attended on way of attended the directorthrough a failed to consecutiv

meetings

was site telecommu attended

eligible to nication proxy attend

e board

meetings

attend (yes/no)

Shen Zhe 6 2 4 0 0 No 2

Xie

12 4 7 1 0 No 3

Guozhong

Tan Jie 12 5 7 0 0 No 4

Jiang He 12 5 7 0 0 No 4

46Changchai Company Limited Annual Report 2025

Yang Feng 12 2 10 0 0 No 4

Wang

Mancang 12 3 9 0 0 No 4

Zhang Yan 12 4 8 0 0 No 4

Jia Bin 12 1 11 0 0 No 4

Cai

1 1 0 0 0 No 0

Weixuan

Zhang Xin 11 4 7 0 0 No 4

Explanation of why any director failed to attend two consecutive board meetings: N/A

2. Objections Raised by Directors on Matters of the Company

Indicate by tick mark whether any directors raised any objections on any matter of the Company.□ Yes √ No

No such cases in the Reporting Period.

3. Other Information about the Performance of Duty by Directors

Indicate by tick mark whether any suggestions from directors were adopted by the Company.√ Yes □ No

Suggestions from directors adopted or not adopted by the Company:

All 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 Rules of Procedure of the Board and Independent

Directors System comprehensively focused on the development and operation of the Company actively attended

the general meeting of shareholder and meeting of board of directors. Independent directors 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 directors upon the significant events and

adopted them. For more details please refer to the Report on the Work of the Board of Directors for 2025

disclosed by the Company on http://www.cninfo.com.cn dated 14 April 2026.VI Special Committees under the Board of Directors during the Reporting Period

Number Specific

Name of Member of Important Other circumstance

committee s meetings

Date of

meeting Contents comments and performanc s of theconvene suggestions e of duties objection (if

d any)

Zhang The meetingdeliberated

Audit Yan

6 21Januar and approved Nil Nil Nil

Committee Wang y 2025 the "2024

Annual Report

Mancang Audit Plan".

47Changchai Company Limited Annual Report 2025

The meeting

Tan Jie deliberated

and approved

the "2024

Annual Report

Audit

1 April Communicatio

2025 n Items" and Nilthe "Audit

Department's

2024 Annual

Work

Summary and

2025 Annual

Work Plan".The meeting

deliberated

and approved

the "2024

Annual It is agreed to

Report" submit the

"Proposal on "2024 Annual

the Accrual of Report"

Credit "Proposal on

Impairment the Accrual of

Provisions and Credit

Asset Impairment

Impairment Reserves and

Provisions for Asset

2024" "2024 Impairment

Internal Reserves for

Control 2024" "2024

Self-Evaluatio Internal

n Report" Control

"Proposal on

9 April Self-Evaluatiothe Renewal of

2025 n Report" andAppointment "Proposal on

of Financial the Renewal

Audit of

Institutions Appointment

Internal of Financial

Control Audit Audit

Institutions Institutions

and Their Internal

Audit Fees for Control Audit

2025" and Institutions

"2024 and Their

Evaluation Audit Fees for

Report on the 2025" to the

Performance Board of

of Accounting Directors for

Firms and review.Report of the

Audit

Committee of

the Board of

Directors on

48Changchai Company Limited Annual Report 2025

the

Performance

of Its

Supervisory

Duties over

Accounting

Firms".The meeting

reviewed the

"Work

Summary of Agree to

the Audit submit the

Department "First

25 April for the First Quarterly

2025 Quarter of Report of

2025" and 2025" to the

deliberated Board of

and approved Directors for

the "First review.Quarter Report

of 2025".The meeting

reviewed the

"Half-Yearly

Work Report Agree to

of the Audit submit the

Department "2025

for 2025" and Semi-Annual

deliberated Report" and

and approved the "Proposal

the on the Accrual

15 "Half-Yearly of Credit

August Report for Impairment

2025 2025" and the Reserves and

"Proposal on Asset

the Accrual of Impairment

Credit Reserves for

Impairment the First Half

Reserves and of 2025" to

Asset the Board of

Impairment Directors for

Reserves for review.the Half-Year

of 2025".The meeting

reviewed the Agree to

"Work Report submit the

of the Audit "Third

24 Department Quarterly

October for the Third Report of

2025 Quarter of 2025" to the

2025" and Board of

deliberated Directors for

and approved review.the "Third

Quarter Report

49Changchai Company Limited Annual Report 2025

of 2025".The meeting

deliberated

and approved

the

"Assessment

Results of

Senior Agreed to

Remuneratio Wang Management submit all

n and Mancang 22

Appraisal 1 January

Personnel of proposals to

2025 the Company the Board ofCommittee Jia Bin in 2024" and Directors forthe review.

"Assessment

Plan for Senior

Management

Personnel of

the Company

in 2025".VII Performance of Duty by the Supervisory Committee

Indicate by tick mark whether the Supervisory Committee found any risk to the Company during its supervision in

the Reporting Period.□ Yes √ No

The Supervisory Committee raised no objections in the Reporting Period.VIII Employees

1. Number Functions and Educational Backgrounds of Employees

Number of in-service employees of the Company as the parent at the period-end 1817

Number of in-service employees of major subsidiaries at the period-end 558

Total number of in-service employees at the period-end 2375

Total number of paid employees in the Reporting Period 2375

Number of retirees to whom the Company as the parent or its major subsidiaries need to

0

pay retirement pensions

Functions

Function Employees

Production 1547

Sales 186

50Changchai Company Limited Annual Report 2025

Technical 308

Financial 41

Administrative 254

Other 39

Total 2375

Educational backgrounds

Educational background Employees

Junior high school graduates and below 914

High school graduates 617

College graduates and technical secondary school graduates 504

Bachelors 318

Masters and above 22

Total 2375

2. Employee Remuneration Policy

The Company always adhered to the principle of tilting the remuneration incentive mechanism towards excellent

talents so as to display the roles of various professional technicians management staff and skilled backbones.Besides it adhered to the principle of increasing the employee’s income integrated with increasing labor

production efficiency and production & operation efficiency so as to perfect the salary structure and further

increase employees’ income steadily.

3. Employee Training Plans

The Company established the Management Rules on the Education & Training for Employees aiming to enhance

employees’ quality and try its best to cultivate a team of faithful and highly professional talents. Besides it

innovated the training mechanism optimized the training environment and reinforced to encourage employees to

attend various training so as to inspire the employees’ potential to the maximum extent and further promote the

sustainable development of the Company.

4. Labor Outsourcing

□ Applicable √ Not applicable

IX Company profit distribution and conversion of capital reserve into share capital

How the profit distribution policy especially the cash dividend policy was formulated executed or revised in the

Reporting Period:

√ Applicable □ Not applicable

In Articles of Association which had confirmed the specific profits distribution and cleared out the conditions

standards and proportion of the cash bonus stipulated the decision-making progress of the formulation and

51Changchai Company Limited Annual Report 2025

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 advice 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 profit’s distribution proposal fully respected the advice from the

medium and small shareholders. The profits distribution pre-plan and the turning capital reserve into share capital

preplan of the Company were both met with the relevant regulations of the Articles of Association and so on.Special statement about the cash dividend policy

In compliance with the Company’s Articles of Association and resolution of general meeting Yes

Specific and clear dividend standard and ratio Yes

Complete decision-making procedure and mechanism Yes

Independent directors faithfully performed their duties and played their due role Yes

Specific reasons and the next steps it intends to take to enhance the investor return level if

the Company did not pay cash dividend: N/A

Non-controlling interests are able to fully express their opinion and desire and their legal

rights and interests are fully protected N/A

In case of adjusting or changing the cash dividend policy the conditions and procedures

involved are in compliance with applicable regulations and transparent N/A

Indicate by tick mark whether the Company fails to put forward a cash dividend proposal despite the facts that the

Company has made profits in the Reporting Period and the profits of the Company as the parent distributable to

shareholders are positive.□ Applicable √ Not applicable

Final dividend plan for the Reporting Period:

√ Applicable □ Not applicable

Bonus shares for every 10 shares (share) 0

Dividend for every 10 shares (RMB) (tax inclusive) 0.22

Total shares as the basis for the profit distribution proposal (share) 705692507

Cash dividends (RMB) (tax inclusive) 15525235.15

Cash dividends in other forms (such as share repurchase) (RMB) 0

Total cash dividends (including those in other forms) (RMB) 15525235.15

Distributable profit (RMB) 1017201184.37

Total cash dividends (including those in other forms) as % of total profit distribution 100%

Cash dividend policy

Other

Particulars about the dividend plan

The profit distribution plan approved by the Board of Directors is as follows: Based on the Company's total

share capital as of December 31 2025 a cash dividend of RMB 0.22 per 10 shares (tax inclusive) will be

distributed to all shareholders with no bonus shares issued and no capital reserve converted into share capital.

52Changchai Company Limited Annual Report 2025

X Equity Incentive Plans Employee Stock Ownership Plans or Other Incentive Measures for Employees

□ Applicable √ Not applicable

No such cases in the Reporting Period.XI Formulation and Implementation of Internal Control System during the Reporting Period

1. Internal Control Formulation and Implementation

During the Reporting Period the Company strictly complied with national laws and regulations and relevant

regulations such as the Basic Code for Internal Control of Enterprises and the Guidelines for Application of

Enterprise Internal Control as well as the provisions and requirements of the Company's internal control standards

and optimized important business processes and improved and perfected the internal control system through

continuous supervision and effective evaluation of the operation of the Company's internal control so as to adapt

to the changing external environment and internal management requirements and improve the efficiency of the

Company's operation and management. By doing so the Company effectively prevented risks in operation and

management and promoted the achievement of internal control objectives. The Company's internal control system

can cover the major aspects of the Company's operation and management and the internal control design is sound

and reasonable with no material omissions.

2. Material Internal Control Weaknesses Identified for the Reporting Period

□ Yes √ No

XII Management of Subsidiaries by the Company during the Reporting Period

Subsidiary Integration Progress on

Problems

found in Solutions Solution Subsequentplan integration integration taken progress solution

Nil Nil Nil Nil Nil Nil Nil

XIII Self-Evaluation Report or Independent Auditor’s Report on Internal Control

1. Internal Control Self-Evaluation Report

Disclosure date of the internal

14 April 2026

control self-evaluation report

Index to the disclosed internal

control self-evaluation report

Evaluated entities’ combined assets

100.00%

as % of consolidated total assets

Evaluated entities’ combined

operating revenue as % of 100.00%

consolidated operating revenue

53Changchai Company Limited Annual Report 2025

Identification standards for internal control weaknesses

Type Financial reporting Non-financial reporting

The Company classifies internal

control deficiencies based on their

impact severity into material

weaknesses significant deficiencies

and general deficiencies:

(1) Material Weakness: One or more

control deficiencies that could result A deficiency shall be identified

in a severe deviation from control as a material weakness if it

objectives; exhibits any of the following

(2) Significant Deficiency: One or characteristics:

more control deficiencies with lesser (1) Serious violations of national

severity and economic consequences laws administrative regulations

than a material weakness but still and regulatory documents;

likely to cause deviation from (2) Failure to follow collective

control objectives; decision-making procedures for

(3) General Deficiency: Deficiencies "three major and one big"

not classified as material matters;

weaknesses or significant

Nature standard (3) Lack of systematic controlsdeficiencies. or complete failure of control

Qualitative Criteria: A deficiency systems for critical business

shall be identified as a material operations related to corporate

weakness if it exhibits any of the production and management;

following characteristics: (4) Failure of internal controls

1) Involves fraud by directors over information disclosure

supervisors or senior management; resulting in public censure by

Requires restatement of previously regulatory authorities;

issued financial statements; (5) Material weaknesses

2) Correct the published financial identified in internal control

statements assessments that remain

3) External auditors identify a unaddressed.

material misstatement in current

financial statements that internal

controls failed to detect;

4) The Audit Committee and internal

audit function are ineffective in

overseeing internal controls.Quantitative Criteria: Based on the Quantitative Criteria: With

Quantitative standard 2025 consolidated financial reference to the quantitative

statements data the quantitative standards for internal control

thresholds for determining the deficiencies in financial

54Changchai Company Limited Annual Report 2025

materiality of misstatements reporting the quantitative

(including omissions) in the thresholds for determining the

Company's consolidated financial significance of non-financial

statements are as follows: reporting internal control

Material Weakness: Misstatement ≥ deficiencies in the listed

5% of annual profit; company are as follows:

Significant Deficiency: 2.5% of Material Weakness: Potential

annual profit ≤ Misstatement < 5% direct loss ≥ 0.1% of net assets;

of annual profit; Significant Deficiency: 0.05% of

General Deficiency: Misstatement < net assets ≤ potential direct loss <

2.5% of annual profit. 0.1% of net assets;

General Deficiency: Potential

direct loss < 0.05% of net assets.Number of material weaknesses in

internal control over financial 0

reporting

Number of material weaknesses in

internal control not related to 0

financial reporting

Number of serious weaknesses in

internal control over financial 0

reporting

Number of serious weaknesses in

internal control not related to 0

financial reporting

2. Independent Auditor’s Report on Internal Control

√ Applicable □ Not applicable

Opinion paragraph in the independent auditor’s report on internal control

We have believed that Changchai Company Limited maintained effective internal control of the financial

report in significant aspects according to the Basic Norms of Internal Control and relevant regulations on 31

December 2025.Independent auditor’s report on internal

Disclosed

control disclosed or not

Disclosure date 14 April 2026

Index to such report disclosed Zhongxinghua Internal Control Audit Report No. (2026) 00000075

Type of the auditor’s opinion Unmodified unqualified opinion

Material weaknesses in internal control

None

not related to financial reporting

55Changchai Company Limited Annual Report 2025

Indicate by tick mark whether any modified opinion is expressed in the independent auditor’s report on the

Company’s internal control.□ Yes √ No

Indicate by tick mark whether the independent auditor’s report on the Company’s internal control is consistent

with the internal control self-evaluation report issued by the Company’s Board.√ Yes □ No

Indicate by tick mark whether non-standard audit opinions on internal control were issued during the reporting

period or the previous year

□ Yes √ No

XIV Remediation of Problems Identified by Self-inspection in the Special Action on the Governance of

Listed Companies

Nil

XVMajor Environmental Issues

Indicate by tick mark whether the Company or any of its subsidiaries was identified as a key polluter by the

environment authorities.√ Yes □ No

The number of enterprises included in the list of

enterprises required to disclose environmental 4

information in accordance with the law (in number)

No. Name Query index for legally disclosed environmentalinformation reports

1 Changchai Company Limited Jiangsu Provincial Ecological Environment

Department - Enterprise Environmental

2 Changchai Co. Ltd. Changjiang Branch Information Disclosure System (Jiangsu)

http://ywxt.sthjt.jiangsu.gov.cn:18181/spsarchive-w

3 Jiangsu Changchai Machinery Co. Ltd. ebapp/web/viewRunner.htmlviewId=http://ywxt.st

4 Changzhou Changniu Machinery Co. Ltd. hjt.jiangsu.gov.cn:18181/spsarchive-webapp/web/sps/views/yfpl/views/yfplHomeNew/index.js

XVI Social Responsibility

For specific details please refer to the "2025 Annual Social Responsibility Report of Changchai Co. Ltd."

disclosed by the company on April 14 2026 on http://www.cninfo.com.cn.XVII Efforts in Poverty Alleviation and Rural Revitalization

Nil

56Changchai Company Limited Annual Report 2025

Part V Significant Events

I Fulfillment of Commitments

1. Commitments of the Company’s De Facto Controller Shareholders Related Parties and Acquirers as

well as the Company Itself and Other Entities Fulfilled in the Reporting Period or Ongoing at the

Period-End

√ Applicable □ Not applicable

Type of Date of Term of Fulf

Commitment Promisor commitme Details of commitment commitme commit illm

nt nt making ment ent

1. Commit to not overstep

authority in interfering with the

Company's operational and

management activities and not to

appropriate the Company's

interests;

2. Commit to not providing

benefits to other entities or

individuals free of charge or

under unfair conditions nor

taking any other actions that may

harm the Company's interests;

3. From the date of this

commitment until the completion

of the Company's current private

placement if the China Securities

Commitment Regulatory Commission (CSRC)

s Made Changzhou April 11issues new regulatory

During Initial Investment 2020 -Other requirements regarding measures April 11 OngPublic Group Co. Decembto mitigate dilution of returns and 2020 er 31 oingOffering or Ltd. related commitments and if the

Refinancing 9999above commitments do not satisfy

such CSRC requirements the

undersigned further commits to

supplementing this undertaking in

accordance with the CSRC's latest

regulations;

4. Commit to earnestly fulfilling

the Company's measures to

mitigate dilution of returns and

any related commitments made

herein. If the undersigned violates

these commitments and causes

losses to the Company or its

investors it shall bear

corresponding compensation

liabilities in accordance with the

law.

57Changchai Company Limited Annual Report 2025

Shareholder Return Plan for the

Next Three Years (2023-2025):

Under the premise that the

Company's distributable profit

(i.e. after-tax profit after making

up for losses and withdrawing

statutory reserves) is positive in a

given year or semi-annual period

Other and that the Company has

commitments Changchai Dividend sufficient cash flow to ensure that

made to Company Commitm cash dividend distribution will not May 18 2023 -

Co

minority Limited ent affect its sustainable operations 2023 2025

mpl

shareholders the Company shall distribute no

eted

less than 10% of the annual

distributable profit of the parent

company in cash each year.Additionally the cumulative cash

dividends distributed over any

three consecutive fiscal years

shall be no less than 30% of the

average annual distributable profit

during those three years.Fulfilled on

time or not Yes

Specific

reasons for

failing to

fulfill

commitments N/A

on time and

plans for next

step (if any)

2. Where there had been an-earnings forecast for an asset or project and the Reporting Period was still

within the forecast period explain why the forecast has been reached for the Reporting Period.□ Applicable √ Not applicable

3.The company is involved in performance commitments

□ Applicable √ Not applicable

II Occupation of the Company’s Capital by the Controlling Shareholder or any of Its Related Parties for

Non-Operating Purposes

□ Applicable √ Not applicable

No such cases in the Reporting Period.III Irregularities in the Provision of Guarantees

□ Applicable √ Not applicable

No such cases in the Reporting Period.

58Changchai Company Limited Annual Report 2025

IV Explanations Given by the Board of Directors Regarding the Independent Auditor's “Modified Opinion”

on the Financial Statements of the Latest Period

□ Applicable √ Not applicable

V Explanations Given by the Board of Directors the Supervisory Board and the Independent Directors (if

any) Regarding the Independent Auditor's “Modified Opinion” on the Financial Statements of the

Reporting Period

□ Applicable √ Not applicable

VI YoY Changes to Accounting Policies Estimates and Correction of Material Accounting Errors

□ Applicable √ Not applicable

No such cases for the Reporting Period.VII YoY Changes to the Scope of the Consolidated Financial Statements

√ Applicable □Not applicable

During the reporting period Changzhou Fuji Changchai Robin Gasoline Engine Co. Ltd. (hereinafter referred to

as "Changchai Robin") a wholly-owned subsidiary inherited all assets liabilities businesses and all other rights

and obligations of Changzhou Changchai Horizon Agricultural Equipment Co. Ltd. (hereinafter referred to as

"Horizon Agricultural Equipment") through a comprehensive merger. In February 2025 the company received the

Registration Notice (Deng Zi [2025] No. 02270081) issued by the Government Service Management Office of

Changzhou High-tech Industrial Development Zone (Xinbei District) indicating that Horizon Agricultural

Equipment had cancelled its independent legal person status marking the completion of the merger between the

two wholly-owned subsidiaries.The wholly-owned subsidiary Changzhou Changniu Machinery Co. Ltd. (hereinafter referred to as "Changniu

Company") has merged all assets liabilities businesses and all other rights and obligations of its wholly-owned

subsidiary Changzhou Changchai Benniu Diesel Engine Parts Co. Ltd. (hereinafter referred to as "Changben

Company") through a comprehensive merger and absorption process inheriting the registered capital equity

structure and governance structure of the original Changben Company. In September 2025 the company received

the "Registration Notice" (Deng Zi [2025] No. 09080200) and "Registration Notice" (Deng Zi [2025] No.

09080101) issued by the Government Service Management Office of Changzhou High-tech Industrial

Development Zone (Xinbei District). The deregistration procedures for Changben Company and the change

procedures for Changniu Company have been completed marking the completion of the merger and absorption of

the wholly-owned subsidiary by the wholly-owned subsidiary.As of the end of the reporting period the entities included in the consolidated financial statements of the

Company comprised the parent company and seven subsidiaries.VIII Engagement and Disengagement of Independent Auditor

Current independent auditor:

Name of the domestic independent auditor Zhongxinghua Certified Public Accountants

59Changchai Company Limited Annual Report 2025

(Special General Partnership)

The Company’s payment to the domestic independent auditor

60

(RMB’0000)

How many consecutive years the domestic independent auditor

has provided audit service for the Company

Names of the certified public accountants from the domestic

Wang Jun Li PengchengLu Xia

independent auditor writing signatures on the auditor’s report

How many consecutive years the certified public accountants Two years for Wang Jun One year for Li

have provided audit service for the Company PengchengOne year for Lu Xia

Whether There Was a Change of Accounting Firms During the Audit Period

□ Yes √ No

Information on the engagement of internal control audit accounting firms financial advisors or sponsors

√ Applicable □ Not applicable

During the current year the Company engaged Zhongxinghua Certified Public Accountants (Special General

Partnership) as its internal control audit firm with audit fees amounting to RMB 135000.IX Possibility of Delisting after Disclosure of this Report

□ Applicable √ Not applicable

X Insolvency and Reorganization

□ Applicable √ Not applicable

No such cases in the Reporting Period.XI Major Legal Matters

□ Applicable √ Not applicable

No such cases in the Reporting Period.XII Punishments and Rectifications

□ Applicable √ Not applicable

No such cases in the Reporting Period.XIII Credit Quality of the Company as well as Its Controlling Shareholder and Actual Controller

√ Applicable □ Not applicable

The de facto controller of the Company is SASAC of Changzhou People’s Government and the controlling

shareholder of it is Changzhou Investment Group Co. Ltd. There is no such case that the controlling shareholder

fails to perform any legally effective judgment of courts or to pay off matured debts with a large amount.

60Changchai Company Limited Annual Report 2025

XIV Major Related-Party Transactions

1. Continuing Related-Party Transactions

□ Applicable √ Not applicable

No such cases in the Reporting Period.

2. Related-Party Transactions Regarding Purchase or Disposal of Assets or Equity Investments

□ Applicable √ Not applicable

No such cases in the Reporting Period.

3. Related-Party Transactions Regarding Joint Investments in Third Parties

□ Applicable √ Not applicable

No such cases in the Reporting Period.

4. Amounts Due to and from Related Parties

□ Applicable √ Not applicable

No such cases in the Reporting Period.

5. Transactions with Related Finance Companies

□ Applicable √ Not applicable

The Company did not make deposits in receive loans or credit from and was not involved in any other finance

business with any related finance company or any other related parties.

6. Transactions with Related Parties by Finance Companies Controlled by the Company

□ Applicable √ Not applicable

The finance company controlled by the Company did not make deposits receive loans or credit from and was not

involved in any other finance business with any related parties.

7. Other Major Related-Party Transactions

√Applicable □ Not applicable

1.On November 5 2025 the company held its eighth extraordinary meeting of the board of directors and

approved the proposal to jointly establish an equity investment fund with Changzhou Investment Group Co. Ltd.The wholly-owned subsidiary Changzhou Horizon Investment Co. Ltd. as a limited partner invested 30 million

yuan to jointly establish Changzhou Changtou Xinhui No.1 Equity Investment Fund (Limited Partnership) with

the company's controlling shareholder Changzhou Investment Group Co. Ltd. (hereinafter referred to as

"Investment Group") and its wholly-owned subsidiary Changzhou Xinhui Private Equity Fund Management Co.Ltd. (hereinafter referred to as "Xinhui Private Equity") focusing on advanced manufacturing projects intelligent

61Changchai Company Limited Annual Report 2025

agricultural machinery new energy new power etc. Strategic emerging industries and future industries. In

November 2025 Horizon Investment and Investment Group and Xinhui Private Equity jointly signed the

"Changzhou Changtou Xinhui No.1 Equity Investment Fund (Limited Partnership) Partnership Agreement" with

a paid in initial capital of 3.91 million yuan; Xinhui No.1 Fund has completed the industrial and commercial

registration procedures obtained the business license issued by the Zhonglou District Government Service

Management Office of Changzhou completed the private investment fund filing procedures with the China

Securities Investment Fund Industry Association and obtained the "Private Investment Fund Filing Certificate".

2. On December 4 2025 the company held the ninth extraordinary meeting of the board of directors in 2025 at

which the "Proposal on the Subsidiary Participating in the Establishment of an Equity Investment Fund and

Related Transactions" was deliberated and approved. Changzhou Housen Investment Co. Ltd. a wholly-owned

subsidiary served as a limited partner and contributed 50 million yuan to establish Yuanzhi Changtou Xingyu

(Changzhou) Equity Investment Partnership (Limited Partnership) with Changzhou Investment Group Co. Ltd. a

controlling shareholder Changzhou Xinhui Private Equity Fund Management Co. Ltd. a wholly-owned

subsidiary of the controlling shareholder Shenzhen Yuanzhi Venture Capital Co. Ltd. Changzhou Xingyu

Industrial Investment Co. Ltd. Changzhou Xingyu Investment Management Co. Ltd. Shenzhen Capital

Operation Group Co. Ltd. Shanghai Zhuiguang Julian Hard Technology Venture Capital Partnership (Limited

Partnership) and Changzhou Zhonglou Science and Technology Innovation Investment Partnership (Limited

Partnership) focusing on the upstream and downstream industrial chain of new energy vehicles and new energy

including but not limited to equipment materials and components.Related inquiries on the website for temporary disclosure of major related party transactions

Temporary

Temporary Announceme

Temporary Announcement Name announcement nt Disclosure

disclosure date Website

Name

Announcement of Changchai Co. Ltd. Regarding the Joint

Establishment of an Equity Investment Fund with its Controlling 6 November 2025

Shareholder and Related Transactions

Announcement of Changchai Co. Ltd. on the Progress of Jointly

Initiating the Establishment of an Equity Investment Fund with 12 November 2025

Controlling Shareholders and Related Transactions https://www.c

Announcement of Changchai Co. Ltd. on the Progress of Jointly ninfo.com.cn/

Initiating the Establishment of an Equity Investment Fund with 20 November 2025

Controlling Shareholders and Related Transactions

Announcement of Changchai Co. Ltd. Regarding Its Subsidiary's

Participation in the Establishment of an Equity Investment Fund and 5 December 2025

Related Transactions

XV Major Contracts and Execution thereof

1. Entrustment Contracting and Leases

(1) Entrustment

□ Applicable √ Not applicable

No such cases in the Reporting Period.

62Changchai Company Limited Annual Report 2025

(2) Contracting

□ Applicable √ Not applicable

No such cases in the Reporting Period.

(3) Leases

□ Applicable √ Not applicable

No such cases in the Reporting Period.

2. Major Guarantees

□ Applicable √ Not applicable

No such cases in the Reporting Period.

3. Cash Entrusted for Wealth Management

(1) Cash Entrusted for Wealth Management

√ Applicable □ Not applicable

Overviews of cash entrusted for wealth management during the Reporting Period

Unit: RMB’0000

Balance of entrusted

Specific type Risk characteristics financial management Undue balance

during the reporting period

Bank financial Low risk good liquidity high

28070.000

products security

Broker financial Low risk good liquidity high

1784.340

products security

The specific situation where a company as a single principal entrusts a financial institution to conduct asset

management or invest in high-risk entrusted wealth management products with low safety and poor liquidity

□ Applicable √ Not applicable

(2) Entrusted Loans

□ Applicable √ Not applicable

No such cases in the Reporting Period.

4. Other Major Contracts

□ Applicable √ Not applicable

No such cases in the Reporting Period.

63Changchai Company Limited Annual Report 2025

XVI Use of raised funds

□ Applicable √ Not applicable

No such cases in the Reporting Period.XVII Other Significant Events

√Applicable □ Not applicable

1. Expropriation and compensation for some buildings (street-side shops) at the company headquarters

On February 26 2025 the company received the "Announcement on the Publication of the 'Changzhou Urban

Rail Transit Line 5 Project Xiheng Street Station Project Housing Expropriation Compensation Plan' and

Solicitation of Opinions" issued by the People's Government of Zhonglou District Changzhou. Due to public

interest requirements the People's Government of Zhonglou District Changzhou intends to expropriate part of the

houses at No. 123 Huaide Middle Road Changzhou (i.e. the company's headquarters street-side shops). On July

21 2025 the company held the fourth extraordinary meeting of the board of directors and the third extraordinary

meeting of the board of supervisors in 2025 and deliberated and approved the "Proposal on Signing the

'Changzhou State-owned Land Housing Expropriation Compensation Agreement' for the headquarters street-side

shops". This matter was deliberated and approved by the second extraordinary shareholders' meeting in 2025 on

August 6 2025 agreeing to the company signing a compensation agreement with the Zhonglou District Housing

and Urban-Rural Development Bureau. The total compensation amount agreed upon in the agreement is 48.7877

million yuan. On August 7 2025 the company signed the "Changzhou State-owned Land Housing Expropriation

Compensation Agreement" with the Housing and Urban-Rural Development Bureau of Zhonglou District

Changzhou and received the first installment of compensation totaling 14.6363 million yuan in September 2025.In November 2025 the company received the remaining compensation amount of 34.1514 million yuan. As of the

end of the reporting period the company has received the full amount of compensation for the headquarters

street-side shops.

2. Expropriation and compensation for the company's foundry building

On March 6 2025 the company received the "Decision on the Expropriation of Houses on State-owned Land by

the People's Government of Xinbei District Changzhou" (Changxin Zheng [2025] No. 1) issued by the People's

Government of Xinbei District Changzhou. Due to the public interest of the reconstruction of the old urban area

the People's Government of Xinbei District Changzhou decided to expropriate the houses within the scope of the

old urban area reconstruction project (Phase I) of the foundry plant and surrounding plots in Sanjing Street. On

May 8 2025 the company held the second extraordinary meeting of the board of directors and the second

extraordinary meeting of the board of supervisors in 2025 and deliberated and approved the "Proposal on Signing

the Foundry Plant's 'Changzhou Xinbei District Non-Residential House Expropriation Compensation Agreement'".This matter was deliberated and approved by the first extraordinary shareholders' meeting in 2025 on May 26

2025 agreeing to the company signing a compensation agreement with the Xinbei District Housing and

Urban-Rural Development Bureau and Sanjing Street. The total compensation amount agreed upon in the

agreement is 346.8569 million yuan and the expropriation compensation agreement is yet to be signed.XVIII Significant Events of Subsidiaries

√ Applicable □ Not applicable

1. Absorption Merger of Horizon Agricultural Equipment by Changchai Robin

64Changchai Company Limited Annual Report 2025

On November 22 2024 the Company convened the Fifth Interim Board Meeting of 2024 and reviewed and

approved the "Proposal on the Merger between Changzhou Changchai Horizon Agricultural Equipment Co. Ltd.and Changzhou Fuji Changchai Robin Gasoline Engine Co. Ltd." The Board agreed that the wholly-owned

subsidiary Changzhou Fuji Changchai Robin Gasoline Engine Co. Ltd. would acquire all assets liabilities

business operations and other rights and obligations of the wholly-owned subsidiary Changzhou Changchai

Horizon Agricultural Equipment Co. Ltd. through statutory absorption merger. Post-merger Changchai Robin

continues normal operations while Horizon Agricultural Equipment's legal entity status has been deregistered. In

February 2025 the Company received the Registration Notice (No. Dengzi [2025] 02270081) issued by the

Government Services Management Office of Changzhou High-Tech Industrial Development Zone (Xinbei

District) confirming completion of Horizon Agricultural Equipment's industrial and commercial deregistration

procedures.

2.Changniu Company has merged with Changben Company

On June 9 2025 the company held the third extraordinary meeting of the board of directors in 2025 which

deliberated and approved the "Proposal on the Merger of Changzhou Changchai Benniu Diesel Engine Parts Co.Ltd. and Changzhou Changniu Machinery Co. Ltd.". The board of directors agreed that Changzhou Changniu

Machinery Co. Ltd. (hereinafter referred to as "Changniu Company") would merge with Changzhou Changchai

Benniu Diesel Engine Parts Co. Ltd. (hereinafter referred to as "Changben Company") through an overall merger

incorporating all assets liabilities businesses and all other rights and obligations of Changben Company and

inheriting the original registered capital equity structure and governance structure of Changben Company. In

September 2025 the company received the "Registration Notice" (Deng Zi [2025] No. 09080200) and

"Registration Notice" (Deng Zi [2025] No. 09080101) issued by the Government Service Management Office of

Changzhou High-tech Industrial Development Zone (Xinbei District). Changben Company completed the

industrial and commercial deregistration and Changniu Company completed the industrial and commercial

change registration marking the completion of the merger.

3. Acquisition of 3% equity held by individual shareholders of Zhenjiang Siyang

In August 2025 the company acquired a 3% equity stake held by six individual shareholders of Zhenjiang Siyang

a controlling subsidiary for a price of RMB 3.06 million. As of the end of the reporting period the company held

a total of 52% equity in Zhenjiang Siyang remaining its largest shareholder.

65Changchai Company Limited Annual Report 2025

Part VI Share Changes and Shareholder Information

I Share Changes

1. Share Changes

Unit: share

Before Increase/decrease in the Reporting Period (+/-) After

Shares Shares

as as

Number Percenta New dividend

dividend

converte Other Subtotal Number Percentage (%) issues converte ge (%)

d from d from

profit capitalreserves

1.

Restricte 0 0.00% 0 0 0 0 0 0 0.00%

d shares

1.1

Shares

held by 0 0.00% 0 0 0 0 0 0 0.00%

governm

ent

1.2

Shares

held by

state-ow 0 0.00% 0 0 0 0 0 0 0.00%

ned

legal

persons

1.3

Shares

held by

other

domesti 0 0.00% 0 0 0 0 0 0 0.00%

c

investor

s

Among

which:

Shares

held by 0 0.00% 0 0 0 0 0 0 0.00%

domesti

c legal

persons

Shares

held by 0 0.00% 0 0 0 0 0 0 0.00%

domesti

c natural

66Changchai Company Limited Annual Report 2025

persons

1.4

Shares

held by

foreign 0 0.00% 0 0 0 0 0 0 0.00%

investor

s

Among

which:

Shares

held by 0 0.00% 0 0 0 0 0 0 0.00%

foreign

legal

persons

Shares

held by

foreign 0 0.00% 0 0 0 0 0 0 0.00%

natural

persons

2.

Unrestri 705692 100.00 0 0 0 0 0 705692 100.00cted 507 % 507 %

shares

2.1

RMB-de

nominat 555692 555692

ed 507 78.74% 0 0 0 0 0 507 78.74%

ordinary

shares

2.2

Domesti

cally 150000

listed 000 21.26% 0 0 0 0 0

150000

00021.26%

foreign

shares

2.3

Oversea

listed 0 0.00% 0 0 0 0 0 0 0.00%

foreign

shares

2.4

Other 0 0.00% 0 0 0 0 0 0 0.00%

3. Total 705692 100.00 0 0 0 0 0 705692 100.00shares 507 % 507 %

Reasons for the share changes:

□ Applicable √ Not applicable

Approval of share changes:

□ Applicable √ Not applicable

Transfer of share Ownership:

□ Applicable √ Not applicable

Effects of share changes on the basic and diluted earnings per share equity per share attributable to the

67Changchai Company Limited Annual Report 2025

Company’s ordinary shareholders and other financial indicators of the prior year and the prior accounting period

respectively:

□ Applicable √ Not applicable

Other information that the Company considers necessary or is required by the securities regulator to be disclosed:

□ Applicable √ Not applicable

2. Changes in Restricted Shares

□ Applicable √ Not applicable

II Issuance and Listing of Securities

1. Securities (Exclusive of Preferred Shares) Issued in the Reporting Period

□ Applicable √ Not applicable

2. Changes to Total Shares Shareholder Structure and Asset and Liability Structures

□ Applicable √ Not applicable

3. Existing Staff-Held Shares

□ Applicable √ Not applicable

III Shareholders and Actual Controller

1. Shareholder Structure and Holdings

Unit: share

Number of

ordinary Number ofNumber of preferred

Number of shareholders

ordinary at the

preferred shareholders with

45144 month-end 45635 shareholders 0 resumed votingshareholder 0

s prior to the

with rights at the

disclosure resumed month-end prior

of this voting rights to the disclosure

Report of this Report

5% or greater shareholders or top 10 shareholders

Shares in

Shareh Increase/d pledge or

Name of Nature of olding Total shares ecrease in Restricte Unrestricte frozen

shareholder shareholder percent held at the the d shares d shares

age period-end Reporting held held

Sh

Period Status are

s

Changzhou State-owned

legal person 32.26% 227663417 0 0

22766341 N/A 0

Investment 7

68Changchai Company Limited Annual Report 2025

Group Co.Ltd

Domestic

Chen Jian natural 0.71% 4988800 1361000 0 4988800

person

KGI ASIA Foreign legal

LIMITED person 0.44% 3100195 0 0 3100195

BARCLAYS Foreign legal

BANK PLC person 0.43% 3042917 2444517 0 3042917

Bank of

China

Limited -

Huashang

Zhenxuan

Return Other 0.41% 2895200 2895200 0 2895200

Hybrid

Securities

Investment

Fund

Domestic

Dai Xuerong natural 0.34% 2396600 2396600 0 2396600

person

Domestic

Lv Qiang natural 0.34% 2383800 2383800 0 2383800

person

Goldman

Sachs Foreign legal

International person 0.32% 2257888 2257888 0 2257888

- Own Funds

China

Minsheng

Banking

Corp. Ltd. -

Jinyuan

Shun'an

Yuanqi Other 0.29% 2072600 872600 0 2072600

Flexible

Allocation

Hybrid

Securities

Investment

Fund

Domestic

Li Suinan natural 0.23% 1602000 1700 0 1602000

person

Strategic investor or general

legal person becoming a

top-10 ordinary shareholder N/A

due to rights issue (if any)

Related or acting-in-concert It is unknown whether there is among the top 10 public shareholders and the

parties among the top 10 unrestricted public shareholders any related parties or acting-in-concert

shareholders above parties as defined in the Administrative Measures for Information Regarding

69Changchai Company Limited Annual Report 2025

Shareholding Alteration.Above shareholders involved

in entrusting/being entrusted

with voting rights and giving N/A

up voting rights

Special account for share

repurchases (if any) among N/A

the top 10 shareholders

Top 10 unrestricted shareholders

Unrestricted shares held at the Shares by type

Name of shareholder

period-end Type Shares

Changzhou Investment 227663417 RMB-denominatedGroup Co. Ltd ordinary share 227663417

Chen Jian 4988800 RMB-denominatedordinary share 4988800

KGI ASIA LIMITED 3100195 Domestically listedforeign share 3100195

BARCLAYS BANK PLC 3042917 RMB-denominatedordinary share 3042917

Bank of China Limited -

Huashang Zhenxuan Return

Hybrid Securities Investment 2895200

RMB-denominated

ordinary share 2895200

Fund

Dai Xuerong 2396600 RMB-denominatedordinary share 2396600

Lv Qiang 2383800 RMB-denominatedordinary share 2383800

Goldman Sachs International

- Own Funds 2257888

RMB-denominated

ordinary share 2257888

China Minsheng Banking

Corp. Ltd. - Jinyuan Shun'an

Yuanqi Flexible Allocation 2072600 RMB-denominated 2072600

Hybrid Securities Investment ordinary share

Fund

Li Suinan 1602000 Domestically listedforeign share 1602000

Related or acting-in-concert

parties among top 10

unrestricted public It is unknown whether there is among the top 10 public shareholders and the

shareholders as well as top 10 unrestricted public shareholders any related parties or acting-in-concert

between top 10 unrestricted parties as defined in the Administrative Measures for Information Regarding

public shareholders and top Shareholding Alteration.

10 shareholders

Top 10 ordinary shareholders

involved in securities margin Shareholders Chen Jian hold 4988800 shares of the Company's stock

trading (if any) through margin credit accounts.Top 10 shareholders involved in refinancing shares lending

□ Applicable √ Not applicable

Changes in Top 10 Shareholders Due to Securities Lending/Return Activities

□ Applicable √ Not applicable

70Changchai Company Limited Annual Report 2025

Repurchase Agreements Involving Top 10 Shareholders During Reporting Period

□ Yes √ No

No such cases in the Reporting Period.

2. Controlling Shareholder

Nature of the controlling shareholder: Controlled by a local state-owned legal person

Type of the controlling shareholder: Legal person

Legal

Name of controlling representati Date of Unified social credit

Principal activity

shareholder ve/person establishment code

in charge

Property

Changzhou Investment

Yao Xiang 20 June 2002 91320400467283980X investment and

Group Co. Ltd.management

Controlling shareholder’s

holdings in other listed

companies at home or Nil

abroad in the Reporting

Period

Change of the controlling shareholder in the Reporting Period:

□ Applicable √ Not applicable

No such cases in the Reporting Period.

3. Actual Controller and Its Acting-in-Concert Parties

Nature of the actual controller: Local institution for state-owned assets management

Type of the actual controller: Legal person

Legal

representativ Date of

Name of actual controller Unified social credit code Principal activity

e/person in establishment

charge

State-owned Assets

Supervision and

Administration

Shi Jiangshui 11320400014110251M Not applicable

Commission of

Changzhou Municipal

People’s Government

Other listed companies at

home or abroad None

controlled by the actual

controller in the

71Changchai Company Limited Annual Report 2025

Reporting Period

Change of the actual controller during the Reporting Period:

□ Applicable √ Not applicable

No such cases in the Reporting Period.Ownership and control relations between the actual controller and the Company:

Indicate by tick mark whether the actual controller controls the Company via trust or other ways of asset

management.□ Applicable √ Not applicable

4. Number of Accumulative Pledged Shares held by the Company’s Controlling Shareholder or the Largest

Shareholder as well as Its Acting-in-Concert Parties Accounts for 80% of all shares of the Company held

by Them

□ Applicable √ Not applicable

5. Other 10% or Greater Corporate Shareholders

□ Applicable √ Not applicable

6. Limitations on Shareholding Decrease by the Company’s Controlling Shareholder Actual Controller

Reorganizer and Other Commitment Makers

□ Applicable √ Not applicable

IV Specific Implementation of Share Repurchase during the Reporting Period

Progress on any share repurchase

□ Applicable √ Not applicable

Progress on reducing the repurchased shares by means of centralized bidding

□ Applicable √ Not applicable

72Changchai Company Limited Annual Report 2025

V Information related to preferred shares

□ Applicable √ Not applicable

No such cases in the Reporting Period.

73Changchai Company Limited Annual Report 2025

Part VII Bonds

□ Applicable √ Not applicable

74Changchai Company Limited Annual Report 2025

Part VIII Financial Statements

I Independent Auditor’s Report

Type of the independent auditor’s opinion Unmodified unqualified opinion

Date of signing this report 13 April 2026

Zhongxinghua Certified Public Accountants (Special

Name of the independent auditor

General Partnership)

No. of the auditor’s report Zhongxinghua Audit (2026) No. 00005705

Name of the certified public accountants Wang Jun Li PengchengLu Xia

Text of the Independent Auditor’s Report

To the Shareholders of Changchai Company Limited

I Opinion

We have audited the accompanying financial statements of Changchai Company Limited. (together with its

consolidated subsidiaries included in the consolidated financial statements the “Changchai Company”) which

comprise the parent’s and consolidated balance sheets as at 31 December 2025 the parent’s and consolidated

income statements for 2025 the parent’s and consolidated cash flow statements the parent’s and consolidated

statements of changes in shareholders’ equity for the year then ended as well as the notes to the financial

statements.In our opinion the financial statements attached were prepared in line with the regulations of Accounting

Standards for Business Enterprises in all significant aspects which gave a true and fair view of the consolidated

and parent financial position of Changchai Company. As at 31 December 2025 and the consolidated and parent

business performance and cash flow for 2025.II Basis for Opinion

We conducted our audits in accordance with the Audit Standards for Chinese Registered Accountants. Our

responsibilities under those standards are further described in the Auditor’s Responsibilities for Audit of Financial

Statements section of our report. We are independent of the Company in accordance with the Independence

Standards and China Code of Ethics for Certified Public Accountants and we have fulfilled our other ethical

responsibilities in accordance with the said Code of Ethics. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.III Key Audit Matters

Key audit matters are those matters that in our professional judgment were of most significance in our audit of

the financial statements for the current period. These matters were addressed in the context of our audit of the

financial statements as a whole and we do not provide a separate opinion on these matters. We have determined

the following matters to be the key audit matters to be communicated in the audit report.(I) Revenue Recognition

1. Matter Description

Changchai Company's operating revenue primarily derives from the sales of diesel engines and related

components. For details on the accounting policies for revenue recognition and the analysis of revenue please

75Changchai Company Limited Annual Report 2025

refer to the accounting policies described in Note III.27 "Significant Accounting Policies and Estimates" and Note

V.38 "Consolidated Financial Statement Items" in the notes to the consolidated financial statements. For the year

2025 Changchai Company reported operating revenue of RMB 2476325822.68.

As operating revenue is one of Changchai Company’s key performance indicators there is an inherent risk that

management (hereinafter referred to as "Management") may recognize revenue inappropriately to achieve specific

targets or expectations. Therefore we identified the recognition and measurement of Changchai Company’s

revenue as a key audit matter.

2. Audit Response

(1) Gained an understanding of key internal controls related to revenue recognition evaluated the design of these

controls determined whether they were implemented and tested the operating effectiveness of relevant internal

controls;

(2) Conducted interviews with Management to understand Changchai Company’s revenue recognition policies;

(3) Reviewed sales contracts to understand key contractual terms and conditions and assessed whether the revenue

recognition methods were appropriate;

(4) Performed analytical procedures on operating revenue and gross profit margin by month product and

customer to identify any significant or unusual fluctuations and investigated the reasons for such fluctuations;

(5) Examined supporting documents related to revenue recognition on a sample basis including but not limited to

sales contracts purchase orders sales invoices delivery notes customer acknowledgments settlement documents

export declarations and bills of lading;

(6) Conducted confirmations of sales revenue and accounts receivable balances with major customers to verify the

authenticity and accuracy of revenue recognition;

(7) Performed sample testing on sales revenue recognized around the balance sheet date to assess whether revenue

was recorded in the appropriate period;

(8) Obtained business registration information of Changchai Company’s major customers and inquired with

relevant personnel to confirm whether any related-party relationships existed between major customers and

Changchai Company;

(9) Reviewed whether information related to operating revenue was appropriately presented in the financial

statements.(II) Impairment of Accounts Receivable

1. Matter Description

As of December 31 2025 the gross carrying amount of accounts receivable in the consolidated balance sheet of

Changchai Company was RMB 595409718.16 with an allowance for doubtful accounts of RMB 143661185.82

resulting in a net carrying amount of RMB 451748532.34.Management of Changchai Company measures the allowance for impairment based on the expected credit losses

over the lifetime of the receivables either individually or collectively according to the credit risk characteristics

of the accounts receivable. For accounts receivable measured individually for expected credit losses Management

considers reasonable and supportable information about past events current conditions and forecasts of future

economic conditions to estimate the expected collectible cash flows thereby determining the appropriate

allowance. For accounts receivable measured collectively for expected credit losses they are grouped based on

aging and the allowance is determined by referencing historical credit loss experience adjusted for

forward-looking estimates. An aging analysis of accounts receivable is prepared and matched with expected credit

loss rates to calculate the allowance. Given the materiality of accounts receivable and the significant management

76Changchai Company Limited Annual Report 2025

judgment involved in impairment assessment we identified the impairment of accounts receivable as a key audit

matter.

2. Audit Response

(1) Gained an understanding of key internal controls related to accounts receivable impairment evaluated their

design determined whether they were implemented and tested the operating effectiveness of relevant controls;

(2) Reviewed subsequent actual write-offs or reversals of allowances for doubtful accounts from prior years to

assess the accuracy of Management’s past estimates;

(3) Evaluated Management’s considerations and supporting evidence in assessing the credit risk of accounts

receivable to determine whether credit risk characteristics were appropriately identified;

(4) For individually assessed accounts receivable obtained and examined Management’s cash flow projections

assessed the reasonableness of key assumptions and data accuracy and corroborated them with external evidence;

(5) For collectively assessed accounts receivable evaluated the appropriateness of grouping based on credit risk

characteristics and assessed the reasonableness of the aging analysis and expected credit loss rates by comparing

them with historical loss experience and forward-looking adjustments;

(6) Tested the accuracy and completeness of data used by Management and verified the correctness of the

allowance calculation;

(7) Performed confirmations on a sample of year-end accounts receivable balances discussed collection status and

potential risks with Management and examined subsequent collections to assess the reasonableness of the

allowance;

(8) Reviewed whether disclosures related to accounts receivable impairment were appropriately presented in the

financial statements.IV. Other Information

The management of Changchai Company (hereinafter referred to as "Management") is responsible for the other

information. The other information comprises the information included in the 2025 Annual Report of Changchai

Company but does not include the financial statements and our audit report.Our opinion on the financial statements does not cover the other information nor do we express any form of

assurance conclusion thereon.In connection with our audit of the financial statements our responsibility is to read the other information and in

doing so consider whether the other information is materially inconsistent with the financial statements or our

knowledge obtained in the audit or otherwise appears to be materially misstated.Based on the work we have performed if we conclude that there is a material misstatement in the other

information we are required to report that fact. In this regard we have nothing to report.V. Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with

the Accounting Standards for Business Enterprises and for the design implementation and maintenance of

internal control relevant to the preparation of financial statements that are free from material misstatement

whether due to fraud or error.In preparing the financial statements Management is responsible for assessing Changchai Company’s ability to

continue as a going concern disclosing matters related to going concern (as applicable) and using the going

concern basis of accounting unless Management either intends to liquidate the Company cease operations or has

no realistic alternative but to do so.Those charged with governance are responsible for overseeing the Company’s financial reporting process.

77Changchai Company Limited Annual Report 2025

VI. Auditor’s Responsibilities for the Audit of the Financial Statements

Our objective is to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement whether due to fraud or error and to issue an audit report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance

with auditing standards will always detect a material misstatement when it exists. Misstatements can arise from

fraud or error and are considered material if individually or in aggregate they could reasonably be expected to

influence the economic decisions of users taken on the basis of these financial statements.In conducting the audit in accordance with auditing standards we exercised professional judgment and maintained

professional skepticism. Furthermore we:

(1) Identified and assessed the risks of material misstatement of the financial statements whether due to fraud or

error; designed and performed audit procedures responsive to those risks; and obtained sufficient and appropriate

audit evidence as a basis for our audit opinion. The risk of not detecting a material misstatement resulting from

fraud is higher than for one resulting from error as fraud may involve collusion forgery intentional omissions

misrepresentations or the override of internal controls.

(2) Obtained an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances.

(3) Evaluated the appropriateness of accounting policies used by management and the reasonableness of

accounting estimates and related disclosures made by management.

(4) Concluded on the appropriateness of management’s use of the going concern basis of accounting. Based on the

audit evidence obtained we concluded whether a material uncertainty exists related to events or conditions that

may cast significant doubt on Changchai Company’s ability to continue as a going concern. If we conclude that a

material uncertainty exists auditing standards require us to draw attention in our audit report to the related

disclosures in the financial statements or if such disclosures are inadequate to modify our opinion. Our

conclusions are based on the information available to us up to the date of the audit report. However future events

or conditions may cause Changchai Company to cease to continue as a going concern.

(5) Evaluated the overall presentation structure and content of the financial statements and assessed whether the

financial statements represent the underlying transactions and events fairly.

(6) Obtained sufficient and appropriate audit evidence regarding the financial information of the entities or

business activities within Changchai Company to express an opinion on the financial statements. We were

responsible for directing supervising and performing the group audit and remain solely responsible for our audit

opinion.We communicated with those charged with governance regarding among other matters the planned scope and

timing of the audit significant audit findings and any significant deficiencies in internal control identified during

our audit.We also provided those charged with governance with a statement that we complied with relevant ethical

requirements regarding independence and communicated all relationships and other matters that may reasonably

be thought to bear on our independence including relevant safeguards (where applicable).From the matters communicated with those charged with governance we determined those matters that were of

most significance in the audit of the financial statements of the current period and were therefore the key audit

matters. We describe these matters in our audit report unless law or regulation precludes public disclosure or in

extremely rare circumstances we determine that a matter should not be communicated in our report because the

adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits.

78Changchai Company Limited Annual Report 2025

Zhongxinghua Certified Public Accountants LLP Chinese CPA: Wang Jun

(Special General Partnership) (Engagement Partner)

Chinese CPA: Li PengchengLu Xia

Beijing · China 13 April 2026

II Financial Statements

Currency unit for the financial statements and the notes thereto: RMB

1. Consolidated Balance Sheet

Prepared by Changchai Company Limited

31 December 2025

Unit: RMB

Item 31 December 2025 1 January 2025

Current assets:

Monetary assets 1338231792.64 1063700492.59

Settlement reserve

Interbank loans granted

Held-for-trading financial assets 372184689.98 303667459.65

Derivative financial assets

Notes receivable 386557535.74 318814017.13

Accounts receivable 451748532.34 444254240.02

Accounts receivable financing 165125708.93 223261002.76

Prepayments 22389102.11 12725958.70

Premiums receivable

Reinsurance receivables

Receivable reinsurance contract

reserve

Other receivables 5495898.75 9847441.82

Including: Interest receivable

Dividends receivable 0.00 7165080.00

Financial assets purchased under

resale agreements

Inventories 757083436.15 819201998.42

Including: Data resources

Contract assets

Assets held for sale

79Changchai Company Limited Annual Report 2025

Current portion of non-current

assets

Other current assets 19020727.98 54605021.67

Total current assets 3517837424.62 3250077632.76

Non-current assets:

Loans and advances to customers

Investments in debt obligations

Investments in other debt

obligations

Long-term receivables

Long-term equity investments

Investments in other equity

981361295.81941120058.72

instruments

Other non-current financial assets 337118757.03 377869217.49

Investment property 35644130.99 37740844.55

Fixed assets 550316120.80 615414505.40

Construction in progress 2801650.98 3376866.69

Productive living assets

Oil and gas assets

Right-of-use assets

Intangible assets 133751352.61 142805785.86

Including: Data resources

Development costs

Including: Data resources

Goodwill

Long-term prepaid expense 2597472.39 2664557.06

Deferred income tax assets 7350047.87 6458337.99

Other non-current assets 9503046.92 4373097.30

Total non-current assets 2060443875.40 2131823271.06

Total assets 5578281300.02 5381900903.82

Current liabilities:

Short-term borrowings 88926344.09 94471787.41

Borrowings from the central bank

Interbank loans obtained

Held-for-trading financial

liabilities

80Changchai Company Limited Annual Report 2025

Derivative financial liabilities

Notes payable 562313345.98 491643629.88

Accounts payable 793473800.05 690733575.75

Advances from customers 30112510.00 30183376.84

Contract liabilities 40040496.36 31640879.59

Financial assets sold under

repurchase agreements

Customer deposits and interbank

deposits

Payables for acting trading of

securities

Payables for underwriting of

securities

Employee benefits payable 56773482.39 48792254.98

Taxes payable 5305526.88 4214324.70

Other payables 134619772.83 117736961.52

Including: Interest payable

Dividends payable 3891433.83 3891433.83

Handling charges and commissions

payable

Reinsurance payables

Liabilities directly associated with

assets held for sale

Current portion of non-current

liabilities

Other current liabilities 72672756.98 175064677.93

Total current liabilities 1784238035.56 1684481468.60

Non-current liabilities:

Insurance contract reserve

Long-term borrowings

Bonds payable

Including: Preferred shares

Perpetual bonds

Lease liabilities

Long-term payables

Long-term employee benefits

81Changchai Company Limited Annual Report 2025

payable

Provisions 83448865.86 73002860.52

Deferred income 25976437.56 29386167.02

Deferred income tax liabilities 159449521.13 154449852.33

Other non-current liabilities

Total non-current liabilities 268874824.55 256838879.87

Total liabilities 2053112860.11 1941320348.47

Shareholders’ equity:

Share capital 705692507.00 705692507.00

Other equity instruments

Including: Preferred shares

Perpetual bonds

Capital reserves 641070433.90 640509675.84

Less: Treasury stock

Other comprehensive income 677272601.44 643067549.91

Specific reserve 23936408.22 21959066.35

Surplus reserves 370454881.23 367826665.27

General reserve

Retained earnings 1024763845.76 983627999.95

Total equity attributable to

Shareholders of the Company as 3443190677.55 3362683464.32

the parent

Non-controlling interests 81977762.36 77897091.03

Total shareholders’ equity 3525168439.91 3440580555.35

Total liabilities and shareholders’

5578281300.025381900903.82

equity

Legal representative: Xie Guozhong General Manager: Xie Guozhong

Head of the accounting department: Jiang He

82Changchai Company Limited Annual Report 2025

2. Balance Sheet of the Company as the Parent

Unit: RMB

Item 31 December 2025 1 January 2025

Current assets:

Monetary assets 1184168481.94 932456827.90

Held-for-trading financial assets 250280555.56 200209027.78

Derivative financial assets

Notes receivable 367314112.02 291060042.38

Accounts receivable 422352840.72 424946666.41

Accounts receivable financing 158773143.84 215854639.00

Prepayments 20288875.23 8720127.77

Other receivables 20239727.26 24288767.65

Including: Interest receivable

Dividends receivable 0.00 7165080.00

Inventories 491497389.92 551350588.20

Including: Data resources

Contract assets

Assets held for sale

Current portion of non-current

assets

Other current assets 9472115.44 31935179.39

Total current assets 2924387241.93 2680821866.48

Non-current assets:

Investments in debt obligations

Investments in other debt

obligations

Long-term receivables

Long-term equity investments 871339449.94 868279449.94

Investments in other equity

981361295.81941120058.72

instruments

Other non-current financial assets 337118757.03 377869217.49

Investment property 35644130.99 37740844.55

Fixed assets 158326289.42 188539011.23

Construction in progress 2046605.11 3132433.82

Productive living assets

83Changchai Company Limited Annual Report 2025

Oil and gas assets

Right-of-use assets

Intangible assets 49915087.13 56046446.22

Including: Data resources

Development costs

Including: Data resources

Goodwill

Long-term prepaid expense

Deferred income tax assets 5803319.96 5814276.42

Other non-current assets 4491336.83 3755279.00

Total non-current assets 2446046272.22 2482297017.39

Total assets 5370433514.15 5163118883.87

Current liabilities:

Short-term borrowings 64945571.32 49843838.91

Held-for-trading financial

liabilities

Derivative financial liabilities

Notes payable 568770609.52 652752618.33

Accounts payable 728400988.92 572396386.79

Advances from customers 30112510.00 30183376.84

Contract liabilities 30984771.72 23493204.39

Employee benefits payable 40323108.47 39221119.16

Taxes payable 2104226.06 2116355.96

Other payables 130050726.29 111060096.07

Including: Interest payable

Dividends payable 3243179.97 3243179.97

Liabilities directly associated with

assets held for sale

Current portion of non-current

liabilities

Other current liabilities 76701145.43 39139067.15

Total current liabilities 1672393657.73 1520206063.60

Non-current liabilities:

Long-term borrowings

Bonds payable

84Changchai Company Limited Annual Report 2025

Including: Preferred shares

Perpetual bonds

Lease liabilities

Long-term payables

Long-term employee benefits

payable

Provisions 77950061.03 70293055.65

Deferred income 25976437.56 29386167.02

Deferred income tax liabilities 147441091.25 147506745.60

Other non-current liabilities

Total non-current liabilities 251367589.84 247185968.27

Total liabilities 1923761247.57 1767392031.87

Shareholders’ equity:

Share capital 705692507.00 705692507.00

Other equity instruments

Including: Preferred shares

Perpetual bonds

Capital reserves 659418700.67 659418700.67

Less: Treasury stock

Other comprehensive income 677272601.44 643067549.91

Specific reserve 16632391.87 19117263.36

Surplus reserves 370454881.23 367826665.27

Retained earnings 1017201184.37 1000604165.79

Total shareholders’ equity 3446672266.58 3395726852.00

Total liabilities and shareholders’

5370433514.155163118883.87

equity

Legal representative: Xie Guozhong General Manager: Xie Guozhong

Head of the accounting department: Jiang He

85Changchai Company Limited Annual Report 2025

3. Consolidated Income Statement

Unit: RMB

Item 2025 2024

1. Revenue 2476325822.68 2415869028.32

Including: Operating revenue 2476325822.68 2415869028.32

Interest income

Insurance premium income

Handling charge and commission income

2. Costs and expenses 2438036566.95 2371544119.17

Including: Cost of sales 2179995775.46 2119300466.07

Interest expense

Handling charge and commission expense

Surrenders

Net insurance claims paid

Net amount provided as insurance contract reserve

Expenditure on policy dividends

Reinsurance premium expense

Taxes and surcharges 18422612.74 16181617.86

Selling expense 52818923.00 60617254.43

Administrative expense 108081816.30 115466341.90

R&D expense 83676763.37 83401477.60

Finance costs -4959323.92 -23423038.69

Including: Interest expense 591180.17 341136.21

Interest income 12531332.63 17940638.39

Add: Other income 26921508.33 23621255.14

Return on investment (“-” for loss) 9829843.17 24265851.27

Including: Share of profit or loss of joint ventures and associates

Income from the derecognition of financial assets at

-2660696.74-3313989.60

amortized cost (“-” for loss)

Exchange gain (“-” for loss)

Net gain on exposure hedges (“-” for loss)

Gain on changes in fair value (“-” for loss) -19942996.94 -65938196.89

Credit impairment loss (“-” for loss) -264721.24 1229820.12

Asset impairment loss (“-” for loss) -23624390.85 -14403371.83

86Changchai Company Limited Annual Report 2025

Asset disposal income (“-” for loss) 36192896.62 304377.71

3. Operating profit (“-” for loss) 67401394.82 13404644.67

Add: Non-operating income 211724.94 2838603.42

Less: Non-operating expense 1375295.13 886507.69

4. Profit before tax (“-” for loss) 66237824.63 15356740.40

Less: Income tax expense 8263402.18 -9260824.48

5. Net profit (“-” for net loss) 57974422.45 24617564.88

5.1 By operating continuity

5.1.1 Net profit from continuing operations (“-” for net

57974422.4524617564.88

loss)

5.1.2 Net profit from discontinued operations (“-” for net

loss)

5.2 By shareholders’ equity

5.2.1 Net profit attributable to shareholders of the Company as

50820986.8418489896.00

the parent

5.2.1 Net profit attributable to non-controlling interests 7153435.61 6127668.88

6. Other comprehensive income net of tax 34205051.53 -24112771.91

Attributable to shareholders of the Company as the parent 34205051.53 -24112771.91

6.1 Items that will not be reclassified to profit or loss 34205051.53 -24112771.91

6.1.1 Changes caused by remeasurements on defined benefit

schemes

6.1.2 Other comprehensive income that will not be reclassified

to profit or loss under the equity method

6.1.3 Changes in the fair value of investments in other equity

34205051.53-24112771.91

instruments

6.1.4 Changes in the fair value arising from changes in own

credit risk

6.1.5 Other

6.2 Items that will be reclassified to profit or loss

6.2.1 Other comprehensive income that will be reclassified to

profit or loss under the equity method

6.2.2 Changes in the fair value of investments in other debt

obligations

6.2.3 Other comprehensive income arising from the

reclassification of financial assets

6.2.4 Credit impairment allowance for investments in other debt

obligations

87Changchai Company Limited Annual Report 2025

6.2.5 Reserve for cash flow hedges

6.2.6 Differences arising from the translation of foreign

currency-denominated financial statements

6.2.7 Other

Attributable to non-controlling interests

7. Total comprehensive income 92179473.98 504792.97

Attributable to shareholders of the Company as the parent 85026038.37 -5622875.91

Attributable to non-controlling interests 7153435.61 6127668.88

8. Earnings per share

8.1 Basic earnings per share 0.0720 0.0262

8.2 Diluted earnings per share 0.0720 0.0262

Legal representative: Xie Guozhong General Manager: Xie Guozhong

Head of the accounting department: Jiang He

88Changchai Company Limited Annual Report 2025

4. Income Statement of the Company as the Parent

Unit: RMB

Item 2025 2024

1. Operating revenue 2305312712.23 2261596684.92

Less: Cost of sales 2093897153.32 2025918153.26

Taxes and surcharges 10516019.91 9757870.85

Selling expense 47342234.43 54333372.12

Administrative expense 80547956.74 86953834.51

R&D expense 74653286.03 74555192.15

Finance costs -3969578.81 -26393666.49

Including: Interest expense 476056.61 14172.26

Interest income 10857622.39 21371554.39

Add: Other income 25986486.83 22448967.24

Return on investment (“-” for loss) 8858078.70 22651325.15

Including: Share of profit or loss of joint ventures and

associates

Income from the derecognition of financial assets at

-2207083.32-2778698.46

amortized cost (“-” for loss)

Net gain on exposure hedges (“-” for loss)

Gain on changes in fair value (“-” for loss) -40469904.90 -34836331.53

Credit impairment loss (“-” for loss) 16627724.52 621287.63

Asset impairment loss (“-” for loss) -22185309.99 -11574638.78

Asset disposal income (“-” for loss) 36380125.65 428278.54

2. Operating profit (“-” for loss) 27522841.42 36210816.77

Add: Non-operating income 906.36 1069126.99

Less: Non-operating expense 299902.91 7440.00

3. Profit before tax (“-” for loss) 27223844.87 37272503.76

Less: Income tax expense 941685.26 -4038225.54

4. Net profit (“-” for net loss) 26282159.61 41310729.30

4.1 Net profit from continuing operations (“-” for net loss) 26282159.61 41310729.30

4.2 Net profit from discontinued operations (“-” for net loss)

5. Other comprehensive income net of tax 34205051.53 -24112771.91

5.1 Items that will not be reclassified to profit or loss 34205051.53 -24112771.91

5.1.1 Changes caused by remeasurements on defined benefit

schemes

89Changchai Company Limited Annual Report 2025

5.1.2 Other comprehensive income that will not be reclassified

to profit or loss under the equity method

5.1.3 Changes in the fair value of investments in other equity

34205051.53-24112771.91

instruments

5.1.4 Changes in the fair value arising from changes in own

credit risk

5.1.5 Other

5.2 Items that will be reclassified to profit or loss

5.2.1 Other comprehensive income that will be reclassified to

profit or loss under the equity method

5.2.2 Changes in the fair value of investments in other debt

obligations

5.2.3 Other comprehensive income arising from the

reclassification of financial assets

5.2.4 Credit impairment allowance for investments in other debt

obligations

5.2.5 Reserve for cash flow hedges

5.2.6 Differences arising from the translation of foreign

currency-denominated financial statements

5.2.7 Other

6. Total comprehensive income 60487211.14 17197957.39

7. Earnings per share

7.1 Basic earnings per share

7.2 Diluted earnings per share

Legal representative: Xie Guozhong General Manager: Xie Guozhong

Head of the accounting department: Jiang He

90Changchai Company Limited Annual Report 2025

5. Consolidated Cash Flow Statement

Unit: RMB

Item 2025 2024

1. Cash flows from operating activities:

Proceeds from sale of commodities and rendering of services 2533072955.35 2238358650.77

Net increase in customer deposits and interbank deposits

Net increase in borrowings from the central bank

Net increase in loans from other financial institutions

Premiums received on original insurance contracts

Net proceeds from reinsurance

Net increase in deposits and investments of policy holders

Interest handling charges and commissions received

Net increase in interbank loans obtained

Net increase in proceeds from repurchase transactions

Net proceeds from acting trading of securities

Tax rebates 77575536.41 19164629.21

Cash generated from other operating activities 74929597.75 67860339.28

Subtotal of cash generated from operating activities 2685578089.51 2325383619.26

Payments for commodities and services 1896984328.77 1962599108.34

Net increase in loans and advances to customers

Net increase in deposits in the central bank and in interbank

loans granted

Payments for claims on original insurance contracts

Net increase in interbank loans granted

Interest handling charges and commissions paid

Policy dividends paid

Cash paid to and for employees 336970892.13 327926688.72

Taxes paid 54835475.71 50158557.19

Cash used in other operating activities 107224843.83 138992233.71

Subtotal of cash used in operating activities 2396015540.44 2479676587.96

Net cash generated from/used in operating activities 289562549.07 -154292968.70

2. Cash flows from investing activities:

Proceeds from disinvestment 1208296869.30 1118117547.48

Return on investment 12823600.00 11949697.38

91Changchai Company Limited Annual Report 2025

Net proceeds from the disposal of fixed assets intangible

36542366.4176848662.26

assets and other long-lived assets

Net proceeds from the disposal of subsidiaries and other

business units

Cash generated from other investing activities

Subtotal of cash generated from investing activities 1257662835.71 1206915907.12

Payments for the acquisition of fixed assets intangible assets

11876032.0519328172.96

and other long-lived assets

Payments for investments 1252153606.00 1179550000.00

Net increase in pledged loans granted

Net payments for the acquisition of subsidiaries and other

business units

Cash used in other investing activities

Subtotal of cash used in investing activities 1264029638.05 1198878172.96

Net cash generated from/used in investing activities -6366802.34 8037734.16

3. Cash flows from financing activities:

Capital contributions received

Including: Capital contributions by non-controlling interests to

subsidiaries

Borrowings raised 88595514.02 94412090.20

Cash generated from other financing activities

Subtotal of cash generated from financing activities 88595514.02 94412090.20

Repayment of borrowings

Interest and dividends paid 7056925.07 33168340.22

Including: Dividends paid by subsidiaries to non-controlling

interests

Cash used in other financing activities 3060000.00

Subtotal of cash used in financing activities 10116925.07 33168340.22

Net cash generated from/used in financing activities 78478588.95 61243749.98

4. Effect of foreign exchange rates changes on cash and cash

-6288299.086063845.94

equivalents

5. Net increase in cash and cash equivalents 355386036.60 -78947638.62

Add: Cash and cash equivalents beginning of the period 892681884.84 971629523.46

6. Cash and cash equivalents end of the period 1248067921.44 892681884.84

Legal representative: Xie Guozhong General Manager: Xie Guozhong

Head of the accounting department: Jiang He

92Changchai Company Limited Annual Report 2025

6. Cash Flow Statement of the Company as the Parent

Unit: RMB

Item 2025 2024

1. Cash flows from operating activities:

Proceeds from sale of commodities and rendering of services 2158653514.05 1986603574.57

Tax rebates 51538623.76 13751464.43

Cash generated from other operating activities 28582980.94 27621885.18

Subtotal of cash generated from operating activities 2238775118.75 2027976924.18

Payments for commodities and services 1693424795.18 1860419699.59

Cash paid to and for employees 188033529.29 188575870.97

Taxes paid 35008597.84 30952518.43

Cash used in other operating activities 77807296.60 86011290.15

Subtotal of cash used in operating activities 1994274218.91 2165959379.14

Net cash generated from/used in operating activities 244500899.84 -137982454.96

2. Cash flows from investing activities:

Proceeds from disinvestment 1056257229.80 1004382432.65

Return on investment 12182040.00 11093937.38

Net proceeds from the disposal of fixed assets intangible

36266385.7976459461.84

assets and other long-lived assets

Net proceeds from the disposal of subsidiaries and other

business units

Cash generated from other investing activities 17680030.95 1177096.12

Subtotal of cash generated from investing activities 1122385686.54 1093112927.99

Payments for the acquisition of fixed assets intangible assets and

5941868.669040777.20

other long-lived assets

Payments for investments 1103060000.00 1056000000.00

Net payments for the acquisition of subsidiaries and other

business units

Cash used in other investing activities 6000000.00

Subtotal of cash used in investing activities 1109001868.66 1071040777.20

Net cash generated from/used in investing activities 13383817.88 22072150.79

3. Cash flows from financing activities:

Capital contributions received

Borrowings raised 64625675.80 49829666.65

93Changchai Company Limited Annual Report 2025

Cash generated from other financing activities

Subtotal of cash generated from financing activities 64625675.80 49829666.65

Repayment of borrowings

Interest and dividends paid 7056925.07 33167547.83

Cash used in other financing activities

Subtotal of cash used in financing activities 7056925.07 33167547.83

Net cash generated from/used in financing activities 57568750.73 16662118.82

4. Effect of foreign exchange rates changes on cash and cash

-6120229.045173303.38

equivalents

5. Net increase in cash and cash equivalents 309333239.41 -94074881.97

Add: Cash and cash equivalents beginning of the period 805614858.63 899689740.60

6. Cash and cash equivalents end of the period 1114948098.04 805614858.63

Legal representative: Xie Guozhong General Manager: Xie Guozhong

Head of the accounting department: Jiang He

94Changchai Company Limited Annual Report 2025

7. Consolidated Statements of Changes in Shareholders’ Equity

2025

Unit: RMB

2025

Equity attributable to shareholders of the Company as the parent

Other equity

Item instruments Less: Other Gen Non-contr Total

Share Prefe Capital Treas comprehe Specific Surplus eral Retained Ot olling shareholdeSubtotal

capital Perperred Ot reserves ury nsive reserve reserves reser earnings her interests rs’ equity

tual

share her stock income ve

bonds

s

1.

Balance

as at the 7056925 6405096 6430675 219590 3678266 98362799 3362683 7789709 3440580

end of 07.00 75.84 49.91 66.35 65.27 9.95 464.32 1.03 555.35

the prior

year

Add:

Adjustme

nt for

change in

accountin

g policy

95Changchai Company Limited Annual Report 2025

Adjustme

nt for

correctio

n of

previous

error

Other

adjustme

nts

2.

Balance

as at the 7056925 6405096 6430675 219590 3678266 98362799 3362683 7789709 3440580

beginnin 07.00 75.84 49.91 66.35 65.27 9.95 464.32 1.03 555.35

g of the

year

3.

Increase/

decrease

560758.0342050519773426282154113584580507213408067184587884

in the

61.531.87.96.81.23.33.56

period

(“-” for

decrease)

3.1 Total

compreh 3420505 50820986 85026038 7153435 92179473

ensive 1.53 .84 .37 .61 .98

income

96Changchai Company Limited Annual Report 2025

3.2

Capital

increased

and 560758.0 -362075 -3060000

560758.06

reduced 6 8.06 .00

by

sharehold

ers

3.2.1

Ordinary

shares

increased

by

sharehold

ers

3.2.2

Capital

increased

by

holders

of other

equity

instrume

nts

97Changchai Company Limited Annual Report 2025

3.2.3

Share-ba

sed

payments

included

in

sharehold

ers’

equity

3.2.4560758.0-362075-2499241

560758.06

Other 6 8.06 .94

3.3 Profit

2628215-9685141-7056925-7056925

distributi.96.03.07.07

on

3.3.1

Appropri

2628215-2628215

ation to.96.96

surplus

reserves

3.3.2

Appropri

ation to

general

reserve

98Changchai Company Limited Annual Report 2025

3.3.3

Appropri

ation to -7056925 -7056925 -7056925.07 .07 .07

sharehold

ers

3.3.4

Other

3.4

Transfers

within

sharehold

ers’

equity

3.4.1

Increase

in capital

(or share

capital)

from

capital

reserves

99Changchai Company Limited Annual Report 2025

3.4.2

Increase

in capital

(or share

capital)

from

surplus

reserves

3.4.3

Loss

offset by

surplus

reserves

3.4.4

Changes

in

defined

benefit

schemes

transferre

d to

retained

earnings

100Changchai Company Limited Annual Report 2025

3.4.5

Other

compreh

ensive

income

transferre

d to

retained

earnings

3.4.6

Other

3.5

1977341977341.547993.72525335.

Specific

1.8787865

reserve

3.5.1

Increase 717017 7170174. 728318.8 7898493.in the 4.83 83 9 72

period

3.5.2

Used in 519283 5192832. 180325.1 5373158.the 2.96 96 1 07

period

3.6 Other

101Changchai Company Limited Annual Report 2025

4.

Balance

as at the 7056925 6410704 6772726 239364 3704548 1024763 3443190 8197776 3525168

end of 07.00 33.90 01.44 08.22 81.23 845.76 677.55 2.36 439.91

the

period

2024

Unit: RMB

2024

Equity attributable to shareholders of the Company as the parent

Other equity

Item instruments Less: Other Gen Non-contr Total

Share Prefe Capital Treas comprehe Specific Surplus eral Retained Ot olling shareholde

Perpe Subtotalcapital rred Ot reserves ury nsive reserve reserves reser earnings her interests rs’ equity

tual

share her stock income ve

bonds

s

1.

Balance

as at the 7056925 6405096 6671803 194320 3636955 1002436 3398946 7112120 3470068

end of 07.00 75.84 21.82 89.52 92.34 724.71 911.23 8.35 119.58

the prior

year

102Changchai Company Limited Annual Report 2025

Add:

Adjustme

nt for

change in

accountin

g policy

Adjustme

nt for

correctio

n of

previous

error

Other

adjustme

nts

2.

Balance

as at the 7056925 6405096 6671803 194320 3636955 1002436 3398946 7112120 3470068

beginnin 07.00 75.84 21.82 89.52 92.34 724.71 911.23 8.35 119.58

g of the

year

103Changchai Company Limited Annual Report 2025

3.

Increase/

decrease

-2411272526974131072-1880872-36263446775882-2948756

in the

71.916.83.934.766.91.684.23

period

(“-” for

decrease)

3.1

Total

-24112718489896-56228756127668

compreh 504792.97

71.91.00.91.88

ensive

income

3.2

Capital

increased

and

reduced

by

sharehold

ers

3.2.1

Ordinary

shares

increased

by

sharehold

ers

104Changchai Company Limited Annual Report 2025

3.2.2

Capital

increased

by

holders

of other

equity

instrume

nts

3.2.3

Share-ba

sed

payments

included

in

sharehold

ers’

equity

3.2.4

Other

3.3 Profit

4131072-3729862-3316754-3316754

distributi.930.767.837.83

on

105Changchai Company Limited Annual Report 2025

3.3.1

Appropri

4131072-4131072

ation to.93.93

surplus

reserves

3.3.2

Appropri

ation to

general

reserve

3.3.3

Appropri

-3316754-3316754-3316754

ation to

7.837.837.83

sharehold

ers

3.3.4

Other

3.4

Transfers

within

sharehold

ers’

equity

106Changchai Company Limited Annual Report 2025

3.4.1

Increase

in capital

(or share

capital)

from

capital

reserves

3.4.2

Increase

in capital

(or share

capital)

from

surplus

reserves

3.4.3

Loss

offset by

surplus

reserves

107Changchai Company Limited Annual Report 2025

3.4.4

Changes

in

defined

benefit

schemes

transferre

d to

retained

earnings

3.4.5

Other

compreh

ensive

income

transferre

d to

retained

earnings

3.4.6

Other

3.5

2526972526976.648213.83175190.

Specific

6.8383063

reserve

108Changchai Company Limited Annual Report 2025

3.5.1

Increase 995801 9958016. 912151.3 10870167

in the 6.52 52 0 .82

period

3.5.2

Used in 743103 7431039. 263937.5 7694977.the 9.69 69 0 19

period

3.6 Other

4.

Balance

as at the 7056925 6405096 6430675 219590 3678266 98362799 3362683 7789709 3440580

end of 07.00 75.84 49.91 66.35 65.27 9.95 464.32 1.03 555.35

the

period

Legal representative: Xie Guozhong General Manager: Xie Guozhong Head of the accounting department: Jiang He

109Changchai Company Limited Annual Report 2025

8. Statements of Changes in Shareholders’ Equity of the Company as the Parent

2025

Unit: RMB

2025

Other equity instruments Other

Item Less: Total

Share capital Preferr Perpetu

Capital comprehen Specific Surplus Retained Othe

Othe Treasur shareholders’

ed al reserves sive reserve reserves earnings r

r y stock equity

shares bonds income

1. Balance

as at the end 705692507. 659418700. 6430675 367826665. 1000604165. 3395726852.

19117263.36

of the prior 00 67 49.91 27 79 00

year

Add:

Adjustment

for change

in

accounting

policy

Adjustment

for

correction of

previous

error

110Changchai Company Limited Annual Report 2025

Other

adjustments

2. Balance

as at the 705692507. 659418700. 6430675 367826665. 1000604165. 3395726852.

19117263.36

beginning of 00 67 49.91 27 79 00

the year

3. Increase/

decrease in

3420505

the period -2484871.49 2628215.96 16597018.58 50945414.58

1.53

(“-” for

decrease)

3.1 Total

3420505

comprehensi 26282159.61 60487211.14

1.53

ve income

3.2 Capital

increased

and reduced

by

shareholders

3.2.1

Ordinary

shares

increased by

shareholders

111Changchai Company Limited Annual Report 2025

3.2.2 Capital

increased by

holders of

other equity

instruments

3.2.3

Share-based

payments

included in

shareholders

’ equity

3.2.4 Other

3.3 Profit

2628215.96-9685141.03-7056925.07

distribution

3.3.1

Appropriatio

2628215.96-2628215.96

n to surplus

reserves

3.3.2

Appropriatio

-7056925.07-7056925.07

n to

shareholders

3.3.3 Other

112Changchai Company Limited Annual Report 2025

3.4

Transfers

within

shareholders

’ equity

3.4.1

Increase in

capital (or

share

capital) from

capital

reserves

3.4.2

Increase in

capital (or

share

capital) from

surplus

reserves

3.4.3 Loss

offset by

surplus

reserves

113Changchai Company Limited Annual Report 2025

3.4.4

Changes in

defined

benefit

schemes

transferred

to retained

earnings

3.4.5 Other

comprehensi

ve income

transferred

to retained

earnings

3.4.6 Other

3.5 Specific

-2484871.49-2484871.49

reserve

3.5.1

Increase in

the period

3.5.2 Used

2484871.492484871.49

in the period

3.6 Other

4. Balance

705692507.659418700.6772726370454881.1017201184.3446672266.

as at the end 16632391.87

006701.44233758

of the period

114Changchai Company Limited Annual Report 2025

2024

Unit: RMB

2024

Other equity instruments

Item Less: Other Total

Share capital Preferr Perpetu

Capital Specific Surplus Retained Othe

Othe Treasur comprehensi shareholders’

ed al reserves reserve reserves earnings r

r y stock ve income equity

shares bonds

1. Balance

as at the end 705692507. 659418700. 667180321. 19010793. 363695592. 996592057.2 3411589972.of the prior 00 67 82 43 34 5 51

year

Add:

Adjustment

for change

in

accounting

policy

Adjustment

for

correction of

previous

error

Other

adjustments

115Changchai Company Limited Annual Report 2025

2. Balance

as at the 705692507. 659418700. 667180321. 19010793. 363695592. 996592057.2 3411589972.beginning of 00 67 82 43 34 5 51

the year

3. Increase/

decrease in

-24112771.-15863120.5

the period 106469.93 4131072.93 4012108.54

911

(“-” for

decrease)

3.1 Total

-24112771.comprehensi 41310729.30 17197957.39

91

ve income

3.2

Capital

increased

and reduced

by

shareholders

3.2.1

Ordinary

shares

increased by

shareholders

116Changchai Company Limited Annual Report 2025

3.2.2 Capital

increased by

holders of

other equity

instruments

3.2.3

Share-based

payments

included in

shareholders

’ equity

3.2.4 Other

3.3 Profit -37298620.7 -33167547.8

4131072.93

distribution 6 3

3.3.1

Appropriatio

4131072.93-4131072.93

n to surplus

reserves

3.3.2

Appropriatio -33167547.8 -33167547.8

n to 3 3

shareholders

3.3.3

Other

117Changchai Company Limited Annual Report 2025

3.4

Transfers

within

shareholders

’ equity

3.4.1

Increase in

capital (or

share

capital) from

capital

reserves

3.4.2

Increase in

capital (or

share

capital) from

surplus

reserves

3.4.3

Loss offset

by surplus

reserves

118Changchai Company Limited Annual Report 2025

3.4.4

Changes in

defined

benefit

schemes

transferred

to retained

earnings

3.4.5

Other

comprehensi

ve income

transferred

to retained

earnings

3.4.6

Other

3.5 Specific

106469.93106469.93

reserve

3.5.1

4667120.9

Increase in 4667120.91

1

the period

3.5.2

4560650.9

Used in the 4560650.98

8

period

3.6 Other

119Changchai Company Limited Annual Report 2025

4. Balance

705692507.659418700.643067549.19117263.367826665.1000604165.3395726852.

as at the end

00679136277900

of the period

Legal representative: Xie Guozhong General Manager: Xie Guozhong Head of the accounting department: Jiang He

120Changchai Company Limited Annual Report 2025

III. Company Profile

1. Registered location organization form and headquarter address of the Company

Changchai Company Limited (hereinafter referred to as “the Company”) was founded on 5 May 1994 which is a

company limited by shares promoted solely by Changzhou Diesel Engine Plant through the approval by the State

Commission for Restructuring the Economic Systems with document TGS [1993] No. 9 on 15 January 1993 by

way of public offering of shares. With the approval of the People’s Government of Jiangsu Province SZF [1993]

No. 67 as well as reexamined and approved by China Securities Regulatory Commission (“CSRC”) through

document ZJFSZ (1994) No. 9 the Company initially issued A shares to the public from 15 March 1994 to 30

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

tradable shares of the public got listing on 1 July 1994 at Shenzhen Stock Exchange with “Changchai” for short of

stock as well as “0570” as stock code (present stock code is “000570”).In 1996 upon recommendation by Document No. 13 [1996] of the General Office of Jiangsu Provincial People's

Government preliminary review by Document No. 24 [1996] of Shenzhen Securities Regulatory Office and

approval by Document No. 27 [1996] of the State Council Securities Commission the Company privately placed

100 million B-shares to qualified investors from August 27 to August 30 1996. The shares were listed on

September 13 1996 with the stock abbreviation "Changchai B" and stock code "2570" (current stock code:

"200570").Through years of bonus share distributions rights offerings capital reserve conversions and additional share

issuances as of December 31 2025 the Company's total issued share capital reached 705692507 shares with

registered capital of RMB 705692507.Registered Address: 123 Huaide Middle Road Changzhou Jiangsu Province

Headquarters Address: 123 Huaide Middle Road Changzhou Jiangsu Province

Unified Social Credit Code: 91320400134792410W

2. Principal Business Operations of the Company

The Company operates in the manufacturing industry with its business scope primarily covering: the

manufacturing and sales of diesel engines diesel engine components and castings gasoline engines gasoline

engine components grain harvesting machinery rotary tillers walking tractors molds and fixtures as well as the

assembly and sales of diesel engine units and gasoline engine units.The Company's main products or services include: the production and sales of small and medium-sized

single-cylinder and multi-cylinder diesel engines under the "Changchai" brand. The diesel engines produced and

sold by the Company are mainly used in tractors combine harvesters light commercial vehicles agricultural

equipment small construction machinery generator sets and marine engines.During the reporting period there were no changes to the Company's core business operations.

3. Authorization of Financial Statements

The financial report has been approved to be issued by the Board of Directors on April 13 2026.IV. Basis for Preparation of the Financial Report

1. Basis for Preparation

The financial statements of our company are prepared on the basis of the going concern assumption based on

121Changchai Company Limited Annual Report 2025

actual transactions and events in accordance with the "Accounting Standards for Business Enterprises - Basic

Standards" issued by the Ministry of Finance as well as various specific accounting standards application

guidelines for enterprise accounting standards interpretations of enterprise accounting standards and other

relevant regulations (hereinafter collectively referred to as "Accounting Standards for Business Enterprises").Additionally they comply with the "No. 15 Rules for the Preparation and Reporting of Information Disclosure by

Companies that Offer Securities to the Public - General Provisions on Financial Reports" (revised in 2023) issued

by the China Securities Regulatory Commission.In accordance with the relevant provisions of enterprise accounting standards the Company's accounting is based

on the accrual basis. Except for certain financial instruments the financial statements are measured on the

historical cost basis. Non-current assets held for sale are priced at the lower of fair value less estimated expenses

and the original book value when they meet the conditions for holding for sale. If an asset is impaired the

corresponding impairment provision is made in accordance with relevant regulations.

2. Continuation

These financial statements are prepared on a going concern basis. The Company has the ability to continue as a

going concern for at least 12 months from the end of the reporting period.V. Important Accounting Policies and Estimations

Notification of specific accounting policies and accounting estimations:

The Company and its subsidiaries are principally engaged in the production and sales of small-to-medium sized

single-cylinder and multi-cylinder diesel engines under the 'Changchai' trademark. In accordance with their actual

production and operating characteristics and the relevant Accounting Standards for Business Enterprises the

Company and its subsidiaries have formulated specific accounting policies and accounting estimates for various

transactions and events as detailed in the following descriptions.

1. Statement of Compliance with the Accounting Standards for Business Enterprises

The financial statements prepared by the Company comply with the requirements of the Accounting Standards for

Business Enterprises (ASBE) and present fairly in all material respects the consolidated and parent company's

financial position as of December 31 2025 and the consolidated and parent company's operating results and cash

flows for the year then ended.

2. Fiscal Period

The fiscal periods are divided into fiscal year and metaphase the fiscal year is from January 1 to December 31

and as the metaphase included monthly quarterly and semi-yearly periods.

3. Operating Cycle

A normal operating cycle refers to a period from the 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.

122Changchai Company Limited Annual Report 2025

4. Currency Used in Bookkeeping

Renminbi is the functional currency of the Company.

5. Accounting Methods for Business Combinations under the Same Control and Business Combinations not

under the Same Control

Business Combination refers to transactions or events that integrate two or more separate enterprises into a single

reporting entity. Business combinations are categorized into Business Combinations under the Same Control and

Business Combinations not under the Same Control.

(1) Business combinations under the same control

The enterprises involved in combination are ultimately controlled by the same party or parties before and after the

combination. The control is not temporary and the combination is under the same control. For business

combination under the same control the party that obtains control over other participating enterprises on the

purchase date is the acquirer and other enterprises that participate in the combination are the acquirees.Combination date refers to the date on which the combing party actually obtains control to the combined party.The Company measures the assets and liabilities obtained from consolidation of enterprises according to the book

value of consolidated party’s assets and liabilities (including the goodwill arising from ultimate controller’s

acquisition of the consolidated party) in the ultimate controller’s consolidated financial statement on the

consolidation date; adjusts the capital premium in capital reserve by the difference between obtained net asset

book value and paid consolidated consideration book value (or total par value of shares issued) and adjusts

retained earnings if the capital premium in capital reserve is insufficient to offset.The direct expenses generated by the acquirer for the purpose of business combinations shall be recorded into the

profits and losses for the current period.

(2) Business combinations not under the same control

A business combination involving enterprises that are not ultimately controlled by the same party or parties both

before and after the combination is a business combination not under common control. In a business combination

not under common control the party that obtains control over the other combining enterprises on the acquisition

date is the acquirer and the other enterprises participating in the combination are the acquirees. The acquisition

date is the date on which the acquirer effectively obtains control of the acquiree.For a business combination not under common control the cost of combination includes the fair value at the

acquisition date of assets given liabilities incurred or assumed and equity instruments issued by the acquirer in

exchange for control of the acquiree. Professional fees such as audit legal valuation and consulting services as

well as other administrative costs related to the business combination are expensed as incurred. Transaction costs

incurred by the acquirer in issuing equity or debt instruments as consideration for the combination are included in

the initial recognition amount of the equity or debt instruments. Any contingent consideration is included in the

cost of combination at its fair value at the acquisition date. If new or additional evidence relating to circumstances

existing at the acquisition date arises within twelve months after the acquisition date and results in an adjustment

to the contingent consideration the amount of goodwill is adjusted accordingly. The acquirer measures the cost of

combination and the identifiable assets and liabilities acquired at their fair values at the acquisition date. The

excess of the cost of combination over the acquirer's interest in the fair value of the identifiable net assets of the

acquiree at the acquisition date is recognized as goodwill. If the cost of combination is less than the acquirer's

interest in the fair value of the identifiable net assets of the acquiree the acquirer first reassesses the measurement

of the identifiable assets liabilities and contingent liabilities acquired and the cost of combination. If the cost of

123Changchai Company Limited Annual Report 2025

combination remains less than the acquirer's interest in the fair value of the identifiable net assets of the acquiree

after the reassessment the difference is recognized in profit or loss for the period.If the acquirer obtains deductible temporary differences of the acquiree that do not meet the recognition criteria

for deferred tax assets at the acquisition date and are therefore not recognized and if within twelve months after

the acquisition date new or additional information becomes available indicating that the relevant circumstances

existed at the acquisition date and that the economic benefits associated with the deductible temporary differences

of the acquiree at the acquisition date are probable the related deferred tax assets are recognized with a

corresponding decrease in goodwill. If the goodwill is insufficient to absorb the decrease the excess is recognized

in profit or loss. In all other cases deferred tax assets arising from a business combination are recognized in profit

or loss.A business combination not under common control achieved in stages through multiple transactions is accounted

for by reference to the preceding paragraphs and Note V.14 "Long-term equity investments" if the transactions are

part of a single arrangement. If the transactions are not part of a single arrangement the accounting treatment is

differentiated between the separate financial statements and the consolidated financial statements:

In the separate financial statements the initial cost of the investment is the sum of the carrying amount of the

equity investment in the acquiree held prior to the acquisition date and the cost of the additional investment

incurred on the acquisition date. If the equity investment in the acquiree held prior to the acquisition date involves

other comprehensive income the related other comprehensive income is accounted for on the same basis as if the

acquiree had directly disposed of the related assets or liabilities when the investment is disposed of (i.e. except

for the relevant share of changes arising from the acquiree's remeasurement of defined benefit plan net liabilities

or assets accounted for under the equity method the remainder is reclassified to investment income in the current

period).In the consolidated financial statements the equity investment in the acquiree held prior to the acquisition date is

remeasured at its fair value on the acquisition date with any difference between the fair value and the carrying

amount recognized in investment income for the period. If the equity investment in the acquiree held prior to the

acquisition date involves other comprehensive income the related other comprehensive income is accounted for

on the same basis as if the acquiree had directly disposed of the related assets or liabilities (i.e. except for the

relevant share of changes arising from the acquiree's remeasurement of defined benefit plan net liabilities or assets

accounted for under the equity method the remainder is reclassified to investment income in the period in which

the acquisition date falls).

6. Criteria for Determining Control and Methods for Preparing Consolidated Financial Statements

(1) Criteria for Determining Control

The scope of consolidation is determined based on control. Control means that the Company has power over an

investee is exposed or has rights to variable returns from its involvement with the investee and has the ability to

use its power over the investee to affect the amount of the returns. This generally includes situations where: the

parent holds more than half of the voting rights of the investee; or the parent holds half or less of the voting rights

but has more than half of the voting rights through agreements with other investors; or has the power to govern the

financial and operating policies of the investee under the investee’s articles of association or agreements; or has

the power to appoint or remove the majority of the members of the board of directors of the investee; or has the

majority of voting rights at the board of directors of the investee.

(2) Methods for Preparing Consolidated Financial Statements

The Company includes subsidiaries in the consolidated financial statements from the date on which it obtains

124Changchai Company Limited Annual Report 2025

control over the subsidiaries’ net assets and operating decisions and excludes them from the date on which such

control ceases. For subsidiaries disposed of the results of operations and cash flows prior to the disposal date are

properly included in the consolidated income statement and consolidated cash flow statement; for subsidiaries

disposed of during the period the opening balances of the consolidated balance sheet are not adjusted. For

subsidiaries acquired in business combinations not under common control their results of operations and cash

flows after the acquisition date are properly included in the consolidated income statement and consolidated cash

flow statement and the opening balances and comparative figures in the consolidated financial statements are not

adjusted. For subsidiaries acquired in business combinations under common control and entities acquired through

mergers their results of operations and cash flows from the beginning of the period in which the combination

occurs to the combination date are properly included in the consolidated income statement and consolidated cash

flow statement and the comparative figures in the consolidated financial statements are adjusted accordingly.When preparing the consolidated financial statements if the accounting policies or reporting periods adopted by a

subsidiary differ from those of the Company the subsidiary’s financial statements are adjusted to conform to the

Company’s accounting policies and reporting periods. For subsidiaries acquired in business combinations not

under common control their financial statements are adjusted based on the fair values of the identifiable net assets

at the acquisition date.All significant intercompany balances transactions and unrealized profits are eliminated in full in the consolidated

financial statements.The portion of equity and net profit or loss of subsidiaries attributable to non-controlling interests is presented

separately in the consolidated financial statements under equity and net profit respectively. The portion of net

profit or loss of subsidiaries attributable to non-controlling interests is presented as “non-controlling interests”

under net profit in the consolidated income statement. Losses attributable to non-controlling interests in a

subsidiary that exceed the non-controlling interests’ share of equity in the subsidiary at the beginning of the period

are allocated against non-controlling interests.When control over a former subsidiary is lost due to disposal of part of the equity investment or other reasons the

remaining equity interest is remeasured at its fair value at the date when control is lost. The difference between the

sum of the consideration received from the disposal and the fair value of the remaining equity interest and the

share of the carrying amount of the former subsidiary’s net assets attributable to the original equity interest from

the acquisition date is recognized in profit or loss for the period in which control is lost. Other comprehensive

income related to the equity investment in the former subsidiary is accounted for on the same basis as if the

investee had directly disposed of the related assets or liabilities when control is lost (i.e. except for the relevant

share of changes arising from the investee’s remeasurement of defined benefit plan net liabilities or assets the

remainder is reclassified to profit or loss for the current period). Subsequently the remaining equity interest is

accounted for in accordance with the relevant provisions of Accounting Standards for Business Enterprises No. 2

– Long-term Equity Investments or Accounting Standards for Business Enterprises No. 22 – Recognition and

Measurement of Financial Instruments. For details see Note 5.14 “Long-term Equity Investments” or Note V.10

“Financial Instruments”.When the Company loses control over a subsidiary through multiple transactions that involve disposing of equity

investments in the subsidiary step by step it is necessary to determine whether the transactions should be

accounted for as a single transaction. The terms conditions and economic effects of the transactions meet one or

more of the following circumstances which generally indicate that the transactions should be accounted for as a

single transaction: (1) the transactions are entered into simultaneously or in contemplation of one another; (2) the

transactions form a single transaction to achieve an overall commercial effect; (3) the occurrence of one

transaction depends on the occurrence of at least one other transaction; or (4) one transaction considered alone is

125Changchai Company Limited Annual Report 2025

not economically justified but is economically justified when considered together with other transactions. If the

transactions are not part of a single transaction each transaction is accounted for separately as appropriate underthe principles applicable to “partial disposal of long-term equity investments in subsidiaries without loss ofcontrol” and “loss of control over former subsidiaries due to disposal of part of equity investments or otherreasons”. If the transactions are part of a single transaction they are accounted for as a single transaction

involving disposal of the subsidiary and loss of control; however the difference between the consideration

received from each disposal before the loss of control and the share of the subsidiary’s net assets attributable to

the disposed investment is recognized as other comprehensive income in the consolidated financial statements and

reclassified to profit or loss for the period in which control is lost.

7. Classification of Joint Arrangements and Accounting Treatment for Joint Operations

A joint arrangement is an arrangement of which two or more parties have joint control. The Company classifies

joint arrangements into joint operations and joint ventures based on the rights and obligations arising from the

arrangement. A joint operation is a joint arrangement whereby the Company has rights to the assets and

obligations for the liabilities relating to the arrangement. A joint venture is a joint arrangement whereby the

Company has rights to the net assets of the arrangement.The Company accounts for its investments in joint ventures using the equity method applying the accounting

policies described in Note V.14(2)* "Long-term Equity Investments Accounted for Using the Equity Method".As a joint operator in a joint operation the Company recognizes its individually held assets and assumed liabilities

as well as its share of jointly held assets and jointly assumed liabilities; recognizes revenue from the sale of its

share of the output from the joint operation; recognizes its share of revenue arising from the sale of output by the

joint operation; and recognizes expenses it incurs individually as well as its share of expenses incurred by the joint

operation.When the Company as a joint operator contributes or sells assets (which do not constitute a business the same

below) to a joint operation or purchases assets from a joint operation the Company only recognizes the portion of

gains or losses arising from the transaction that is attributable to the other joint operators until such assets are sold

to third parties. If these assets meet the criteria for impairment losses as stipulated in Accounting Standards for

Business Enterprises No. 8 - Impairment of Assets and other relevant standards the Company fully recognizes

such losses for assets contributed or sold to the joint operation by the Company and recognizes its share of such

losses for assets purchased from the joint operation by the Company.

8. Determination of cash and cash equivalents

The Company’s cash and cash equivalents include cash on hand deposits that can be used for payment at any time

investments that are owned by the Company which are in short-term (usually due within three months from the

purchase date) highly liquid easy to convert to a known amount of cash low risk of value change.

9. Foreign currency operations

(1) Translation Methods for Foreign Currency Transactions

The Company translates foreign currency transactions into the functional currency amount at the spot exchange

rate on the transaction date upon initial recognition. However for foreign currency exchange transactions or

transactions involving currency exchange conducted by the Company the actual exchange rate adopted is used for

126Changchai Company Limited Annual Report 2025

translation into the functional currency amount.

(2) Translation Methods for Foreign Currency Monetary Items and Non-monetary Items

At the balance sheet date foreign currency monetary items are translated using the spot exchange rate on that date.The resulting exchange differences are recognized in profit or loss except for: * exchange differences arising

from foreign currency-specific borrowings related to the acquisition or construction of qualifying assets which

are accounted for in accordance with the principles for capitalizing borrowing costs; and * exchange differences

arising from changes in the carrying amount of available-for-sale foreign currency monetary items other than

amortized cost which are recognized in other comprehensive income.Non-monetary items denominated in foreign currency and measured at historical cost continue to be translated

using the spot exchange rate on the transaction date. Non-monetary items denominated in foreign currency and

measured at fair value are translated using the spot exchange rate on the date when the fair value is determined.The difference between the translated functional currency amount and the original functional currency amount is

treated as a fair value change (including exchange rate effects) and recognized in profit or loss or other

comprehensive income.

10. Financial Instruments

A financial asset or financial liability is recognized when the Company becomes a party to the financial

instrument contract.

(1) Classification confirmation and measurement of financial assets

Based on business model of managing financial assets and contractual cash flow characteristics of financial assets

the Company divides financial assets into: financial assets measured at amortized cost; financial assets measured

at fair value with changes included in other comprehensive income; financial assets measured at fair value through

profit and loss.Financial assets are measured at fair value at initial recognition. For the financial assets at fair value and through

current profit or loss the transaction expenses thereof should be recognized directly in profit or loss; for other

categories of financial assets the transaction expenses thereof should be recognized into initially recognized

amount. For the accounts receivable or bills receivable arising from product sales or labor service provision

excluding or not considering significant financing components the Company regards the amount of consideration

expected to charge as the initial recognition amount.* Financial assets measured at amortized costs

The corporate business model for managing financial assets measured at amortized cost aims at charging

contractual cash flow and the contractual cash flow characteristics of such financial assets are consistent with

basic borrowing and loan arrangements namely cash flow is generated on a specific date only for payment of

principal and interests based on outstanding principal amount. The Company utilizes effective interest rate method

for such financial assets and performs subsequent measurement as per amortized cost with gains or losses arising

from amortization or impairment included in current profits and losses.* Financial assets measured at fair value with changes included in other comprehensive income

The corporate business model for managing such financial assets aims at both contractual cash flow charging and

sales and the contractual cash flow characteristics of such financial assets are consistent with basic borrowing and

loan arrangements. The Company measures such financial assets at fair value with changes included in other

comprehensive income but impairment losses or gains exchange gains and losses and interest income calculated

according to the actual interest rate method are included in current profits and losses.

127Changchai Company Limited Annual Report 2025

In addition the Company designates some non-trading equity instrument investments as financial assets measured

at fair value with changes included in other comprehensive income. The Company records relevant dividend

income of such financial assets into current profits and losses and records fair value changes into other

comprehensive income. When such financial assets are derecognized the cumulative gains or losses previously

recorded in other comprehensive income will transfer from other comprehensive income into retained earnings

excluded in current profits and losses.* Financial Liabilities measured at fair value through profit and loss

The Company classifies the above financial assets measured at amortized cost and the financial assets other than

the financial assets measured at fair value with changes included in other comprehensive income as the financial

assets measured at fair value through profit and loss. In addition during initial recognition in order to eliminate or

significantly reduce accounting mismatches the Company designates some financial assets as financial assets

measured at fair value through profit and loss. For such financial assets the Company uses fair value for

subsequent measurement and fair value changes are included in current profits and losses.

(2) Classification recognition and measurement of financial liabilities

Financial liabilities are classified during initial recognition as the financial liabilities measured at fair value

through profit and loss and other financial liabilities. For financial liabilities at fair value through profit or loss

the transaction expenses thereof should be recognized directly in current profit or loss and for other financial

liabilities the transaction expenses thereof should be recognized into initially recognized amount.* Financial liabilities measured at fair value through profit and loss

Financial liabilities measured at fair value through profit and loss contain transactional financial liabilities

(including derivatives that belong to financial liabilities) and financial liabilities designated as measured at fair

value during initial recognition with changes included in current profits and losses.Transactional financial liabilities (including derivatives that belong to financial liabilities) are subsequently

measured at fair value and except for those related to hedge accounting the fair value changes are included in

current profits and losses.The financial liabilities designated as measured at fair value with changes included in current profits and losses

such liabilities are caused by the Company’s own credit risk changes with fair value changes included in other

comprehensive income and when the liabilities are derecognized they are included in other comprehensive

income caused by own credit risk changes with cumulative fair value changes transferred into retained earnings.The remaining fair value changes are included in current profits and losses. If treatment of own credit risk change

impact of such financial liabilities in the above manner will cause or expand accounting mismatch in profits and

losses the Company includes all gains or losses of such financial liabilities (including the amount of corporate

own credit risk change impact) in current profits and losses.* Other financial liabilities

Except the financial liabilities and financial guarantee contract arising from financial asset transfer at variance

with derecognition conditions or continuous involvement of transferred financial assets other financial liabilities

are classified as financial liabilities measured at amortized cost and subsequently measured at amortized cost

with gains or losses resulting from derecognition or amortization included in current profits and losses.

(3) Recognition basis and measurement method of financial assets transfer

Financial assets are derecognized in one of the following conditions: * the contractual right to receive cash flow

of such financial assets is terminated; * such financial assets have been transferred and almost all risks and

rewards on the financial asset Ownership are transferred to the transferee; * such financial assets have been

transferred and although the Company has neither transferred nor retained almost all risks and rewards on the

128Changchai Company Limited Annual Report 2025

financial asset Ownership it has given up control of such financial assets.If the enterprise neither transfers nor retains substantially all the risks and rewards of Ownership of a financial

asset and it has not abandoned the control of that financial asset the relevant financial asset is recognized at the

extent of continuing involvement in the transferred financial asset and the corresponding liability is recognized

accordingly. The degree of continuous involvement in the transferred financial asset refers to the risk level that the

enterprise faces due to the change of the value of the financial asset.Where a transfer of a financial asset in its entirety meets the criteria of de-recognition the difference between the

carrying amount of the financial asset transferred and the sum of the consideration received from the transfer and

any cumulative change in fair value that has been recognized in other comprehensive income is recognized in

current profit or loss.Where a transfer of financial asset partly meets the criteria of de-recognition the carrying amount of the financial

asset transferred should be amortized between the part that is derecognized and the part that is not derecognized

according to the fair value and the difference between the sum of the consideration received from the transfer and

any cumulative change in fair value that has been recognized in other comprehensive income and should be

amortized to the derecognized part and the above-mentioned amortized carrying amountshall be recorded into

current profit or loss.When the Company uses financial assets sold with recourse or sells financial assets held in an endorsement it

must determine whether all risks and rewards of Ownership of the financial assets have been almost transferred. If

all the risks and rewards of Ownership of the financial asset are almost transferred to the transferee and the

financial asset is derecognized; if all the risks and rewards on the Ownership of the financial asset are retained the

financial asset is not derecognized; all the risks and rewards of Ownership of financial assets are not almost

transferred or retained continue to determine whether the Company retains the control over the assets and

perform the accounting operation based on the principles described in the preceding paragraphs.

(4) De-recognition of financial liabilities

If current obligations of financial liabilities (or a part thereof) are removed the Company derecognizes such

financial liabilities (or a part thereof). If the Company (borrower) signs an agreement with the lender to replace

the original financial liabilities by bearing new financial liabilities and contract clauses of new financial liabilities

and original financial liabilities are substantially different the original financial liabilities are derecognized while

recognizing a new financial liability. If the Company makes substantial modification to the contractual clauses of

original financial liabilities (or a part thereof) the original financial liabilities are derecognized and a new

financial liability is recognized according to the clauses after modification.If financial liabilities (or a part thereof) are derecognized the Company records the difference between their book

value and consideration paid (including non-cash assets transferred out or liabilities assumed) into current profits

and losses.

(5) Offset of financial assets and financial liabilities

When the Company has legal right to offset financial assets and financial liabilities of the recognized amount and

such legal rights are currently enforceable meanwhile the Company plans to settle by net assets or concurrently

liquidate such financial assets and repay such financial liabilities financial assets and financial liabilities are

presented in the balance sheet by net amounts after mutual offset. In addition financial assets and financial

liabilities are separately presented in the balance sheet which are not offset by each other.

(6) Determining method of the fair value of financial assets and financial liabilities

Fair value refers to the price that a market participant can receive for the sale of an asset or the price he needs to

pay for transferring a liability in an orderly transaction occurring on the measurement date. Where the financial

129Changchai Company Limited Annual Report 2025

instruments exist on active market the Company determines their fair value by using quotation on active market.Quoted market prices in an active market refer to the prices that are readily available regularly from the exchange

the broker the trade association pricing services institution etc. and they represent the actual market transaction

prices in the fair transactions. Where the financial instruments do not exist on active market the Company

determines their fair value by using valuation techniques. Valuation techniques include the prices used in recent

market transactions by the parties that are familiar to the situation and are voluntary to participate in the

transaction refers to the current fair values of other essentially the same financial instruments discount cash flow

valuation option pricing models etc. At the time of valuation the Company leverages valuation techniques that

are applicable in the current circumstances and adequately supported by available data and other information

chooses the input value consistent with the characteristics of assets or liabilities considered by market participants

in transaction of relevant assets or liabilities and prefers to use the relevant observable input value. The value that

cannot be inputted is utilized when the relevant observable input value is unavailable or unfeasible to obtain.

11. Impairment of financial assets

The Company assesses impairment losses for the following financial assets: Financial assets measured at

amortized cost; Debt instruments measured at fair value through other comprehensive income (FVOCI); These

primarily include: Notes receivable; Accounts receivable; Contract assets; Other receivables; Debt investments;

Other debt investments; Long-term receivables; Additionally impairment provisions and credit impairment losses

for certain financial guarantee contracts are recognized in accordance with the accounting policies outlined below.

(1) Method for Recognizing Impairment Provisions

The Company measures expected credit losses (ECL) for the above items using either the general approach or the

simplified approach depending on their applicability and recognizes corresponding credit impairment losses.Credit loss refers to the present value of all contractual cash flows the Company is entitled to receive under the

contract discounted at the original effective interest rate minus the present value of all expected cash flows to be

collected. For purchased or originated credit-impaired (POCI) financial assets the discount rate applied is the

credit-adjusted effective interest rate.General Approach for ECL Measurement

At each reporting date the Company assesses whether the credit risk of a financial asset has increased

significantly since initial recognition:

If credit risk has increased significantly the Company measures the loss allowance at an amount equal to lifetime

ECL.If credit risk has not increased significantly the loss allowance is measured at 12-month ECL.The assessment incorporates all reasonable and supportable information including forward-looking data.For financial instruments with low credit risk at the reporting date the Company assumes no significant increase

in credit risk since initial recognition and applies the 12-month ECL approach.

(2) Criteria for Determining Significant Increase in Credit Risk

A significant increase in credit risk is presumed if the probability of default (PD) over the remaining lifetime at

the reporting date is substantially higher than the PD estimated at initial recognition. Unless exceptional

circumstances exist the Company uses changes in the 12-month PD as a reasonable proxy for lifetime PD

changes to determine whether credit risk has increased significantly.Factors considered in assessing significant increases in credit risk:

1)Actual or expected material deterioration in the debtor’s operating performance;

130Changchai Company Limited Annual Report 2025

2)Material adverse changes in the debtor’s regulatory economic or technological environment;

3)Significant decline in collateral value or quality of third-party guarantees/credit enhancements which may

reduce the debtor’s economic incentive to repay or affect PD;

4)Material changes in the debtor’s expected behavior or repayment patterns;

5)Changes in the Company’s credit management practices for the financial instrument.

As of the balance sheet date if the Company determines that a financial instrument carries only a low credit risk

it presumes that the credit risk of that financial instrument has not significantly increased since its initial

recognition. A financial instrument is considered to have low credit risk if its default risk is low the borrower's

ability to fulfill its contractual cash flow obligations is strong in the short term and even if there are adverse

changes in the economic situation and operating environment over a longer period of time it may not necessarily

reduce the borrower's ability to fulfill its contractual cash obligations.

(3) Portfolio-Based Assessment of Expected Credit Risk

The company evaluates the credit risk of individual financial assets with significantly different credit risks such

as accounts receivable that are in dispute with the counterparty or involve litigation or arbitration; accounts

receivable where there are clear indications that the debtor is likely to be unable to fulfill its repayment obligations

etc.In addition to financial assets with individual credit risk assessments the Company categorizes financial assets

into different groups based on common risk characteristics. The common credit risk characteristics adopted by the

Company include: type of financial instrument credit risk rating aging portfolio overdue aging portfolio etc.Credit risk is assessed on a portfolio basis.

(4) Accounting Treatment for Financial Asset Impairment

At period-end the Company calculates ECL for each category of financial assets:

If the ECL exceeds the current carrying amount of the impairment allowance the difference is recognized as an

impairment loss;

If the ECL is lower than the current allowance the difference is recognized as an impairment gain.

(5) Method for recognizing credit losses of various financial assets

* Bills receivable

The Company measures loss provision for bills receivable based on the amount equivalent to expected credit

losses throughout the existence period. Based on credit risk characteristics of bills receivable they are divided into

different portfolios:

Items Basis of determining the portfolio

Bank acceptance bill Acceptors are banks with low credit risks

Bank Acceptance Draft (Issued by Finance Companies) Issued by Finance Companies

Commercial acceptance bill All of commercial acceptance bill

* Accounts receivable and contract assets

With regard to accounts receivable and contract assets excluding major financing components the Company

measures loss reserve at the amount equivalent to the expected credit loss throughout the duration.With regard to accounts receivable and contract assets including major financing components the Company

chooses to always measure loss reserve at the amount equivalent to the expected credit loss throughout the

duration.In addition to accounts receivable with individual assessment of credit risks they are divided into different

131Changchai Company Limited Annual Report 2025

portfolios based on their credit risk characteristics:

Items Basis of determining the portfolio

Credit risk characteristics portfolio Portfolio based on aging of receivables as credit risk characteristic

Related party within consolidation scope Related party within consolidation scope

a. The aging of the Company's receivables is calculated from the date of occurrence.For the portfolio the aging-based grouping method is adopted to measure expected credit losses (ECL):

Provision ratios of notes Provision ratios of Provision ratios of Provision ratios of other

Aging

Receivable (%) accounts receivable (%) contract assets (%) receivables (%)

Within 1 2.00 2.00 2.00 2.00

year

1-2 years 5.00 5.00 5.00 5.00

2-3 years 15.00 15.00 15.00 15.00

3-4 years 30.00 30.00 30.00 30.00

4-5 years 60.00 60.00 60.00 60.00

Over 5 100.00 100.00 100.00 100.00

years

b. Criteria for Recognizing Individually Assessed Bad Debt Provisions:

A financial asset is considered credit-impaired when one or more events that have a detrimental impact on the

asset's expected future cash flows occur. Observable evidence of credit impairment includes but is not limited to

the following:

1)The issuer or debtor is experiencing significant financial difficulties.

2)The debtor has breached contractual terms such as defaulting or delaying payments of interest or principal.

3)The creditor has granted concessions to the debtor (e.g. payment extensions reduced interest rates or principal

forgiveness) that would not otherwise be considered due to the debtor's financial distress.

4)The debtor is likely to enter bankruptcy or undergo financial restructuring.

5)The active market for the financial asset has disappeared due to the financial difficulties of the issuer or debtor.

6)The financial asset was acquired or originated at a significant discount reflecting incurred credit losses.

Credit impairment may result from a combination of factors and does not necessarily stem from a single

identifiable event.* Receivables Financing

Financial assets classified as notes receivable and accounts receivable measured at fair value through other

comprehensive income (FVTOCI) shall be presented as follows:

"Receivables financing" for portions with original maturities of one year or less from the date of acquisition;

"Other debt investments" for portions with original maturities exceeding one year from the date of acquisition.Except for individually assessed accounts receivable these financial assets are grouped into different portfolios

based on their credit risk characteristics.Item Basis of determining the portfolio

Notes receivable Bank acceptance drafts issued by banks with high credit ratings

132Changchai Company Limited Annual Report 2025

Item Basis of determining the portfolio

Accounts receivable This portfolio uses the aging of receivables as the credit risk characteristic.* Other receivables

The Company measures impairment losses based on whether the credit risks of other receivables have increased

significantly since initial recognition by using the amount equivalent to expected credit losses within the next 12

months or throughout the existence period. In addition to other receivables with individual assessment of credit

risks they are divided into different portfolios based on their credit risk characteristics:

Item Basis of determining the portfolio

Aging portfolio Other receivables excluding related parties

Related party within consolidation

Other receivables from related parties within the scope of consolidation

scope

12. Inventories

(1) Classification of Inventories

Inventories mainly include raw materials materials in outside processing work in progress finished goods and

low-value consumables.

(2) Measurement Method for Issuance

All categories of inventories are purchased and received at planned costs and issued using the weighted average

method. Finished goods costs are transferred at actual costs incurred during the period while cost of sales is

recognized using the weighted average method.

(3) Inventory Counting System

The perpetual inventory system is adopted.

(4) Amortization Method for Low-Value Consumables and Packaging Materials

Low-value consumables are fully amortized upon issuance (one-time amortization method). Packaging materials

are fully amortized upon issuance (one-time amortization method).

(5) Recognition Criteria and Provision Method for Inventory Write-Down

The net realizable value (NRV) of inventory refers to the estimated selling price in the ordinary course of business

minus the estimated costs to complete selling expenses and related taxes. The determination of NRV is based on

reliable evidence while also considering the purpose of holding the inventory and the impact of events after the

reporting period.At the balance sheet date inventories are measured at the lower of cost or NRV. Based on a comprehensive

year-end physical count provisions are made for inventories that are damaged obsolete priced below cost or

otherwise unrecoverable. Write-downs are recognized for individual inventory items where cost exceeds NRV

with the loss recorded in profit or loss.Methods for Determining NRV:

Finished goods merchandise and materials held for sale: NRV = Estimated selling price ? Estimated selling

expenses ? Related taxes.Materials requiring further processing: NRV = Estimated selling price of finished products ? Estimated costs to

complete ? Estimated selling expenses ? Related taxes.Partial contract pricing: If part of an inventory item has a contract price while the remainder does not NRV is

133Changchai Company Limited Annual Report 2025

determined separately.Aggregate assessment: For inventories with similar use or produced/sold in the same region write-downs are

assessed collectively if individual valuation is impractical.High-volume low-cost items: Write-downs are assessed by inventory category.If the factors that previously caused inventory write-downs no longer exist resulting in NRV exceeding the

carrying amount the reversal (limited to the original provision amount) is recognized in profit or loss.

13. Held-for-sale and Discontinued Operations

(1) Non-current Assets and Disposal Groups Held-for-sale

The Company classifies a non-current asset or disposal group as held-for-sale if its carrying amount will be

recovered principally through a sale transaction (including non-monetary asset exchanges with commercial

substance the same applies below) rather than through continuing use. The specific criteria are that all of the

following conditions are met: (i) the non-current asset or disposal group is available for immediate sale in its

present condition subject only to terms that are usual and customary for sales of such assets or disposal groups; (ii)

the Company has approved the sale plan and obtained a firm purchase commitment; and (iii) the sale is expected

to be completed within one year. A disposal group refers to a group of assets to be disposed of by sale or

otherwise together as a group in a single transaction and liabilities directly associated with those assets that will

be transferred in the transaction. If the goodwill acquired in a business combination was allocated to a

cash-generating unit or group of cash-generating units to which the disposal group belongs under Accounting

Standards for Business Enterprises No. 8—Impairment of Assets the disposal group shall include the goodwill

allocated to it.When initially measuring or remeasuring non-current assets or disposal groups classified as held-for-sale at the

balance sheet date if their carrying amount exceeds their fair value less costs to sell the carrying amount is

written down to fair value less costs to sell. The amount of the write-down is recognized as an impairment loss in

profit or loss for the current period and a provision for impairment of held-for-sale assets is made. For disposal

groups the recognized impairment loss is first allocated to reduce the carrying amount of any goodwill in the

disposal group and then to reduce the carrying amounts of the other non-current assets in the disposal group that

are subject to the measurement requirements of Accounting Standards for Business Enterprises No.

42—Non-current Assets Held-for-sale and Discontinued Operations (hereinafter referred to as the "held-for-sale

standards") on a pro-rata basis. If the fair value less costs to sell of a held-for-sale disposal group increases in

subsequent balance sheet dates the previously recognized impairment loss shall be reversed. The reversal is

limited to the cumulative impairment loss recognized for the non-current assets in the disposal group that are

subject to the measurement requirements of the held-for-sale standards after classification as held-for-sale and the

reversal amount is recognized in profit or loss for the current period. The carrying amounts of the non-current

assets in the disposal group that are subject to the measurement requirements of the held-for-sale standards

(excluding goodwill) are increased on a pro-rata basis according to their relative carrying amounts. The carrying

amount of goodwill that has been reduced as well as impairment losses recognized for non-current assets subject

to the measurement requirements of the held-for-sale standards before classification as held-for-sale shall not be

reversed.Non-current assets in a disposal group classified as held-for-sale are not depreciated or amortized while interest

and other expenses on liabilities in a held-for-sale disposal group continue to be recognized.When a non-current asset or disposal group no longer meets the criteria for classification as held-for-sale the

Company ceases to classify it as held-for-sale or removes the non-current asset from the held-for-sale disposal

134Changchai Company Limited Annual Report 2025

group and measures it at the lower of: (i) its carrying amount before classification as held-for-sale adjusted for

any depreciation amortization or impairment that would have been recognized had it not been classified as

held-for-sale; and (ii) its recoverable amount.

(2) Criteria for Identifying and Presentation Methods for Discontinued Operations

A discontinued operation is a component of the Company that either has been disposed of or is classified as

held-for-sale and meets any of the following criteria: (i) the component represents a separate major line of

business or geographical area of operations; (ii) the component is part of a single coordinated plan to dispose of a

separate major line of business or geographical area of operations; or (iii) the component is a subsidiary acquired

exclusively with a view to resale.The Company presents the relevant profit or loss from discontinued operations in the income statement and

discloses the effects of discontinued operations in the notes.

14. Long-term Equity Investments

The long-term equity investments referred to in this section are those in which the Company has control joint

control or significant influence over the investee. Long-term equity investments in which the Company does not

have control joint control or significant influence are accounted for as financial assets measured at fair value

through profit or loss. For non-trading investments the Company may elect at initial recognition to classify them

as financial assets measured at fair value through other comprehensive income as detailed in Note V.10 "Financial

Instruments."

Joint control refers to the Company's shared control over an arrangement in accordance with relevant agreements

where decisions regarding the relevant activities of the arrangement require unanimous consent from all parties

sharing control. Significant influence refers to the Company's power to participate in the financial and operating

policy decisions of the investee but not to control or jointly control those policies with other parties.

(1) Determination of Investment Cost

For long-term equity investments acquired through business combinations under common control the initial

investment cost is measured at the share of the carrying value of the acquiree's equity in the consolidated financial

statements of the ultimate controlling party on the combination date. The difference between the initial investment

cost and the sum of the cash paid the carrying value of non-cash assets transferred and liabilities assumed is

adjusted against capital reserve. If capital reserve is insufficient the remaining difference is adjusted against

retained earnings. If equity instruments are issued as consideration the initial investment cost is measured at the

share of the carrying value of the acquiree's equity in the consolidated financial statements of the ultimate

controlling party on the combination date with the total par value of the shares issued recognized as share capital.The difference between the initial investment cost and the total par value of the shares issued is adjusted against

capital reserve. If capital reserve is insufficient the remaining difference is adjusted against retained earnings. For

step-by-step acquisitions of equity in an acquiree under common control that ultimately result in a business

combination under common control the transactions are accounted for separately based on whether they

constitute a "package transaction." If they constitute a "package transaction" the transactions are treated as a

single transaction to obtain control. If not the initial investment cost on the combination date is measured at the

share of the carrying value of the acquiree's equity in the consolidated financial statements of the ultimate

controlling party. The difference between the initial investment cost and the sum of the carrying value of the

long-term equity investment before the combination and the carrying value of additional consideration paid on the

combination date is adjusted against capital reserve. If capital reserve is insufficient the remaining difference is

adjusted against retained earnings. Other comprehensive income recognized for equity investments held before the

135Changchai Company Limited Annual Report 2025

combination date under the equity method or as financial assets measured at fair value through other

comprehensive income is not accounted for at this stage.For long-term equity investments acquired through business combinations not under common control the initial

investment cost is measured at the combination cost on the acquisition date. The combination cost includes the

sum of the fair value of assets paid liabilities incurred or assumed and equity instruments issued by the acquirer.For step-by-step acquisitions of equity in an acquiree that ultimately result in a business combination not under

common control the transactions are accounted for separately based on whether they constitute a "package

transaction." If they constitute a "package transaction" the transactions are treated as a single transaction to obtain

control. If not the initial investment cost of the long-term equity investment accounted for under the cost method

is the sum of the carrying value of the previously held equity investment and the additional investment cost. Other

comprehensive income related to the previously held equity investment accounted for under the equity method is

not accounted for at this stage.Intermediary fees such as audit legal and valuation consulting services as well as other related administrative

expenses incurred by the combining or acquiring party for the business combination are recognized in profit or

loss when incurred.For other equity investments not formed through business combinations the initial measurement is based on cost

which is determined according to the actual cash purchase price paid by the Company the fair value of equity

instruments issued by the Company the value agreed in the investment contract or agreement the fair value or

original carrying value of assets exchanged in non-monetary asset exchanges or the fair value of the long-term

equity investment itself. Directly attributable costs taxes and other necessary expenses are also included in the

investment cost. For additional investments that enable the Company to exert significant influence or joint control

over the investee (but not control) the cost of the long-term equity investment is the sum of the fair value of the

previously held equity investment determined in accordance with Accounting Standards for Business Enterprises

No. 22—Recognition and Measurement of Financial Instruments and the additional investment cost.

(2) Subsequent Measurement and Profit/Loss Recognition Methods

Long-term equity investments in which the Company has joint control (excluding joint operations) or significant

influence are accounted for using the equity method. Additionally the Company's financial statements use the cost

method to account for long-term equity investments that enable the Company to control the investee.* Long-term Equity Investments Accounted for Using the Cost Method

Under the cost method long-term equity investments are measured at initial investment cost with adjustments

made for additional investments or disposals. Investment income for the period is recognized based on the

Company's share of cash dividends or profits declared by the investee excluding any dividends or profits declared

but not yet distributed at the time of investment.* Long-term Equity Investments Accounted for Using the Equity Method

Under the equity method if the initial investment cost exceeds the Company's share of the investee's identifiable

net assets at fair value at the investment date the initial investment cost is not adjusted. If the initial investment

cost is less than the Company's share of the investee's identifiable net assets at fair value at the investment date

the difference is recognized in profit or loss and the cost of the long-term equity investment is adjusted

accordingly.Under the equity method the Company recognizes investment income and other comprehensive income based on

its share of the investee's net profit or loss and other comprehensive income adjusting the carrying value of the

long-term equity investment accordingly. The carrying value is reduced by the Company's share of profits or cash

dividends declared by the investee. For other changes in the investee's equity not included in net profit or loss

136Changchai Company Limited Annual Report 2025

other comprehensive income or profit distribution the carrying value of the long-term equity investment is

adjusted and recognized in capital reserve. When recognizing the share of the investee's net profit or loss the

investee's net profit is adjusted based on the fair value of identifiable assets at the investment date. If the investee's

accounting policies or reporting periods differ from the Company's the investee's financial statements are adjusted

to align with the Company's policies and periods before recognizing investment income and other comprehensive

income.For transactions between the Company and its associates or joint ventures where the assets contributed or sold do

not constitute a business unrealized internal transaction profits or losses attributable to the Company are

eliminated based on the Company's share and investment income is recognized after this adjustment. However

unrealized internal transaction losses attributable to impairment losses on the transferred assets are not eliminated.If the Company contributes assets constituting a business to a joint venture or associate and obtains long-term

equity investment without control the fair value of the contributed business is used as the initial investment cost

of the new long-term equity investment. The difference between the initial investment cost and the carrying value

of the contributed business is fully recognized in profit or loss. Similarly if the Company sells assets constituting

a business to a joint venture or associate the difference between the consideration received and the carrying value

of the business is fully recognized in profit or loss. If the Company purchases assets constituting a business from

an associate or joint venture the transaction is accounted for under Accounting Standards for Business Enterprises

No. 20—Business Combinations with gains or losses fully recognized.When recognizing the share of the investee's net losses the carrying value of the long-term equity investment and

other long-term interests that substantially constitute a net investment in the investee are reduced to zero. If the

Company has an obligation to assume additional losses a provision is recognized for the estimated obligation and

included in investment losses for the period. If the investee subsequently reports net profits the Company resumes

recognizing its share of profits after offsetting unconfirmed loss shares.* Acquisition of Minority Interests

When preparing consolidated financial statements the difference between the additional long-term equity

investment from acquiring minority interests and the share of the subsidiary's net assets calculated based on the

additional Ownership percentage continuously measured from the acquisition date (or combination date) is

adjusted against capital reserve. If capital reserve is insufficient the remaining difference is adjusted against

retained earnings.* Disposal of Long-term Equity Investments

In consolidated financial statements if the parent partially disposes of its long-term equity investment in a

subsidiary without losing control the difference between the disposal proceeds and the share of the subsidiary's

net assets corresponding to the disposed long-term equity investment is recognized in equity. If the partial disposal

results in loss of control over the subsidiary the relevant accounting policy described in Note V.6(2) "Preparation

Methods for Consolidated Financial Statements" applies.For other disposals of long-term equity investments the difference between the carrying value of the disposed

equity and the actual proceeds is recognized in profit or loss.For long-term equity investments accounted for under the equity method if the remaining equity after disposal

continues to be accounted for under the equity method the portion of other comprehensive income previously

recognized in equity is accounted for on the same basis as if the investee had directly disposed of the related assets

or liabilities. Changes in equity recognized due to other changes in the investee's equity (excluding net profit or

loss other comprehensive income and profit distribution) are proportionally reclassified to profit or loss.For long-term equity investments accounted for under the cost method if the remaining equity after disposal

137Changchai Company Limited Annual Report 2025

continues to be accounted for under the cost method other comprehensive income recognized before obtaining

control under the equity method or financial instrument standards is accounted for on the same basis as if the

investee had directly disposed of the related assets or liabilities and proportionally reclassified to profit or loss.Changes in equity recognized under the equity method due to other changes in the investee's equity (excluding net

profit or loss other comprehensive income and profit distribution) are proportionally reclassified to profit or loss.If the Company loses control of an investee due to partial disposal of equity investments in its separate financial

statements the remaining equity that enables the Company to exert joint control or significant influence over the

investee is reclassified to the equity method with adjustments made as if the equity method had been applied from

the initial acquisition. If the remaining equity does not enable joint control or significant influence it is

reclassified under the financial instrument standards with the difference between fair value and carrying value at

the date of losing control recognized in profit or loss. Other comprehensive income recognized before obtaining

control under the equity method or financial instrument standards is accounted for on the same basis as if the

investee had directly disposed of the related assets or liabilities. Changes in equity recognized under the equity

method due to other changes in the investee's equity (excluding net profit or loss other comprehensive income

and profit distribution) are reclassified to profit or loss at the date of losing control. For remaining equity

accounted for under the equity method other comprehensive income and other equity changes are proportionally

reclassified. For remaining equity reclassified under the financial instrument standards other comprehensive

income and other equity changes are fully reclassified.If the Company loses joint control or significant influence over an investee due to partial disposal of equity

investments the remaining equity is reclassified under the financial instrument standards with the difference

between fair value and carrying value at the date of losing joint control or significant influence recognized in

profit or loss. Other comprehensive income recognized under the equity method is accounted for on the same

basis as if the investee had directly disposed of the related assets or liabilities when the equity method is

discontinued. Changes in equity recognized due to other changes in the investee's equity (excluding net profit or

loss other comprehensive income and profit distribution) are fully reclassified to investment income when the

equity method is discontinued.If the Company disposes of its equity investments in a subsidiary step-by-step through multiple transactions until

control is lost and these transactions constitute a "package transaction" they are treated as a single transaction to

dispose of the subsidiary's equity investments and lose control. Before losing control the difference between the

disposal proceeds and the carrying value of the disposed equity corresponding to the long-term equity investment

is initially recognized in other comprehensive income and reclassified to profit or loss at the time control is lost.

15. Investment Properties

Investment properties refer to properties held to earn rental income or for capital appreciation or both. These

include leased land use rights land use rights held for future appreciation and transfer and leased buildings.Investment properties are initially measured at cost. Subsequent expenditures related to investment properties are

capitalized if it is probable that future economic benefits associated with the property will flow to the Company

and the cost can be measured reliably. All other subsequent expenditures are recognized in profit or loss as

incurred.The Company applies the cost model for subsequent measurement of investment properties and depreciates or

amortizes them using policies consistent with those applied to buildings or land use rights.The impairment testing method and provision method for investment properties are detailed in Note V.20

"Impairment of Long-term Assets."

138Changchai Company Limited Annual Report 2025

When owner-occupied properties or inventories are converted to investment properties or vice versa the carrying

amount prior to conversion is used as the post-conversion carrying amount.When the use of an investment property changes to owner-occupied the property is reclassified as fixed assets or

intangible assets from the date of change. When the use of owner-occupied property changes to rental or capital

appreciation purposes the fixed asset or intangible asset is reclassified as an investment property from the date of

change.For conversions:

To investment properties measured using the cost model the pre-conversion carrying amount is used as the

post-conversion carrying amount.To investment properties measured using the fair value model the fair value at the conversion date is used as the

post-conversion carrying amount.An investment property is derecognized when disposed of or permanently withdrawn from use with no expected

future economic benefits. Gains or losses from the sale transfer retirement or damage of investment properties

are calculated as the disposal proceeds minus the carrying amount and related taxes/expenses and are recognized

in profit or loss.

16. Fixed Assets

(1) Recognition Criteria for Fixed Assets

Fixed assets are tangible assets held for the production of goods provision of services rental or administrative

purposes with a useful life exceeding one accounting year. Fixed assets are recognized only when it is probable

that related economic benefits will flow to the Company and their costs can be reliably measured. Fixed assets are

initially measured at cost taking into account the effects of estimated abandonment costs.

(2) Depreciation Methods for Various Categories of Fixed Assets

Depreciation of fixed assets is calculated on a straight-line basis over their useful lives commencing from the

month following the date when the assets are ready for intended use. The useful lives estimated residual values

and annual depreciation rates for each category of fixed assets are as follows:

Estimated useful life

Category Depreciation method Depreciation rate (%)

(years)

Houses and buildings Straight-line method 20-40 2.50-5

Machinery equipment Straight-line method 6-15 6.67-16.67

Transportation equipment Straight-line method 5-10 10-20

Other equipment Straight-line method 5-10 10-20

Estimated residual value refers to the amount that the Company currently expects to obtain from disposal of the

asset after deducting estimated disposal expenses assuming the fixed asset has reached the end of its expected

useful life and is in the expected condition at that time.

(3) The impairment testing method and provision method for fixed assets are detailed in Note V.20 "Impairment of

Long-term Assets."

(4) Other Disclosures

Subsequent expenditures related to fixed assets are capitalized if it is probable that future economic benefits

associated with the fixed asset will flow to the Company and the cost can be measured reliably. The carrying

139Changchai Company Limited Annual Report 2025

amount of replaced parts is derecognized. All other subsequent expenditures are recognized in profit or loss as

incurred.A fixed asset is derecognized when it is disposed of or when no future economic benefits are expected from its use

or disposal. Gains or losses arising from the sale transfer retirement or damage of fixed assets are calculated as

the disposal proceeds minus the carrying amount and related taxes/expenses and are recognized in profit or loss.The Company reviews the useful lives estimated residual values and depreciation methods of fixed assets at least

at each financial year-end. Changes in estimates are accounted for as changes in accounting estimates.

17. Construction in progress

The Company classifies construction in progress into two types: self-constructed and contractor-constructed.Construction in progress is transferred to fixed assets when the project is completed and reaches the intended

usable condition. The criteria for determining the intended usable condition shall meet any of the following

circumstances:

The physical construction (including installation) of the fixed asset has been fully completed or substantially

completed;

Trial production or test operation has been conducted and the results indicate that the asset can operate normally

or stably produce qualified products or the test operation results show that it can operate or function normally;

The amount of expenditures on the construction of the fixed asset is minimal or almost no longer occurs;

The constructed or acquired fixed asset has met or substantially met the design or contract requirements.When construction in progress reaches the intended usable condition it is transferred to fixed assets at the actual

project cost. For projects that have reached the intended usable condition but have not yet completed final

settlement they are first transferred to fixed assets at an estimated value. After final settlement is completed the

original provisional value is adjusted to the actual cost but no adjustment is made to previously calculated

depreciation.The impairment testing method and provision method for construction in progress are detailed in Note V.20

"Impairment of Long-term Assets."

18. Borrowing Costs

Borrowing costs include interest expenses on borrowings amortization of discounts or premiums ancillary costs

and exchange differences arising from foreign currency borrowings. Borrowing costs directly attributable to the

acquisition construction or production of a qualifying asset are capitalized when:

Expenditures for the asset have been incurred;

Borrowing costs have been incurred; and

Activities necessary to prepare the asset for its intended use or sale have commenced.Capitalization ceases when the qualifying asset reaches its intended usable or saleable condition. All other

borrowing costs are recognized as expenses in the period in which they are incurred.For specific borrowings the amount to be capitalized is the actual interest expense incurred during the period less

any interest income earned on the unused portion of the borrowings deposited in banks or from temporary

investments.For general borrowings the amount to be capitalized is determined by multiplying the weighted average of

accumulated expenditures on the qualifying asset in excess of specific borrowings by the capitalization rate

140Changchai Company Limited Annual Report 2025

applicable to the general borrowings. The capitalization rate is calculated based on the weighted average interest

rate of the general borrowings.During the capitalization period exchange differences on foreign currency specific borrowings are fully

capitalized while exchange differences on foreign currency general borrowings are recognized in profit or loss.A qualifying asset refers to assets such as fixed assets investment properties and inventories that require a

substantial period of time for their acquisition construction or production before they are ready for their intended

use or sale.If the acquisition construction or production of a qualifying asset is interrupted abnormally and the interruption

lasts for more than three consecutive months the capitalization of borrowing costs shall be suspended until the

acquisition construction or production activities recommence.A qualifying asset refers to assets such as fixed assets investment properties and inventories that require a

substantial period of time for their acquisition construction or production before they are ready for their intended

use or sale.

19. Intangible Assets

(1) Intangible Assets

Intangible assets refer to identifiable non-monetary assets without physical form that are owned or controlled by

the Company.Intangible assets are initially measured at cost. Expenditures related to intangible assets are capitalized if it is

probable that future economic benefits will flow to the Company and the costs can be reliably measured. All other

expenditures are recognized as expenses when incurred.Land use rights acquired are normally accounted for as intangible assets. For self-constructed buildings such as

factories the related land use rights expenditures and building construction costs are accounted for as intangible

assets and fixed assets separately. For purchased buildings the purchase price is allocated between the land use

rights and buildings. If the allocation cannot be made reasonably the entire amount is accounted for as fixed

assets.Intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives

from the date when they are available for use based on the original cost less estimated residual value and

accumulated impairment losses. Intangible assets with indefinite useful lives are not amortized.At the end of each period the useful lives and amortization methods of intangible assets with finite useful lives

are reviewed. Any changes are treated as changes in accounting estimates. In addition the useful lives of

intangible assets with indefinite useful lives are reviewed. If evidence indicates that the period of economic

benefits from the intangible asset is foreseeable its useful life is estimated and amortized according to the policy

for intangible assets with finite useful lives.

(2) Research and Development Expenditures

The Company classifies internal research and development project expenditures into research phase expenditures

and development phase expenditures.Expenditures in the research phase are recognized as expenses when incurred.The Company's R&D expenditures include materials consumed labor and service costs amortization of R&D

equipment amortization of other intangible assets and fixed assets used in the development process and utilities

expenses.The Company's specific criteria for distinguishing between research phase and development phase expenditures:

141Changchai Company Limited Annual Report 2025

The research phase refers to the stage of original and planned investigation undertaken to gain new scientific or

technical knowledge. The development phase refers to the stage of applying research findings or other knowledge

to a plan or design to produce new or substantially improved materials devices products etc. before commercial

production or use.Development phase expenditures are recognized as intangible assets only when all the following conditions are

met. Otherwise they are recognized as expenses when incurred:

* Technical feasibility of completing the intangible asset for use or sale;

* Intention to complete and use or sell the intangible asset;

* Ability to generate economic benefits including demonstrating a market for products using the intangible asset

or for the intangible asset itself or its usefulness for internal use;

* Availability of adequate technical financial and other resources to complete development and to use or sell the

intangible asset;

* Ability to reliably measure expenditures attributable to the development phase.The Company's specific conditions for capitalizing development phase expenditures: technical feasibility of

completion; intention to complete and use/sell; ability to generate economic benefits; availability of adequate

resources; and reliable measurement of attributable expenditures.If research phase and development phase expenditures cannot be distinguished all R&D expenditures are

recognized as expenses when incurred.

(3) Impairment Testing Method and Provision Method for Intangible Assets

The impairment testing method and provision method for intangible assets are detailed in Note V.20 "Impairment

of Long-term Assets."

20. Long-term Asset Impairment

For non-current non-financial assets such as fixed assets construction in progress intangible assets with finite

useful lives right-of-use assets investment properties measured at cost model and long-term equity investments

in subsidiaries joint ventures and associates the Company assesses at each balance sheet date whether there is

any indication of impairment. If any such indication exists the recoverable amount of the asset is estimated to

determine the impairment loss. Goodwill intangible assets with indefinite useful lives and intangible assets not

yet available for use are tested for impairment annually regardless of whether there is any indication of

impairment.When the recoverable amount is less than the carrying amount an impairment loss is recognized for the difference.The recoverable amount is the higher of an asset's fair value less costs of disposal and its value in use. Fair value

is determined based on the price in the sales agreement under fair transactions; if there is no sales agreement but

an active market exists fair value is determined based on the asset's bid price; if neither exists fair value is

estimated based on the best available information. Costs of disposal include legal fees related taxes

transportation costs and other direct costs to bring the asset to a saleable condition. Value in use is determined by

discounting the estimated future cash flows expected from the asset's continuing use and ultimate disposal at an

appropriate discount rate. Impairment losses are calculated and recognized for individual assets. If it is difficult to

estimate the recoverable amount of an individual asset the recoverable amount is determined for the

cash-generating unit to which the asset belongs. A cash-generating unit is the smallest identifiable group of assets

that generates cash inflows independently.For goodwill presented separately in the financial statements the carrying amount of goodwill is allocated to

142Changchai Company Limited Annual Report 2025

cash-generating units or groups of cash-generating units expected to benefit from the synergies of the business

combination when performing impairment tests. If the recoverable amount of a cash-generating unit or group of

units including allocated goodwill is less than its carrying amount the impairment loss is recognized. The

impairment loss is first allocated to reduce the carrying amount of goodwill allocated to the unit or group then to

other assets of the unit or group pro rata based on their carrying amounts.Once recognized impairment losses for the above assets are not reversed in subsequent periods.

21. Long-term Deferred Expenses

Long-term deferred expenses refer to expenses incurred but to be amortized over more than one year in the current

and future periods. The Company measures long-term deferred expenses at actual cost and amortizes them evenly

over the expected benefit period. For long-term deferred expenses that will not benefit future accounting periods

their carrying amounts are fully recognized in profit or loss when determined.

22. Contract Liabilities

Contract liabilities represent the Company's obligation to transfer goods or services to customers for which

consideration has been received or is receivable. If the customer has paid consideration or the Company has

obtained an unconditional right to payment before transferring goods or services the Company presents the

amount received or receivable as a contract liability at the earlier of when payment is actually received or when

payment is due. Contract assets and liabilities under the same contract are presented net while those under

different contracts are not offset.

23. Employee Benefits

The Company's employee benefits mainly include short-term employee benefits post-employment benefits and

termination benefits.Short-term benefits mainly include wages bonuses allowances and subsidies employee welfare expenses

medical insurance maternity insurance work injury insurance housing provident fund labor union funds and

employee education funds and non-monetary benefits. The Company recognizes actual short-term employee

benefits as liabilities during the accounting periods when employees render services and charges them to profit or

loss or relevant asset costs. Non-monetary benefits are measured at fair value.Post-employment benefits mainly include basic pension insurance and unemployment insurance.Post-employment benefit plans include defined contribution plans. For defined contribution plans the

corresponding payable amounts are charged to relevant asset costs or profit or loss when incurred.Termination benefits are recognized as employee benefit liabilities when the Company can no longer unilaterally

withdraw the termination benefits offered under the redundancy plan or proposal or when the Company

recognizes costs related to restructuring involving termination benefits whichever is earlier and charged to profit

or loss. However termination benefits expected to be paid more than twelve months after the reporting period are

treated as other long-term employee benefits.Internal retirement plans are accounted for using the same principles as termination benefits above. The Company

recognizes salaries and social insurance contributions to be paid to internally retired employees from the date they

stop rendering services to the normal retirement date as profit or loss (termination benefits) when the recognition

criteria for provisions are met.

143Changchai Company Limited Annual Report 2025

Other long-term employee benefits provided by the Company are accounted for as defined contribution plans if

they meet the criteria; otherwise they are accounted for as defined benefit plans.

24. Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past

event it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable

estimate can be made of the amount of the obligation.Provisions are initially measured at the best estimate of the expenditure required to settle the present obligation

and the carrying amounts are reviewed at each balance sheet date.If all or part of the expenditure required to settle a provision is expected to be reimbursed by a third party the

reimbursement is recognized as a separate asset when its receipt is virtually certain and the amount recognized

does not exceed the carrying amount of the provision.

25. Share-based Payment

(1) Accounting Treatment for Share-based Payment

Share-based payment refers to transactions in which equity instruments are granted or liabilities based on equity

instruments are assumed in exchange for services provided by employees or other parties. Share-based payments

are classified into equity-settled share-based payments and cash-settled share-based payments.* Equity-settled Share-based Payment

For equity-settled share-based payments to obtain employee services the fair value of the equity instruments

granted is measured at the grant date.If the vesting of the equity instruments is conditional upon completing a specified service period or meeting

performance conditions the fair value is recognized over the vesting period on a straight-line basis based on the

best estimate of the number of instruments expected to vest with corresponding increases in capital reserves.If the equity instruments vest immediately upon grant the fair value is recognized as an expense on the grant date

with a corresponding increase in capital reserves.At each balance sheet date during the vesting period the Company revises its estimate of the number of equity

instruments expected to vest based on the latest information (e.g. changes in the number of employees eligible for

vesting). Any adjustments are recognized in the current period’s costs or expenses with corresponding

adjustments to capital reserves.For equity-settled share-based payments to obtain services from non-employees:

If the fair value of the services received can be reliably measured the expense is recognized based on the fair

value of the services at the acquisition date.If the fair value of the services cannot be reliably measured but the fair value of the equity instruments can the

expense is recognized based on the fair value of the equity instruments at the service acquisition date with a

corresponding increase in shareholders’ equity.* Cash-settled Share-based Payment

Cash-settled share-based payments are measured at the fair value of the liability incurred determined based on

shares or other equity instruments.If the instruments vest immediately upon grant the liability is recognized on the grant date as an expense.If vesting is conditional upon completing a service period or meeting performance conditions the expense is

144Changchai Company Limited Annual Report 2025

recognized over the vesting period based on the best estimate of the number of instruments expected to vest with

a corresponding increase in liabilities.At each balance sheet date until settlement the liability is remeasured at fair value with changes recognized in

profit or loss.

(2) Accounting for Modifications or Terminations of Share-based Payment Plans

If a modification increases the fair value of the equity instruments granted the incremental fair value (i.e. the

difference between the fair value before and after modification) is recognized as additional service cost.If a modification reduces the total fair value or is otherwise unfavorable to employees the original accounting

treatment continues as if the modification never occurred unless the equity instruments are partially or fully

canceled.If granted equity instruments are canceled during the vesting period the remaining unvested amount is recognized

immediately in profit or loss as an accelerated vesting expense with a corresponding adjustment to capital

reserves. If employees or other parties fail to meet non-vesting conditions (despite having the option to do so) the

grant is treated as canceled.

(3) Accounting for Share-based Payments Involving the Company’s shareholders or Controlling Parties

For share-based payment transactions between the Company and its shareholders or controlling parties where one

party (the settlement entity) is within the Company’s consolidated scope and the other (the service recipient) is

outside:

Consolidated Financial Statements Treatment:

If the settlement entity settles using its own equity instruments the transaction is treated as an equity-settled

share-based payment. Otherwise it is treated as a cash-settled share-based payment.If the settlement entity is an investor in the service recipient it recognizes a long-term equity investment at the

grant-date fair value of the equity instruments or liability with a corresponding increase in capital reserves (other

capital reserves) or liabilities.If the service recipient has no settlement obligation or grants its own equity instruments to employees the

transaction is treated as equity-settled. If the service recipient has a settlement obligation and grants instruments

other than its own equity the transaction is treated as cash-settled.Individual Financial Statements Treatment:

For transactions between entities within the Company’s consolidated scope where the service recipient and

settlement entity differ each entity accounts for the transaction in its individual financial statements following the

above principles.

26. Other Financial Instruments Such as Preference Shares and Perpetual Bonds

(1) Classification of Perpetual Bonds and Preference Shares

Financial instruments such as perpetual bonds and preference shares issued by the Company shall be classified as

equity instruments only if they meet all of the following conditions:

* The instrument does not impose any contractual obligation to deliver cash or other financial assets to another

party or to exchange financial assets or liabilities under potentially unfavorable conditions;

* If settlement may or must occur using the Company’s own equity instruments in the future:

For non-derivative instruments there is no contractual obligation to deliver a variable number of the Company’s

own equity instruments for settlement;

For derivative instruments settlement can only be made by exchanging a fixed number of the Company’s own

equity instruments for a fixed amount of cash or other financial assets.

145Changchai Company Limited Annual Report 2025

Financial instruments issued by the Company that do not meet the above conditions shall be classified as financial

liabilities.For compound financial instruments issued by the Company:

The liability component is measured at fair value and recognized as a liability.The residual amount (total proceeds received minus the fair value of the liability component) is recognized as

"other equity instruments."

Transaction costs are allocated between the liability and equity components in proportion to their respective shares

of the total issuance proceeds.

(2) Accounting Treatment for Perpetual Bonds and Preference Shares

For perpetual bonds and preference shares classified as financial liabilities:

Interest dividends gains/losses and gains/losses from redemption or refinancing are recognized in profit or loss

except for borrowing costs eligible for capitalization (see Note III.18 "Borrowing Costs").For perpetual bonds and preference shares classified as equity instruments:

Issuance (including refinancing) repurchase sale or cancellation is treated as a change in equity with related

transaction costs deducted from equity.Distributions to holders of equity instruments are treated as profit distributions.The Company does not recognize changes in the fair value of equity instruments.

27. Revenue

The Company recognizes revenue when control of the relevant goods is transferred to the customer provided all

the following conditions are met: the contract has been approved by all parties who are committed to fulfilling

their respective obligations; the contract clearly specifies the rights and obligations of each party regarding the

goods or services to be transferred; the contract contains clear payment terms related to the goods to be transferred;

the contract has commercial substance meaning its performance will change the risk timing or amount of the

Company's future cash flows; and the consideration to which the Company is entitled for transferring goods to the

customer is probable of collection.At contract inception the Company identifies the distinct performance obligations in the contract and allocates the

transaction price to each performance obligation based on the relative stand-alone selling prices of the goods or

services promised. In determining the transaction price the Company considers the effects of variable

consideration significant financing components in the contract non-cash consideration and consideration payable

to customers.For each performance obligation the Company recognizes revenue over time by measuring progress toward

complete satisfaction of that performance obligation if any of the following criteria are met: the customer

simultaneously receives and consumes the benefits as the Company performs; the customer controls the asset as it

is created or enhanced; or the asset has no alternative use and the Company has an enforceable right to payment

for performance completed to date. Progress is measured using an input method appropriate to the nature of the

goods transferred. When progress cannot be reasonably measured revenue is recognized to the extent of costs

incurred that are expected to be recoverable until progress can be reasonably measured.If none of the above criteria are met revenue is recognized at the point in time when control of the goods is

transferred to the customer. In assessing whether control has transferred the Company considers indicators

including: the Company's present right to payment; transfer of legal title; physical possession; transfer of

significant risks and rewards of Ownership; customer acceptance; and other indicators of control transfer.

146Changchai Company Limited Annual Report 2025

For contracts with variable consideration the Company estimates the amount using either the expected value or

most likely amount method. The transaction price including variable consideration does not exceed the amount for

which it is highly probable that cumulative revenue recognized will not reverse when uncertainty is resolved. At

each reporting date the Company reassesses estimates of variable consideration included in the transaction price.Consideration payable to a customer is deducted from the transaction price unless it is for distinct goods or

services with the reduction recognized at the later of revenue recognition or payment (or commitment to pay)

date.The Company assesses whether it is a principal or agent based on whether it controls the goods or services before

transfer to the customer. As principal revenue is recognized at the gross amount of consideration; as agent

revenue is recognized at the net amount retained after paying other parties.The Company's specific revenue recognition methods are as follows:

Sales contracts typically contain a single performance obligation to transfer goods satisfied at a point in time.Domestic sales revenue is recognized when: goods are delivered and accepted per contract; payment is received or

collectability is probable; significant risks/rewards are transferred; and legal title passes.Export sales revenue is recognized when: goods are cleared through customs with bill of lading obtained; payment

is received or collectability is probable; significant risks/rewards are transferred; and legal title passes.Interest income is recognized based on time and effective interest rate.

28. Contract Costs

Contract costs comprise costs to fulfill and costs to obtain contracts.The costs incurred by the Company for the performance of a contract which simultaneously meet the following

conditions shall be recognized as an asset as contract performance costs:

(1) Directly related to a contract (labor materials overhead client-reimbursable costs);

(2) Enhance resources for future performance; and

(3) Probable of recovery.

Incremental costs to obtain contracts are capitalized if probable of recovery unless the amortization period would

be one year or less.Capitalized contract costs are amortized consistently with revenue recognition.Impairment losses are recognized when carrying amount exceeds the higher of:

(1) Expected remaining consideration; and

(2) Estimated costs to complete transfer.

Reversals cannot exceed the carrying amount that would have existed without impairment.

29. Government Grants

Government grants refer to monetary or non-monetary assets obtained by the Company from the government

without compensation excluding capital contributions made by the government as an investor with corresponding

Ownership rights. Government grants are classified into asset-related government grants and income-related

government grants. Grants obtained for the acquisition or construction of long-term assets through other means

are defined as asset-related government grants; other government grants are defined as income-related

government grants. If government documents do not explicitly specify the grant recipient the following methods

147Changchai Company Limited Annual Report 2025

are used to classify the grants:

(1) For government documents that specify particular projects classification is based on the relative proportion of

expenditures forming assets versus expenses in the project budget with this proportion reviewed at each balance

sheet date and adjusted if necessary;

(2) For government documents that only provide general descriptions of usage without specifying particular

projects the grants are treated as income-related government grants.Government grants in the form of monetary assets are measured at the amount received or receivable.Government grants in the form of non-monetary assets are measured at fair value; if fair value cannot be reliably

determined they are measured at nominal amount. Government grants measured at nominal amount are directly

recognized in current period profit or loss.The Company generally recognizes and measures government grants based on the actual amount received.However at period-end if there is conclusive evidence that the Company meets the relevant conditions of fiscal

support policies and expects to receive fiscal support funds the grants are measured at the receivable amount.Government grants measured at receivable amount must simultaneously meet the following conditions:

(1) The receivable grant amount has been confirmed by the competent government authority or can be reasonably

estimated based on officially released fiscal fund management regulations with no significant uncertainty

expected in the amount;

(2) The grants are based on fiscal support projects and corresponding fiscal fund management regulations

officially released by local finance departments in accordance with the "Government Information Disclosure

Regulations" and such regulations must be universally applicable (available to any enterprise meeting the

specified conditions) rather than specifically designed for particular enterprises;

(3) The relevant grant approval documents clearly specify the payment timeline and the payment is supported by

corresponding fiscal budgets thereby reasonably ensuring receipt within the stipulated period.Asset-related government grants are recognized as deferred income and systematically amortized into current

period profit or loss over the useful life of the relevant assets. Income-related government grants used to

compensate for future related costs expenses or losses are recognized as deferred income and amortized into

current period profit or loss when the related costs expenses or losses are recognized; those used to compensate

for already incurred related costs expenses or losses are directly recognized in current period profit or loss.Government grants containing both asset-related and income-related components are accounted for separately by

component; if the components cannot be reasonably distinguished the entire grant is classified as income-related.Government grants related to the Company's ordinary activities are recognized in other income or offset against

related costs and expenses based on the economic substance of the transaction; grants unrelated to ordinary

activities are recognized in non-operating income or expenses.When recognized government grants need to be returned any remaining deferred income balance is first offset

with any excess recognized in current period profit or loss; in other cases the return is directly recognized in

current period profit or loss.

30. Deferred Tax Assets/Deferred Tax Liabilities

Deferred tax assets or deferred tax liabilities are recognized based on the differences between the carrying

amounts and tax bases of assets and liabilities (including items not recognized as assets or liabilities but having

determinable tax bases under tax laws) calculated using the applicable tax rates expected to apply when the assets

are recovered or liabilities are settled.

148Changchai Company Limited Annual Report 2025

Deferred tax assets are recognized only to the extent that it is probable that taxable profit will be available against

which the deductible temporary differences can be utilized. At the balance sheet date if there is conclusive

evidence indicating sufficient taxable profit will likely be available in future periods to utilize deductible

temporary differences previously unrecognized deferred tax assets are recognized.At each balance sheet date the carrying amounts of deferred tax assets are reviewed. If it is no longer probable

that sufficient taxable profit will be available to realize the benefit of the deferred tax asset the carrying amount is

reduced. The reduction is reversed when it becomes probable that sufficient taxable profit will be available.The Company's current tax and deferred tax are recognized as income tax expense or income in profit or loss

except for income taxes arising from: business combinations; and transactions or events recognized directly in

equity.When the Company has a legally enforceable right to settle current tax assets and liabilities on a net basis and

intends either to settle on a net basis or to realize the asset and settle the liability simultaneously current tax assets

and current tax liabilities are presented net.

31. Leases

(1) The Company as a Lessee

The Company's leased assets are primarily buildings.At the commencement date of the lease term the Company recognizes right-of-use assets and lease liabilities for

leases other than short-term leases and leases of low-value assets and recognizes depreciation expenses and

interest expenses separately during the lease term.For short-term leases and leases of low-value assets the Company recognizes lease payments on a straight-line

basis as expenses in the respective periods of the lease term.* Right-of-use Assets

Right-of-use assets represent the lessee's right to use the leased asset during the lease term. At the commencement

date of the lease term right-of-use assets are initially measured at cost which includes:

The initial measurement amount of the lease liability;

Lease payments made at or before the commencement date less any lease incentives received;

Initial direct costs incurred by the lessee;

Estimated costs to be incurred by the lessee for dismantling and removing the leased asset restoring the site where

the asset is located or returning the asset to the condition required by the lease terms.The Company depreciates right-of-use assets using the straight-line method by category. For assets where

Ownership is reasonably certain to be obtained at the end of the lease term depreciation is calculated over the

remaining useful life of the leased asset. For assets where Ownership cannot be reasonably determined

depreciation is calculated over the shorter of the lease term or the remaining useful life of the leased asset.The Company determines whether right-of-use assets are impaired and accounts for them in accordance with the

relevant provisions of Accounting Standards for Business Enterprises No. 8—Impairment of Assets.* Lease Liabilities

Lease liabilities are initially measured at the present value of lease payments not yet paid at the commencement

date of the lease term. Lease payments include:

Fixed payments (including in-substance fixed payments) less any lease incentives;

Variable lease payments that depend on an index or rate;

149Changchai Company Limited Annual Report 2025

Amounts expected to be payable under residual value guarantees provided by the lessee;

The exercise price of purchase options if the lessee is reasonably certain to exercise the option;

Payments required to exercise termination options if the lease term reflects the lessee exercising the termination

option.The Company uses the interest rate implicit in the lease as the discount rate; if this cannot be reasonably

determined the Company's incremental borrowing rate is used. Interest expenses on lease liabilities are calculated

using a fixed periodic interest rate and recorded in financial expenses. The periodic interest rate is the discount

rate or revised discount rate used by the Company.Variable lease payments not included in the measurement of lease liabilities are recognized in profit or loss when

incurred.When the Company's assessment of renewal options termination options or purchase options changes the lease

liability is remeasured at the present value of the revised lease payments using the revised discount rate with

corresponding adjustments to the carrying amount of the right-of-use asset. When in-substance fixed payments

expected payments under residual value guarantees or variable lease payments dependent on an index or rate

change the lease liability is remeasured at the present value of the revised lease payments using the original

discount rate with corresponding adjustments to the carrying amount of the right-of-use asset.* Short-term Leases and Leases of Low-value Assets

For short-term leases (leases with a term of 12 months or less at commencement date) and leases of low-value

assets (value below RMB 2000) the Company applies a simplified approach by not recognizing right-of-use

assets or lease liabilities and instead recognizes lease payments on a straight-line basis or another systematic and

rational basis as expenses in the respective periods of the lease term.

(2) The Company as a Lessor

* Operating Leases

The Company recognizes lease receipts from operating leases as rental income on a straight-line basis over the

lease term. Variable lease payments not included in lease receipts are recognized in profit or loss when incurred.* Finance Leases

At the commencement date of the lease term the Company recognizes finance lease receivables and derecognizes

the leased assets. Finance lease receivables are initially measured at the net investment in the lease (the sum of the

unguaranteed residual value and the present value of lease receipts not yet received at the commencement date

discounted using the interest rate implicit in the lease) with interest income recognized during the lease term

using a fixed periodic interest rate. Variable lease payments not included in the measurement of the net investment

in the lease are recognized in profit or loss when incurred.

32. Methods for Determining Materiality Thresholds and Basis for Selection

√ Applicable □ Not applicable

Disclosure Matters Involving Materiality Materiality Threshold Determination Methods and Selection

Judgment Criteria Basis

Significant individually assessed receivables

Receivables with ending balance exceeding RMB 1000000

with specific bad debt provisions

Construction in progress projects either transferred to fixed

Material construction in progress

assets or with ending balance exceeding RMB 3000000

150Changchai Company Limited Annual Report 2025

Significant accounts payable aged over one Accounts payable with ending balance exceeding RMB

year or past due 1000000

Advance receipts with ending balance exceeding RMB

Material advance receipts aged over one year

1000000

Contract liabilities with ending balance exceeding RMB

Material contract liabilities aged over one year

1000000

Other payables with ending balance exceeding RMB

Material other payables aged over one year

1000000

Significant cash receipts related to investing Individual investing activities with cash inflows exceeding

activities RMB 3000000

Significant cash payments related to investing Individual investing activities with cash outflows exceeding

activities RMB 3000000

Subsidiaries whose total assets exceed 5% of consolidated

Material non-wholly owned subsidiaries

total assets

33. Other Significant Accounting Policies and Accounting Estimates

Debt Restructuring

(1) Timing of Recognizing Debt Restructuring Gains and Losses

The Company may derecognize the relevant receivables and payables and recognize gains and losses related to

debt restructuring only on the debt restructuring completion date when the derecognition conditions for financial

assets and financial liabilities are met. The debt restructuring completion date refers to the date when the board of

directors and shareholders' meeting resolutions have been approved the debt restructuring agreement has been

signed or the court ruling has been issued the relevant assets have been transferred to the creditor the debt has

been converted into capital or the modified debt terms have commenced execution.For debt restructuring through asset settlement the recognition point is when the relevant assets have been

delivered and the Ownership transfer procedures have been completed. For debt restructuring through conversion

of debt into equity the recognition point is when the industrial and commercial registration procedures or the

equity registration with the registration authority have been completed. For debt restructuring through

modification of debt terms the recognition point is when it is determined that the terms can be performed and

execution has commenced. Debt restructuring negotiations that commenced during the reporting period but were

completed after the balance sheet date are not treated as post-balance-sheet events.

(2) Accounting Treatment by the Creditor

When the Company acts as a creditor the difference between the fair value of the relinquished claim and its

carrying amount is recognized in profit or loss.

(3) Accounting Treatment by the Debtor

A. For debt restructuring through asset settlement the relevant assets and the settled debt are derecognized when

the derecognition conditions are met. The difference between the carrying amount of the settled debt and the

carrying amount of the transferred assets is recognized in profit or loss.B. For debt restructuring through conversion of debt into equity instruments the settled debt is derecognized when

the derecognition conditions are met. The difference between the carrying amount of the settled debt and the

151Changchai Company Limited Annual Report 2025

amount determined based on the fair value of the equity instruments is recognized in profit or loss.C. For debt restructuring through modification of other terms the restructured debt is re-recognized and

remeasured. The difference between the remeasured debt and the original debt is recognized in profit or loss.D. For debt restructuring through settlement with multiple assets or a combination of methods the equity

instruments and restructured debt are recognized and measured in accordance with the Accounting Standards for

Business Enterprises. The difference between the carrying amount of the settled debt and the sum of the carrying

amounts of the transferred assets and the recognized amounts of the equity instruments and restructured debt is

recognized in profit or loss.

34. Changes in Main Accounting Policies and Estimates

(1) Change of Accounting Policies

□ Applicable √ Not applicable

(2) Changes in Accounting Estimates

□ Applicable √ Not applicable

(3) Adjustments to Financial Statement Items at the Beginning of the Year of the First Implementation of the New

Accounting Standards Implemented since 2025

□ Applicable √ Not applicable

VI. Taxation

1. Main Taxes and Tax Rate

Category of taxes Tax rate

Output VAT is calculated on taxable revenue at rates of 13% 9% 6%

VAT and 5% with VAT payable being the balance after deducting input VAT

credits allowable in the current period.Urban maintenance and Payment is calculated and made in accordance with local tax regulations

construction tax applicable to each tax-paying unit.Enterprise income tax See the table below for details.Notes of the disclosure situation of the taxpaying bodies with different enterprise income tax rate

Name Income tax rate

Changchai Company Limited 15%

Changchai Wanzhou Diesel Engine Co. Ltd. 15%

Changzhou Changchai Benniu Diesel Engine Fittings

25%

Co. Ltd.Changzhou Horizon Investment Co. Ltd. 25%

Changzhou Changchai Horizon Agricultural

25%

Equipment Co. Ltd.Changzhou Fuji Changchai Robin Gasoline Engine 15%

152Changchai Company Limited Annual Report 2025

Co. Ltd.Jiangsu Changchai Machinery Co. Ltd. 25%

Changzhou Xingsheng Real Estate Management Co.

5%

Ltd.Zhenjiang Siyang Diesel Engine Manufacturing Co.

15%

Ltd.Changzhou Changniu Machinery Co. Ltd. 25%

2. Tax Preference

(1)On November 6 2024 the Company was re-certified as a High-Tech Enterprise and continues to enjoy a

preferential corporate income tax rate of 15% during the reporting period.

(2)The controlling subsidiary Changchai Wanzhou Diesel Engine Co. Ltd. qualifies for the Western Development

tax incentive under:

Notice on Tax Policies for the Implementation of Western Development Strategy (jointly issued by the Ministry of

Finance GAC and SAT) Announcement No. 23 [2020] of the Ministry of Finance (extending the Western

Development corporate income tax policy) from January 1 2011 to December 31 2030 it is subject to a reduced

tax rate of 15%.

(3)On November 6 2023 the wholly-owned subsidiary Changzhou Fuji Changchai Robin Gasoline Engine Co.

Ltd. was re-certified as a High-Tech Enterprise and applies a 15% preferential tax rate during the reporting period.

(4)The wholly-owned subsidiary Changzhou Xingsheng Real Estate Management Co. Ltd. qualifies as an eligible

small and low-profit enterprise and is taxed at 5% during the reporting period.

(5)On November 18 2025 the subsidiary Zhenjiang Siyang Diesel Engine Manufacturing Co. Ltd. obtained

High-Tech Enterprise certification and benefits from a 15% tax rate during the reporting period.VII.Notes to Major Items in the Consolidated Financial Statements of the Company

1. Monetary Assets

Unit: RMB

Item Ending balance Beginning balance

Cash on hand 164159.29 84482.59

Bank deposits 1267225051.01 933972475.61

Other monetary assets 70842582.34 129643534.39

Total 1338231792.64 1063700492.59

Including: Total amount of funds

deposited overseas

Total amount of funds with usage

restrictions due to mortgage 90163871.20 171018607.75

pledge freezing or other reasons

153Changchai Company Limited Annual Report 2025

Other Disclosures:

Restricted funds:

Bills guarantee deposits: RMB 69220383.90

Bid/tender bonds and performance bonds: RMB 880980.45

Time deposits and accrued interest (restricted): RMB 20062506.85

2. Trading Financial Assets

Unit: RMB

Item Ending balance Beginning balance

Financial assets at fair value

372184689.98303667459.65

through profit or loss

Of which:

Stocks 73740010.00 52598990.00

Financial products 298444679.98 251068469.65

Of which:

Total 372184689.98 303667459.65

3. Notes Receivable

(1) Notes Receivable Listed by Category

Unit: RMB

Item Ending balance Beginning balance

Bank acceptance bill 386557535.74 318814017.13

Total 386557535.74 318814017.13

(2) Disclosure by Withdrawal Methods for Bad Debts

Unit: RMB

Ending balance Beginning balance

Bad debt Bad debt

Carrying amount Carrying amount

provision provision

Category Carryi CarryWithdr ng Withdr ing

Amou Propor Amou awal value Amoun Proport Amoun awal value

nt tion nt propor t ion t proport

tion ion

Notes

receivable for 0.00 0.00% 0.00 0.00% 0.00 0.00 0.00% 0.00 0.00% 0.00

which bad

154Changchai Company Limited Annual Report 2025

debt

provision

separately

accrued

Of which:

Notes

receivable for

which bad 38655 38655 31881 3188

100.00100.00

debt 7535. 0.00 0.00% 7535. 4017.1 0.00 0.00% 1401

%%

provision 74 74 3 7.13

accrued by

group

Of which:

Bank 38655 38655 31881 3188

100.00100.00

acceptance 7535. 0.00 0.00% 7535. 4017.1 0.00 0.00% 1401

%%

bills 74 74 3 7.13

3865538655318813188

100.00

Total 7535. 0.00 0.00% 7535. 4017.1 —— 0.00 0.00% 1401

%

747437.13

Provision for Bad Debts by Portfolio: the provision for bad debts is calculated based on the bank acceptance bills

portfolio

Unit: RMB

Ending balance

Category

Carrying amount Bad debt provision Withdrawal proportion

Bank acceptance bill 386557535.74 0.00 0.00%

Total 386557535.74 0.00

If adopting the general mode of expected credit loss to withdraw bad debt provision of notes receivable:

□Applicable √ Not applicable

(3) Notes Receivable Pledged by the Company at the Period-end: None

(4) Notes Receivable which Had Endorsed by the Company or had Discounted but had not Due on the

Balance Sheet Date at the Period-end

Unit: RMB

Amount of recognition termination Amount of not terminated

Item

at the period-end recognition at the period-end

Bank acceptance bill 0.00 136251951.53

Total 0.00 136251951.53

155Changchai Company Limited Annual Report 2025

(5) Notes Transferred to Accounts Receivable Due to Non-performance by Issuers at Period-end

As of the period-end there were no notes transferred to accounts receivable due to non-performance by issuers.

4. Accounts Receivable

(1) Disclosure by Aging

Unit: RMB

Aging Ending carrying amount Beginning carrying amount

Within 1 year (including 1 year) 458742679.98 441388545.87

1 to 2 years 986101.34 6801120.23

2 to 3 years 1013726.45 936696.44

Over 3 years 134667210.39 140104147.16

3 to 4 years 895540.14 4100421.27

4 to 5 years 3687084.20 4863744.65

Over 5 years 130084586.05 131139981.24

Total 595409718.16 589230509.70

(2) Disclosure by Withdrawal Methods for Bad Debts

Unit: RMB

Ending balance Beginning balance

Bad debt Bad debt

Carrying amount Carrying amount

provision provision

Categ

ory Withd Carrying Withd Carrying

Propo rawal value Propo rawal value

Amount Amount Amount Amount

rtion propor rtion propor

tion tion

156Changchai Company Limited Annual Report 2025

Accou

nts

receiv

able

withdr

awal

of

2832934.76283293100.002685674.56268567100.00

Bad 0.00 0.00

10.07%10.07%88.69%88.69%

debt

provis

ion

separa

tely

accrue

d

Of

which

:

Accou

nts

receiv

able

withdr

awal 567080 95.24 115331 20.34 451748 562373 95.44 118119 21.00 444254

of bad 408.09 % 875.75 % 532.34 721.01 % 480.99 % 240.02

debt

provis

ion of

by

group

Of

which

:

157Changchai Company Limited Annual Report 2025

Accou

nts

receiv

able

for

which

bad

debt

56708095.2411533120.3445174856237395.4411811921.00444254

provis

408.09%875.75%532.34721.01%480.99%240.02

ion

accrue

d by

credit

risk

featur

es

group

595409143661451748589230144976444254

Total —— —— —— ——

718.16185.82532.34509.70269.68240.02

Individually Assessed Bad Debt Provisions: RMB28329310.07 including significant impairment items of

RMB26122839.39. The details are presented below:

Unit: RMB

Beginning balance Ending balance

Withdraw

Name ReasonCarrying Bad debt Carrying Bad debt al

for

amount provision amount provision proportio

withdraw

n

Difficult

Customer 1 5972101.90 5972101.90 5972101.90 5972101.90 100.00%

to recover

Difficult

Customer 2 4592679.05 4592679.05 4592679.05 4592679.05 100.00%

to recover

Difficult

Customer 3 0.00 0.00 3543464.15 3543464.15 100.00%

to recover

Difficult

Customer 4 2584805.83 2584805.83 2584805.83 2584805.83 100.00%

to recover

Difficult

Customer 5 2797123.26 2797123.26 2254860.60 2254860.60 100.00%

to recover

Difficult

Customer 6 2025880.18 2025880.18 2025880.18 2025880.18 100.00%

to recover

Difficult

Customer 7 1902326.58 1902326.58 1902326.58 1902326.58 100.00%

to recover

158Changchai Company Limited Annual Report 2025

Difficult

Customer 8 1759397.30 1759397.30 1682721.03 1682721.03 100.00%

to recover

Difficult

Customer 9 1564000.07 1564000.07 1564000.07 1564000.07 100.00%

to recover

Total 23198314.17 23198314.17 26122839.39 26122839.39 -- --

Withdrawal of bad debt provision by group: Provision for bad debts by credit risk characteristic group

Unit: RMB

Ending balance

Name

Carrying amount Bad debt provision Withdrawal proportion

Within 1 year 458540131.91 9170802.64 2.00%

1 to 2 years 986101.34 49305.06 5.00%

2 to 3 years 1013726.45 152058.97 15.00%

3 to 4 years 372577.04 111773.11 30.00%

4 to 5 years 799838.44 479903.06 60.00%

Over 5 years 105368032.91 105368032.91 100.00%

Total 567080408.09 115331875.75 --

If the provision for bad debts of accounts receivable is calculated and withdrawn according to the general model

of expected credit losses:

□ Applicable √ Not applicable

(3) Bad Debt Provision Withdrawal Reversed or Recovered in the Current Period

Withdrawal of bad debt provision:

Unit: RMB

Changes in the current period

Beginning

Category Ending balance

balance Reversed orWithdrawal Verification Others

recovered

Bad debt

provision

26856788.693495894.68553262.661470110.6428329310.07

separately

accrued

Withdrawal

of bad debt

118119480.99-2787605.24115331875.75

provision by

group

Total 144976269.68 708289.44 553262.66 1470110.64 143661185.82

159Changchai Company Limited Annual Report 2025

(4) Accounts Receivable Written-off in Current Period

Unit: RMB

Item Written-off amount

Accounts receivable with actual verification 1470110.64

Of which the verification of significant accounts receivable:

Unit: RMB

Arising from

Nature of the Verification

Verified Reason for related-party

Name of the entity accounts procedures

amount verification transactions or

receivable performed

not

The part that

Accounts cannot be

Internal

Customer 1 receivable for 1470110.64 recovered in No

approval

goods bankruptcy

liquidation

Total 1470110.64

(5)Top 5 of the Ending Balance of the Accounts Receivable and the Contract Assets Collected according to

Arrears Party

Unit: RMB

Ending balance

Proportion to of bad debt

Ending balance total ending provision of

Ending balance Ending balance

Name of the of accounts balance of accounts

of accounts of contract

entity receivable and accounts receivable and

receivable assets

contract assets receivable and impairment

contract assets provision for

contract assets

Customer 1 268525021.53 0.00 268525021.53 45.10% 5370500.43

Customer 2 32598371.99 0.00 32598371.99 5.47% 651967.44

Customer 3 24345164.30 0.00 24345164.30 4.09% 486903.29

Customer 4 18747411.60 0.00 18747411.60 3.15% 374948.23

Customer 5 16814723.38 0.00 16814723.38 2.82% 336294.47

Total 361030692.80 0.00 361030692.80 60.63% 7220613.86

5. Accounts Receivable Financing

(1)Accounts Receivable Financing Listed by Category

160Changchai Company Limited Annual Report 2025

Unit: RMB

Item Ending balance Beginning balance

Bank acceptance bills 165125708.93 223261002.76

Total 165125708.93 223261002.76

(2) Notes Receivable Pledged by the Company at the Period-end: None

(3) Accounts receivable financing which had been endorsed by the Company or had discounted but had not due at

the period-end

Unit: RMB

Amount of recognition termination Amount of not terminated

Category

at the period-end recognition at the period-end

Bank acceptance bill 579965650.49

Total 579965650.49

(4)Changes in Receivables Financing and Fair Value Fluctuations During the Reporting Period

Unit: RMB

Beginning balance Changes in the current period Ending balance

Item FairFair Value Fair Value

Cost Cost Cost Value

Changes Changes

Changes

Notes

223261002.76-58135293.83165125708.93

Receivable

6. Other Receivables

Unit: RMB

Item Ending balance Beginning balance

Dividend receivable 0.00 7165080.00

Other receivables 5495898.75 2682361.82

Total 5495898.75 9847441.82

(1) Dividend receivable

1) Classification of dividends receivable

Unit: RMB

Projects (or Investee Entities) Ending balance Beginning balance

Jiangsu Bank 2024 Interim

0.007165080.00

Dividend Announcement

Total 0.00 7165080.00

(2) Other Receivables

1)Other Receivables Classified by Accounts Nature

Unit: RMB

161Changchai Company Limited Annual Report 2025

Nature Ending carrying value Beginning carrying value

Margin and cash pledge 1300.00 1300.00

Intercompany funds 23131823.56 23292830.56

Accounts receivable for

3348087.00

compensation

Petty cash and borrowings by

797076.58865253.08

employees

Other 13929431.10 14177743.14

Total 41207718.24 38337126.78

2) Disclosure by Aging

Unit: RMB

Aging Ending carrying amount Beginning carrying amount

Within 1 year (including 1 year) 5218085.95 2514999.73

1 to 2 years 173751.06 103639.66

2 to 3 years 104059.03 354590.84

Over 3 years 35711822.20 35363896.55

3 to 4 years 176485.76 281647.36

4 to 5 years 12802.00 30300.00

Over 5 years 35522534.44 35051949.19

Total 41207718.24 38337126.78

3) Disclosure by Withdrawal Methods for Bad Debts

√Applicable □Not applicable

Provision for bad debts based on general model of expected credit losses

Unit: RMB

First stage Second stage Third stage

Expected loss in Expected loss in

Bad debt provision Expected credit the duration (credit the duration Total

loss of the next

impairment not (credit impairment

12 months

occurred) occurred)

Balance of 1 January

50296.5944388.9835560079.3935654764.96

2025

Balance of 1 January

2025 in the Current

Period

--Transfer to Second

-3475.023475.02

stage

-- Transfer to Third stage -18000.00 18000.00

162Changchai Company Limited Annual Report 2025

-- Reverse to Second

stage

-- Reverse to First stage

Withdrawal of the

57540.1555059.3311000.00123599.48

Current Period

Reversal of the Current

13905.0213905.02

Period

Write-offs of the Current

Period

Verification of the

52639.9352639.93

Current Period

Other changes

Balance of 31 December

104361.7284923.3335522534.4435711819.49

2025

The basis for the division of each stage and the withdrawal proportion of bad debt provision: None

Changes of carrying amount with significant amount changed of loss provision in the current period

□ Applicable √ Not applicable

4) Bad Debt Provision Withdrawn Reversed or Recovered in the Current Period

Withdrawal of bad debt provision:

Unit: RMB

Changes in the current period

Beginning Ending

Category

balance Reversed or Charged-off/Withdrawal Others balance

recovered Written-off

Bad debt

provision

5615869.5513905.025601964.53

separately

accrued

Withdrawal

of bad debt

30038895.41123599.4852639.9330109854.96

provision by

group

Total 35654764.96 123599.48 13905.02 52639.93 35711819.49

5)Write-off of Other Receivables During the Reporting Period

Unit: RMB

Item Write-off Amount

Write-off of Other Receivables 52639.93

6)Top 5 of the Ending Balance of Other Receivables Collected according to the Arrears Party

Unit: RMB

163Changchai Company Limited Annual Report 2025

Proportion to

total ending Ending

Ending

Name of the entity Nature Aging balance of balance of bad

balance

other debt provision

receivables %

Housing Expropriation

and Compensation Accounts

Service Center Sanjing receivable for 3348087.00 Within 1 year 8.12% 66961.74

Street Xinbei District compensation

Changzhou

Changzhou Compressor Intercourse Over 5 years

2940000.007.13%2940000.00

Factory funds

Changchai Group Imp. Intercourse Over 5 years

2853188.026.92%2853188.02

& Exp. Co. Ltd. funds

Changzhou New Intercourse Over 5 years

District Accounting funds 1626483.25 3.95% 1626483.25

Center

Changchai Group Intercourse Over 5 years

1128676.162.74%1128676.16

Settlement Center funds

Total 11896434.43 28.87% 8615309.17

7. Prepayments

(1) Prepayment Listed by Aging Analysis

Unit: RMB

Ending balance Beginning balance

Aging

Amount Proportion Amount Proportion

Within 1 year 21279375.93 95.05% 11874660.61 93.32%

1 to 2 years 1063808.41 4.75% 355228.45 2.79%

2 to 3 years 39067.77 0.17% 489219.64 3.84%

Over 3 years 6850.00 0.03% 6850.00 0.05%

Total 22389102.11 -- 12725958.70 --

(2)Top 5 Prepayment in Ending Balance Collected according to the Prepayment Target

Unit: RMB

Proportion of Total Prepayment

Name of the entity Ending balance

Balance at Period-End (%)

164Changchai Company Limited Annual Report 2025

Supplier 1 13543309.70 60.49%

Supplier 2 3305039.00 14.76%

Supplier 3 745914.20 3.33%

Supplier 4 686364.94 3.07%

Supplier 5 672454.04 3.00%

Total 18953081.88 84.65%

8. Inventories

Whether the Company needs to comply with the disclosure requirements for the real estate industry

No

(1)Category of Inventory

Unit: RMB

Ending balance Beginning balance

Depreciation Depreciation

reserves of reserves of

inventories inventories

Item or orCarrying Carrying Carrying Carrying

impairment impairment

amount value amount value

provision for provision for

contract contract

performance performance

costs costs

Raw 217633853. 14119489.7 203514363. 210549278. 201282988.

9266290.45

materials 60 2 88 77 32

Materials

15152812.715152812.713598683.113598683.1

processed on 0.00 0.00

0033

commission

Goods in 73699810.2 70294566.6 79357978.3 75229833.6

3405243.634128144.66

process 7 4 4 8

Finished 499741040. 33057275.5 466683764. 559878239. 32330091.1 527548148.goods 42 9 83 54 6 38

Low priced

and easily 1437928.10 0.00 1437928.10 1542344.91 0.00 1542344.91

worn articles

807665445.50582008.9757083436.864926524.45724526.2819201998.

Total

0941569742

(2)Falling Price Reserves of Inventory and Impairment Reserves for Contract Performance Costs

165Changchai Company Limited Annual Report 2025

Unit: RMB

Increase Decrease

Beginning

Item Transferred-ba

balance Other

Ending balance

Withdrawal Others ck or

s

charged-off

Raw materials 9266290.45 9636664.94 4783465.67 14119489.72

Goods in

4128144.66696703.601419604.633405243.63

process

Finished goods 32330091.16 13696256.86 12969072.43 33057275.59

Total 45724526.27 24029625.40 19172142.73 50582008.94

9. Other Current Assets

Unit: RMB

Item Ending balance Beginning balance

The VAT tax credits 16444311.47 51823671.46

Prepaid corporate income tax 2492261.30 2705816.46

Prepaid expense 84155.21 75533.75

Total 19020727.98 54605021.67

10. Other Equity Instrument Investment

Unit: RMB

Reason

for

Accumula assigning

Gains Accumulat

Losses tive losses to

recorded ive gains

recorded recorded Dividend measure

in other recorded

in other in other income in fair

comprehe in other

Ending Beginning comprehe comprehe recogniz value of

Item nsive comprehe

balance balance nsive nsive ed in which

income in nsive

income in income in current changes

the income in

the current the year included

current the current

period current other

period period

period comprehe

nsive

income

Non-tra 9813612 9411200 7281700 -325757 7967912 501696 Non-tradi

ding 95.81 58.72 0.00 62.91 95.81 0.00 ng equity

equity investmen

166Changchai Company Limited Annual Report 2025

investm t

ent

981361294112007281700-3257577967912501696

Total

95.8158.720.0062.9195.810.00

Non-trading equity instrument investment disclosed by category

Unit: RMB

Reason for

assigning to

measure by

fair Reason for

Amount of

valueReason other

other

Dividend for assigning comprehensiv

Accumulated Accumulate comprehensiv

Item income to measure by e income

gains d losses e transferred

recognized fair value transferred to

to retained

with changes retained

earnings

included in earnings

other

comprehensiv

e income

Changzhou

Synergetic

Innovation

Private Non-trading

Equity 216061295.81 equity

Fund investment

(Limited

Partnership

)

Beijing

Non-trading

Foton

380156000.00 equity

Motor Co.investment

Ltd

Bank of Non-trading

5016960.0

Jiangsu 200574000.00 equity

0

Co. Ltd. investment

11. Long-term Equity Investment

Unit: RMB

Begin Beginn Increase/decreaseInvest Endi Ending

ees ning ing Additi Reduc Gain Adjustm Cha Cash Withdr Ot ng balanc

balan balanc onal ed or ent of nges bonus awal her balan e of

167Changchai Company Limited Annual Report 2025

ce e of invest invest loss other in or of ce depreci

(carry depreci ment ment recog compreh othe profit depreci (carr ation

ing ation nized ensive r annou ation ying reserve

value reserve under income equit nced reserve value s

) s the y to s )

equity issue

metho

d

I. Joint venture

Subtot

0.000.000.000.00

al

II. Associated enterprises

II.Assoc

4418244182

iated 0.00 0.00.50.50

enterp

rises

Subtot 44182 44182

0.000.00

al .50 .50

4418244182

Total 0.00 0.00.50.50

The recoverable amount is determined based on the net amount of the fair value minus disposal costs

□ Applicable √ Not applicable

The recoverable amount is determined by the present value of the forecasted future cash flow.□ Applicable √ Not applicable

The reason for the discrepancy between the foregoing information and the information used in the impairment

tests in prior years or external information: Not applicable

The reason for the discrepancy between the information used in the Company's impairment tests in prior years and

the actual situation of those years: Not applicable

12. Other Non-current Financial Assets

Unit: RMB

Item Ending balance Beginning balance

Financial Assets at Fair Value Through Profit or

337118757.03377869217.49

Loss (Including: Equity Instrument Investments)

Total 337118757.03 377869217.49

168Changchai Company Limited Annual Report 2025

13. Investment Property

(1)Investment Property Adopting the Cost Measurement Mode

√ Applicable □ Not applicable

Unit: RMB

Item Houses and buildings Total

I. Original carrying value 93077479.52 93077479.52

1. Beginning balance

2. Increased amount of the period

(1) Outsourcing

(2) Transfer from inventories/fixed

assets/construction in progress

(3) Enterprise combination increase

3. Decreased amount of the period 5444908.38 5444908.38

(1) Disposal 5444908.38 5444908.38

(2) Other transfer

4. Ending balance 87632571.14 87632571.14

II. Accumulative depreciation and

accumulative amortization

1. Beginning balance 55336634.97 55336634.97

2. Increased amount of the period 2096713.56 2096713.56

(1) Withdrawal or amortization 2096713.56 2096713.56

3. Decreased amount of the period 5444908.38 5444908.38

(1) Disposal 5444908.38 5444908.38

(2) Other transfer

4. Ending balance 51988440.15 51988440.15

III. Depreciation reserves

1. Beginning balance

2. Increased amount of the period

(1) Withdrawal

3. Decreased amount of the period

(1) Disposal

(2) Other transfer

4. Ending balance

IV. Carrying value

169Changchai Company Limited Annual Report 2025

1. Ending carrying value 35644130.99 35644130.99

2. Beginning carrying value 37740844.55 37740844.55

The recoverable amount is determined based on the net amount of the fair value minus disposal costs

□ Applicable √ Not applicable

The recoverable amount is determined by the present value of the forecasted future cash flow.□ Applicable √ Not applicable

The reason for the discrepancy between the foregoing information and the information used in the impairment

tests in prior years or external information: Not applicable

The reason for the discrepancy between the information used in the Company's impairment tests in prior years and

the actual situation of those years: Not applicable

14. Fixed Assets

Unit: RMB

Item Ending balance Beginning balance

Fixed assets 550316120.80 615414505.40

Disposal of fixed assets

Total 550316120.80 615414505.40

(1)List of Fixed Assets

Unit: RMB

Houses and Machinery Transportation Other

Item Total

buildings equipment equipment equipment

I. Original

carrying value

1. Beginning

642502995.831119970538.2216042052.1062228077.381840743663.53

balance

2. Increased

amount of the 507996.24 8902995.47 485482.00 2270938.60 12167412.31

period

(1) Purchase 224592.52 1732258.11 48672.57 707605.90 2713129.10

(2) Transfer

from

283403.727170737.36436809.431563332.709454283.21

construction in

progress

(3) Enterprise

combination

increase

170Changchai Company Limited Annual Report 2025

3. Decreased

amount of the 7087285.73 75133766.83 1677803.90 685596.68 84584453.14

period

(1) Disposal or

5033483.8664982477.211677803.90239470.4571933235.42

scrap

(2) Transfer

from

5196.285196.28

construction in

progress

(3) Others

2048605.5910151289.62446126.2312646021.44

(Note 1)

4. Ending

635923706.341053739766.8614849730.2063813419.301768326622.70

balance

II. Accumulated

Depreciation

1. Beginning

307135363.74863454931.2310774847.0243666795.441225031937.43

balance

2. Increased

amount of the 19538916.60 49455305.05 1286140.12 5583245.68 75863607.45

period

(1) Withdraw 19538916.60 49455305.05 1286140.12 5583245.68 75863607.45

3. Decreased

amount of the 6391678.99 74206267.61 1625532.10 676954.28 82900432.98

period

(1) Disposal or

5011434.2664119241.111625532.10231261.9070987469.37

scrap

(2) Others

1380244.7310087026.50445692.3811912963.61

(Note 1)

4. Ending

320282601.35838703968.6710435455.0448573086.841217995111.90

balance

III. Impairment

Provision

1. Beginning

297220.70297220.70

balance

2. Increased

amount of the

period

(1) Withdraw

171Changchai Company Limited Annual Report 2025

3. Decreased

amount of the 281830.70 281830.70

period

(1) Disposal or

281830.70281830.70

scrap

4. Ending

15390.0015390.00

balance

IV. Carrying

value

1. Ending

315641104.99215020408.194414275.1615240332.46550316120.80

carrying value

2. Beginning

335367632.09256218386.295267205.0818561281.94615414505.40

carrying value

Note 1: The "Other Disposals" of fixed assets relate to buildings and equipment demolished for the urban

redevelopment project at the Changchai Co. Ltd. Sanjing Branch site (see Note VII. 19 for details).

(2)List of Temporarily Idle Fixed Assets

Unit: RMB

Original Accumulative Depreciation

Item Carrying value Note

carrying value depreciation reserves

Houses and

58513102.1453746610.074766492.07

buildings

Transportation Note 2

42837700.4441710240.561127459.88

equipment

Other equipment 1059544.05 1052562.88 6981.17

Machinery

22800.007410.0015390.000.00

equipment

Note 2: Due to public interest requirements for urban redevelopment the Xinbei District People's Government of

Changzhou has decided to implement the expropriation of buildings within the Phase I scope of the Sanjing

Subdistrict Foundry Plant and surrounding area urban renewal project. The expropriation area covers the

Company's former foundry production base where portions of the fixed assets were in an idle state.

15. Construction in Progress

Unit: RMB

Item Ending balance Beginning balance

Construction in progress 2801650.98 3376866.69

Engineering materials

Total 2801650.98 3376866.69

172Changchai Company Limited Annual Report 2025

(1)List of Construction in Progress

Unit: RMB

Ending balance Beginning balance

Item Provision ProvisionCarrying Carrying Carrying Carrying

for for

amount value amount value

impairment impairment

Technology

Center

Innovation

597345.00597345.00898041.60898041.60

Capability

Construction

Project

Equipment

Installation

1449260.111449260.112478825.092478825.09

Pending

Project

Minor works 755045.87 755045.87

Total 2801650.98 2801650.98 3376866.69 3376866.69

(2)Significant Changes in Construction-in-Progress Projects During the Current Period

Unit: RMB

Transfers to

Beginning Transfers to Ending Sources of

Item New additions intangible

balance fixed assets balance Funds

assets

Equipme

nt Equity

2478825.099477700.778881870.391625395.361449260.11

Installatio Funds

n Works

Total 2478825.09 9477700.77 8881870.39 1625395.36 1449260.11 --

(3)Impairment Test of Construction in Progress

□Applicable?Not applicable

16. Intangible Assets

(1)List of Intangible Assets

Unit: RMB

Trademark use

Item Land use right Software License fee Total

right

173Changchai Company Limited Annual Report 2025

I. Original carrying

value

1. Beginning balance 205187775.71 21573652.88 5538000.00 1650973.47 233950402.06

2. Increased amount of

1678492.701678492.70

the period

(1) Purchase 53097.34 53097.34

(2) Internal R&D

(3) Business

combination increase

(4) Transfer from

construction in 1625395.36 1625395.36

progress

3. Decreased amount

7879391.757879391.75

of the period

(1) Disposal

(2) Reduction in

demolition and 7879391.75 7879391.75

relocation

4. Ending balance 197308383.96 23252145.58 5538000.00 1650973.47 227749503.01

II. Accumulated

amortization

1. Beginning balance 67655245.52 18451335.78 4348933.06 689101.84 91144616.20

2. Increased amount of

4159498.863108274.63548799.96165661.327982234.77

the period

(1) Withdrawal 4159498.86 3108274.63 548799.96 165661.32 7982234.77

3. Decreased amount of

5128700.575128700.57

the period

(1) Disposal

(2) Reduction in

demolition and 5128700.57 5128700.57

relocation

4. Ending balance 66686043.81 21559610.41 4897733.02 854763.16 93998150.40

III. Depreciation

reserves

1. Beginning balance

2. Increased amount of

the period

(1) Withdrawal

174Changchai Company Limited Annual Report 2025

3. Decreased amount of

the period

(1) Disposal

4. Ending balance

IV. Carrying value

1. Ending carrying

130622340.151692535.17640266.98796210.31133751352.61

value

2. Beginning carrying

137532530.193122317.101189066.94961871.63142805785.86

value

17. Long-term Prepaid Expenses

Unit: RMB

Beginning Amortized Ending

Item Increase Decrease

balance amount balance

Trademark renewal

276383.95303890.3352551.88527722.40

fee

External power line

2388173.11318423.122069749.99

access project

Total 2664557.06 303890.33 370975.00 2597472.39

18. Deferred Income Tax Assets/Deferred Income Tax Liabilities

(1) Deferred Income Tax Assets that Had not Been Offset

Unit: RMB

Ending balance Beginning balance

Item Deductible DeductibleDeferred income Deferred income

temporary temporary

tax assets tax assets

difference difference

Bad debt provision 11785788.50 1762815.70 12526884.12 1949082.99

Provisions 65000.00 9750.00 61700.00 9255.00

Prepaid tax on

advance receipts 30000000.00 4500000.00 30000000.00 4500000.00

from demolition

Unrealized internal

6609172.381077482.17

transaction losses

Total 48459960.88 7350047.87 42588584.12 6458337.99

175Changchai Company Limited Annual Report 2025

(1) Deferred Income Tax Liabilities Had Not Been Off-set

Unit: RMB

Ending balance Beginning balance

Item Taxable temporary Deferred income Taxable temporary Deferred income

difference tax liabilities difference tax liabilities

Assets evaluation

appreciation for

business

5112778.94766916.835308792.40796318.85

combination not

under the same

control

Changes in fair

1029621110.21158682604.301008689955.98153653533.48

value

Total 1034733889.15 159449521.13 1013998748.38 154449852.33

(3) List of Unrecognized Deferred Income Tax Assets

Unit: RMB

Item Ending balance Beginning balance

Deductible temporary differences 218964615.72 214123380.22

Deductible tax losses 73431275.08 94504005.70

Total 292395890.80 308627385.92

(5) Deductible Losses of Unrecognized Deferred Income Tax Assets will be Due in the Following Years

Unit: RMB

Years Ending balance Beginning balance

20294463227.36

20301489106.181489106.18

20311284090.551470853.20

203211818605.7527506664.76

203350340092.0150340092.01

20348454322.699234062.19

203545057.90

Total 73431275.08 94504005.70

176Changchai Company Limited Annual Report 2025

19. Other Non-current Assets

Unit: RMB

Ending balance Beginning balance

Item Provision ProvisionCarrying Carrying Carrying Carrying

for for

amount value amount value

impairment impairment

Prepayments for

the acquisition of 1941866.73 1941866.73 1448809.45 1448809.45

long-term assets

Assets held for

3657345.683657345.682924287.852924287.85

disposal

Investment in

Changzhou

Changtou Xinhui

No.1 Equity 3903834.51 3903834.51

Investment Fund

(Limited

Partnership)

Total 9503046.92 9503046.92 4373097.30 4373097.30

Other Notes:

1.The assets held for disposal relate to buildings and equipment demolished under the old town redevelopment

project at Changchai Co. Ltd.'s Changzhou Sanjing Branch (see Note XVII.2). The company has currently

received the first compensation payment of RMB 30000000.00 which is expected to cover the associated

demolition losses. Since the related expropriation process is anticipated to take more than one year to complete

the company has reclassified the carrying value of the demolished fixed assets to other non-current assets.

2.The investment in Changzhou Changtou Xinhui No.1 Equity Investment Fund (Limited Partnership) was jointly

initiated by the company's subsidiary Changzhou Horizon Investment Co. Ltd. along with Changzhou

Investment Group Co. Ltd. and Changzhou Xinhui Private Equity Fund Management Co. Ltd. Due to significant

influence on the fund the equity method was adopted for accounting. As of December 31 2025 Changzhou

Changtou Xinhui No.1 Equity Investment Fund (Limited Partnership) had not yet made any external investments.

20. Assets with Restricted Ownership or Right of Use

Unit: RMB

Ending balance Beginning balance

Type

Item Type ofCarrying Carrying Status of Carrying Carrying of Status of

restricti

amount value restriction amount value restrict restriction

on

ion

Moneta 9016387 9016387 Occupie Bank 1710186 1710186 Occup Bank

177Changchai Company Limited Annual Report 2025

ry 1.20 1.20 d as acceptance 07.75 07.75 ied as acceptance

assets cash bill guarantee cash bill guarantee

deposit depositsLette deposi depositsLette

r of guarantee t r of guarantee

depositsPerfo depositsPerfo

rmance bond rmance bond

depositsTerm depositsTerm

deposits and deposits and

accrued accrued

interest interest

Discounted

Notes Payment Payme

by the

receiva obligati nt

Company at Discounted

ble -- ons for obligat

the bills not yet

outstan 7709960 7709960 undisco 7087820 7087820 ion for

period-end matured at the

ding 0.00 0.00 unted 0.00 0.00 undue

and not due balance sheet

discou but discou

on the date

nted discount nted

balance sheet

notes ed bills bills

date

Payme

Notes Payment Endorsed by

nt

receiva obligati the Company

obligat Endorsed bills

ble -- ons for at the

ion of not yet

outstan 5915235 5915235 undisco period-end 1638581 1638581

transfe matured at the

ding 1.53 1.53 unted and not due 35.20 35.20

rred balance sheet

transfer but on the

bill not date

red transferr balance sheet

yet

notes ed bills date

due

2264158226415840575494057549

Total

22.7322.7342.9542.95

21. Short-term Borrowings

(1)Category of Short-term Borrowings

Unit: RMB

Item Ending balance Beginning balance

Bank acceptance bills with

88926344.0994471787.41

financing nature

Total 88926344.09 94471787.41

178Changchai Company Limited Annual Report 2025

22. Notes Payable

Unit: RMB

Item Ending balance Beginning balance

Bank acceptance bill 562313345.98 491643629.88

Total 562313345.98 491643629.88

23. Accounts Payable

(1)List of Accounts Payable

Unit: RMB

Item Ending balance Beginning balance

Payment for goods 793473800.05 690733575.75

Total 793473800.05 690733575.75

(2)Significant Accounts Payable Aging over One Year or Overdue

Unit: RMB

Item Ending balance Unpaid/ Uncarry-over reason

Payables for goods and services 64104304.10 Not yet settled

Total 64104304.10

(3)Any overdue payment to small and medium-sized enterprises that has not been made

Is it a large enterprise

√Yes □No

Is there any overdue payment to small and medium-sized enterprises that has not been made

□Yes √No

24. Other Payables

Unit: RMB

Item Ending balance Beginning balance

Dividends payable 3891433.83 3891433.83

Other payables 130728339.00 113845527.69

Total 134619772.83 117736961.52

179Changchai Company Limited Annual Report 2025

(1)Dividends Payable

Unit: RMB

Item Ending balance Beginning balance

Ordinary share dividends 3243179.97 3243179.97

Dividends for non-controlling

648253.86648253.86

shareholders

Total 3891433.83 3891433.83

The reason for non-payment for over one year: Not received by shareholders yet.

(2) Other Payables

1) Other Payables Listed by Nature of Account

Unit: RMB

Item Ending balance Beginning balance

Margin & cash pledged 2623449.83 2595993.50

Intercompany balances 10899458.04 14989385.23

Personal advances and receivables 576193.19 647001.19

Sales discounts and product

96890648.0578652203.86

warranties

Other 19738589.89 16960943.91

Total 130728339.00 113845527.69

2) Significant Other Payables Aging over One Year

The significant other payables with aging over one year at period-end mainly consist of unsettled temporary

receipts and outstanding payables.

25. Advances from customers

(1)List of Advances from customers

Unit: RMB

Item Ending balance Beginning balance

Advance rental receipts 112510.00 183376.84

Advance receipts for land

30000000.0030000000.00

compensation

Total 30112510.00 30183376.84

180Changchai Company Limited Annual Report 2025

26. Contract liabilities

Unit: RMB

Item Ending balance Beginning balance

Contract liabilities 40040496.36 31640879.59

Total 40040496.36 31640879.59

27. Employee benefits payable

(1) List of employee benefits payable

Unit: RMB

Item Beginning balance Increase Decrease Ending balance

I. Short-term salary 48792254.98 308187961.05 300206733.64 56773482.39

II.Post-employment

35060082.7535060082.75

benefit-defined

contribution plans

III. Termination

21732.0021732.00

benefits

IV. Current portion

of other benefits

Total 48792254.98 343269775.80 335288548.39 56773482.39

(2) List of Short-term Salary

Unit: RMB

Beginning

Item Increase Decrease Ending balance

balance

1. Salary bonus

40690742.07257783051.14249166936.5349306856.68

allowance subsidy

2.Employee welfare 1592.74 7048087.85 7048087.85 1592.74

3. Social insurance 19960890.46 19960890.46

Of which: Medical

16166118.9816166118.98

insurance premiums

Work-related injury

2215008.372215008.37

insurance

Maternity insurance 1579763.11 1579763.11

4. Housing fund 18890269.00 18890269.00

181Changchai Company Limited Annual Report 2025

5.Labor union budget

and employee education 8099920.17 4505662.60 5140549.80 7465032.97

budget

6. Short-term absence

with salary

7. Short-term profit

sharing scheme

Total 48792254.98 308187961.05 300206733.64 56773482.39

(3) List of Defined Contribution Plans

Unit: RMB

Beginning

Item Increase Decrease Ending balance

balance

1. Basic pension

34053962.7134053962.71

benefits

2. Unemployment

1006120.041006120.04

insurance

3. Enterprise annuities

Total 35060082.75 35060082.75

28. Taxes Payable

Unit: RMB

Item Ending balance Beginning balance

VAT 1069751.94 239602.32

Corporate income tax 916971.53 611800.65

Personal income tax 76698.17 210290.78

Urban maintenance and

77057.1019983.59

construction tax

Property tax 1699964.72 1715080.20

Land use tax 943261.64 943261.64

Stamp duty 447535.62 437390.87

Education Surcharge 55007.72 14240.95

Environmental protection tax 19278.44 22673.70

Total 5305526.88 4214324.70

182Changchai Company Limited Annual Report 2025

29. Other Current Liabilities

Unit: RMB

Item Ending balance Beginning balance

Sale service fee 180123.89 485055.17

Transportation storage fee 353692.31

Electric charge 5274196.04 2530866.25

Tax to be transferred 4422202.18 3818328.30

Estimated share value added tax 1661977.36 745360.75

Obligation to pay bills transferred

59152351.53163858135.20

before maturity

Other withholding expenses 1981905.98 3273239.95

Total 72672756.98 175064677.93

30. Provisions

Unit: RMB

Item Ending balance Beginning balance Reason for formation

Estimated after-sales

Product warranty 83448865.86 73002860.52

expenses

Total 83448865.86 73002860.52

31. Deferred Income

Unit: RMB

Beginning Reason for

Item Increase Decrease Ending balance

balance formation

Government Government

29386167.023409729.4625976437.56

grants appropriation

Total 29386167.02 3409729.46 25976437.56 --

Note:

Liability items involving government grants

Unit: RMB

Amount

recorded into

Related to

Beginning Amount of other income Other

Item Ending balance assets/related

balance new subsidy in the changes

income

reporting

period

183Changchai Company Limited Annual Report 2025

National major project

special allocations-

Flexible processing Related to

8482569.001519266.006963303.00

production line for assets

cylinders of diesel

engines

Related to

Remove compensation 16515843.12 665973.62 15849869.50

assets

Research and

development and

industrialization

allocations of national Related to

4387754.901224489.843163265.06

III/IV standard assets

high-powered efficient

diesel engine for

agricultural use

Total 29386167.02 3409729.46 25976437.56 ——

32. Share Capital

Unit: RMB

Increase/decrease (+/-)

Beginning Bonus Ending

balance New shares Bonus issue from Other Subtotal balance

issued shares

profit

The sum of 70569250 70569250

shares 7.00 7.00

33. Capital Reserves

Unit: RMB

Item Beginning balance Increase Decrease Ending balance

Capital premium

620338243.21560758.06620899001.27

(premium on stock)

Other capital reserves 20171432.63 20171432.63

Total 640509675.84 560758.06 641070433.90

Other notes including changes in the current period and explanations for the reasons for such changes: The

company acquired a minority shareholder's equity in its subsidiary Zhenjiang Siyang Diesel Engine

Manufacturing Co. Ltd. during the current period. The difference between the newly acquired long-term equity

investment cost and the share of identifiable net assets that the company is entitled to calculated based on the

newly increased shareholding ratio and continuously calculated from the date of merger is recorded in capital

184Changchai Company Limited Annual Report 2025

reserves.

34. Other Comprehensive Income

Unit: RMB

Reporting Period

Less:

Less:

Recorded

Recorded

in other

in other

comprehe

comprehe

nsive

Income nsive Attributa Attributab

income in

Beginning before income in Less: ble to the le toprior EndingItem

balance taxation prior Income Company non-contrperiod and balance

in the period and tax as the olling

transferre

Current transferre expense parent interests

d in

Period d in profit after tax after tax

retained

or loss in

earnings

the

in the

Current

Current

Period

Period

I. Other

comprehe

nsive

income

6430675402412360361834205056772726

that will

49.917.095.561.5301.44

not be

reclassifie

d to profit

or loss

Changes

in fair

value of

other

6430675402412360361834205056772726

equity

49.917.095.561.5301.44

instrumen

t

investmen

t

185Changchai Company Limited Annual Report 2025

Total of

other

6430675402412360361834205056772726

comprehe

49.917.095.561.5301.44

nsive

income

Other notes including the adjustment of the effective gain/loss on cash flow hedges to the initial recognized

amount: None

35. Specific Reserve

Unit: RMB

Item Beginning balance Increase Decrease Ending balance

Safety production

21959066.357170174.835192832.9623936408.22

cost

Total 21959066.35 7170174.83 5192832.96 23936408.22

36. Surplus Reserves

Unit: RMB

Item Beginning balance Increase Decrease Ending balance

Statutory surplus

354669807.372628215.96357298023.33

reserves

Discretional surplus

13156857.9013156857.90

reserves

Total 367826665.27 2628215.96 370454881.23

Surplus reserve explanation: Pursuant to the Company Law of the People's Republic of China and the company's

articles of association the Company appropriates 10% of its net profit as statutory surplus reserve.

37. Retained Earnings

Unit: RMB

Item Reporting Period Same period of last year

Beginning balance of retained

983627999.951002436724.71

earnings before adjustments

Total retained earnings at the

beginning of the adjustment period

(“+” means up “-” means down)

Beginning balance of retained

983627999.951002436724.71

earnings after adjustments

Add: Net profit attributable to 50820986.84 18489896.00

186Changchai Company Limited Annual Report 2025

shareholders of the Company as

the parent

Less: Withdrawal of statutory

2628215.964131072.93

surplus reserves

Withdrawal of discretional

surplus reserves

Withdrawal of general

reserve

Dividend of ordinary shares

7056925.0733167547.83

payable

Dividends of ordinary shares

transferred as share capital

Ending retained earnings 1024763845.76 983627999.95

Adjustments to opening retained earnings details:

(1) Retrospective adjustment due to the Accounting Standards for Business Enterprises and related new

regulations: RMB 0.00 impact on opening retained earnings.

(2) Change in accounting policies: RMB 0.00 impact on opening retained earnings.

(3) Correction of material accounting errors: RMB 0.00 impact on opening retained earnings.

(4) Changes in consolidation scope due to transactions under common control: RMB 0.00 impact on opening

retained earnings.

(5) Other adjustments net impact on opening retained earnings: RMB 0.00.

38. Operating Revenue and Cost of Sales

Unit: RMB

Reporting Period Same period of last year

Item

Operating revenue Cost of sales Operating revenue Cost of sales

Main operations 2425736833.58 2131368875.08 2371931691.41 2084092192.19

Other operations 50588989.10 48626900.38 43937336.91 35208273.88

Total 2476325822.68 2179995775.46 2415869028.32 2119300466.07

Whether the lower of the audited net profit before and after deduction of non-recurring gains and losses is

negative

□ Yes √No

Revenue-related information:

Unit: RMB

Contract Segment revenue 1 Total

Classification Operating revenue Operating revenue Operating revenue Cost of sales

By business type

187Changchai Company Limited Annual Report 2025

Of which:

Diesel Engines -

1032820248.81897627541.021032820248.81897627541.02

Single-Cylinder

Diesel Engines -

1087215275.69969746545.541087215275.69969746545.54

Multi-Cylinder

Other Products 193555001.11 168359195.06 193555001.11 168359195.06

Parts &

112146307.9795635593.46112146307.9795635593.46

Accessories

By geographical

segment

Of which:

Domestic Sales 1975928365.78 1722227357.27 1975928365.78 1722227357.27

Export sales 449808467.80 409141517.81 449808467.80 409141517.81

Total 2425736833.58 2131368875.08 2425736833.58 2131368875.08

The revenue amount corresponding to performance obligations under contracts signed as of the end of the

reporting period that have not yet been fulfilled or partially fulfilled is RMB 0.00.

39. Taxes and Surtaxes

Unit: RMB

Item Reporting Period Same period of last year

Urban maintenance and

2430989.451722364.51

construction tax

Education surcharge 1736055.83 1230223.15

Property tax 7027502.36 7045665.54

Land use tax 4013319.52 4013319.52

Vehicle and vessel use tax 2803.52 2803.52

Stamp duty 2076582.82 2043184.49

Environment tax 1135359.24 124057.13

Total 18422612.74 16181617.86

40. Administrative Expense

Unit: RMB

Item Reporting Period Same period of last year

Employee benefits 62982000.21 61402397.77

Office expenses 7635302.01 10322299.02

188Changchai Company Limited Annual Report 2025

Depreciation and amortization 16474658.91 16092889.89

Safety expenses 2793121.34 5823550.54

Repair charge 147715.40 196736.76

Inventory scrap and inventory loss

930772.87-149986.94

(profit)

Consulting fees 3006329.20 4933152.81

Insurance premiums 1676219.08 1852716.96

Utilities expenses 2324416.75 2438996.99

Other 10111280.53 12553588.10

Total 108081816.30 115466341.90

41. Selling Expense

Unit: RMB

Item Reporting Period Same period of last year

Employee benefits 40318480.98 45964550.56

Office expenses 9793639.89 11079843.97

Advertising and exhibition

1397918.511494362.92

expenses

Depreciation and amortization 726097.68 716473.37

Other 582785.94 1362023.61

Total 52818923.00 60617254.43

42. Development Costs

Unit: RMB

Item Reporting Period Same period of last year

Direct input expense 48019192.91 46708069.23

Employee benefits 22514941.63 24323024.76

Depreciation and amortization 5491356.08 5756990.16

Entrusted development charges 250000.00 704000.00

Other 7401272.75 5909393.45

Total 83676763.37 83401477.60

43. Finance Costs

Unit: RMB

189Changchai Company Limited Annual Report 2025

Item Reporting Period Same period of last year

Interest expense 591180.17 341136.21

Less: Interest income 12531332.63 17940638.39

Net foreign exchange gains or

6288299.08-6063845.94

losses

Other 692529.46 240309.43

Total -4959323.92 -23423038.69

44. Other Income

Unit: RMB

Amount included in

Same period of last non-recurring profit or

Sources Reporting Period

year loss for the current

period

VAT additional deduction 7326129.81 16017274.94

Withholding individual income

59337.1850685.36

tax handling fee refund

Government grants recognized

directly in current period profit 16126311.88 4143565.38 15437236.88

or loss

Government grants related to

3409729.463409729.46

deferred income

The details of government subsidies are as follows:

Unit: RMB

Asset-related

grants/

Items Reporting Period

Income-related

grants

Income-related

Government subsidies and incentives for land acquisition 14391707.00

grants

National Major Special Fund Allocation - Flexible Machining

1519266.00 Asset-related grants

Production Line for Diesel Engine Cylinder Blocks

Grant for R&D and Industrialization of High-Efficiency

Agricultural Diesel Engines Meeting National Phase III/IV 1224489.84 Asset-related grants

Emission Standards

Income-related

Employment Stabilization Subsidy 689075.00

grants

Award for Capability Improvement of the State-owned Assets 400000.00 Income-related

190Changchai Company Limited Annual Report 2025

Asset-related

grants/

Items Reporting Period

Income-related

grants

Supervision and Administration Commission grants

Demolition Compensation - Hehai Road Base Main Workshop 398640.13 Asset-related grants

Demolition Compensation - Hehai Road Land 267333.49 Asset-related grants

The third batch of science and technology plan projects (industrial Income-related

200000.00

innovation technology support special projects) in Changzhou grants

Income-related

Provincial special funds for business development 109300.00

grants

Changzhou Innovation and Development Special Fund (Innovation Income-related

80000.00

Subject Cultivation) grants

Income-related

Labor employment subsidy 53375.70

grants

Income-related

Talent funding for the Financial Settlement Center 50000.00

grants

Changzhou Innovation and Development Special Fund (Supporting Income-related

50000.00

the 2024 New Technology and New Product Awards) grants

Subsidies for disabled personnel in proportion and rewards for Income-related

34860.00

exceeding the proportion grants

Income-related

Job expansion subsidy 24000.00

grants

Income-related

High-tech Enterprise Application Award 20000.00

grants

Deduction of value-added tax for employment of people who have Income-related

19397.15

been lifted out of poverty grants

Income-related

Internship allowance 2750.60

grants

Income-related

Fourth-grade unit statistical quality assessment reward 1200.00

grants

Financial subsidies for special funds for safety production and Income-related

543.58

emergency disaster relief grants

Exemption of urban construction tax and education surcharge for Income-related

102.85

people who have been lifted out of poverty grants

Total 19536041.34 ——

191Changchai Company Limited Annual Report 2025

45. Gain on Changes in Fair Value

Unit: RMB

Sources Reporting Period Same period of last year

Held-for-trading financial assets 20807463.52 -30892837.58

Other non-current financial assets -40750460.46 -35045359.31

Total -19942996.94 -65938196.89

46. Investment Income

Unit: RMB

Item Reporting Period Same period of last year

Investment income from holding of trading

641560.00855760.00

financial assets

Investment income from disposal of trading

6048202.026671015.98

financial assets

Dividend income from holding of other equity

5016960.0018163080.00

instrument investment

Interest income from holding of investment in debt

499990.25

obligations

Debt restructuring gains -42868.87 267434.70

Securities lending and borrowing business income 95937.38

Investment income from wealth management

789983.381026622.56

products

Accounts receivable financing - Discount interest

-2617827.87-3313989.60

on bank acceptance bills

Investment income accounted for using the equity

-6165.49

method

Total 9829843.17 24265851.27

47. Credit Impairment Loss

Unit: RMB

Item Reporting Period Same period of last year

Bad debt loss of accounts

-155026.781583599.71

receivable

Bad debt loss of other receivables -109694.46 -353779.59

Total -264721.24 1229820.12

192Changchai Company Limited Annual Report 2025

48. Asset Impairment Loss

Unit: RMB

Item Reporting Period Same period of last year

Loss on inventory valuation and

-23624390.85-14383249.32

contract performance cost

Impairment loss on property

-20122.51

plant and equipment

Total -23624390.85 -14403371.83

49. Asset Disposal Income

Unit: RMB

Amount included in

Same period of last non-recurring profit or

Sources Reporting Period

year loss for the current

period

Disposal income of fixed assets

36192896.62304377.7136192896.62

and intangible assets

50. Non-operating Income

Unit: RMB

Amount included in

Item Reporting Period Same period of last year non-recurring profit or

loss for the current period

Income from penalty 125150.00 97216.00 125150.00

Accounts not required to be

73248.761556125.2073248.76

paid

Other 13326.18 1185262.22 13326.18

Total 211724.94 2838603.42 211724.94

51. Non-operating Expense

Unit: RMB

Amount included in

Item Reporting Period Same period of last year non-recurring profit or

loss for the current period

Losses on impairment and 1241.36 418860.88 1241.36

scrapping of non-current

193Changchai Company Limited Annual Report 2025

assets

Of which:fixed assets 1241.36 418860.88 1241.36

Donation 360000.00 250000.00 360000.00

Delayed payment penalty 783746.26 86.67 783746.26

Other 230307.51 217560.14 230307.51

Total 1375295.13 886507.69 1375295.13

52. Income Tax Expense

(1) List of Income Tax Expense

Unit: RMB

Item Reporting Period Same period of last year

Current income tax expense 10191628.82 8816925.87

Deferred income tax expense -1928226.64 -18077750.35

Total 8263402.18 -9260824.48

(2) Adjustment Process of Accounting Profit and Income Tax Expense

Unit: RMB

Item Reporting Period

Profit before taxation 66237824.63

Current income tax expense accounted at statutory/applicable tax rate 9935673.69

Influence of applying different tax rates by subsidiaries 3686608.46

Influence of income tax before adjustment 613909.32

Influence of non-taxable income -911392.63

Impact of non-deductible costs expenses and losses 922721.10

Impact of utilizing previously unrecognized deductible tax losses -9571928.47

Impact of unrecognized deductible temporary differences and tax losses in

9558356.46

current period

Impact of super-deduction incentives on income tax -5970545.75

Income tax expense 8263402.18

53. Other Comprehensive Income

See Note VII 34 for details.

194Changchai Company Limited Annual Report 2025

54. Cash Flow Statement

(1) Cash Related to Operating Activities

Cash Generated from Other Operating Activities

Unit: RMB

Item Reporting Period Same period of last year

Subsidy and appropriation 16106811.88 4121465.38

Other intercourses in cash 1075516.45 6834709.31

Interest income 12433299.58 17560515.91

Recovery of time deposits at

42000000.0036000000.00

maturity

The net amount of the guarantee

915535.55

and bid bond received

Other 2398434.29 3343648.68

Total 74929597.75 67860339.28

Cash Used in Other Operating Activities

Unit: RMB

Item Reporting Period Same period of last year

Selling and administrative expense

85121277.9095660891.03

paid in cash

Time deposits withdrawn 20000000.00 42000000.00

Other transactions 738465.99 851981.36

Other 1365099.94 479361.32

Total 107224843.83 138992233.71

(2) Cash Related to Investing Activities

Cash Generated from Other Investing Activities

Unit: RMB

Item Reporting Period Same period of last year

Cash paid for acquiring minority

3060000.00

shareholders' equity of subsidiaries

Total 3060000.00

Changes in liabilities arising from financing activities

□Applicable √Not applicable

195Changchai Company Limited Annual Report 2025

55. Supplemental Information for Cash Flow Statement

(1) Supplemental Information for Cash Flow Statement

Unit: RMB

Same period of last

Supplemental information Reporting Period

year

1. Reconciliation of net profit to net cash flows generated from

operating activities:

Net profit 57974422.45 24617564.88

Add: Provision for impairment of assets 23624390.85 14403371.83

Credit impairment loss 264721.24 -1229820.12

Depreciation of fixed assets of investment properties 77960321.01 84324061.52

Depreciation of right-of-use assets

Amortization of intangible assets 7982234.77 6806448.55

Amortization of long-term deferred expenses 370975.00 352927.75

Losses on disposal of fixed assets intangible assets and other

-36192896.62-304377.71

long-term assets (gains by “-”)

Losses on the scrapping of fixed assets (gains by “-”) 1241.36 418860.88

Losses on the changes in fair value (gains by “-”) 19942996.94 65938196.89

Financial expenses (gains by “-”) 6879479.25 -5722709.73

Investment losses (gains by “-”) -12447671.04 -27579840.87

Decrease in deferred income tax assets (increase by “-”) -891709.88 -4939342.20

Increase in deferred income tax liabilities (decrease by “-”) -1036516.76 -13138408.15

Decrease in inventory (increase by “-”) 38494171.42 -44365062.06

Decrease in accounts receivable from operating activities

27201877.65-515169470.57

(increase by “-”)

Increase in payables from operating activities (decrease by “-”) 54591560.15 264499562.26

Other 24842951.28 -3204931.85

Net cash flows generated from operating activities 289562549.07 -154292968.70

3. Investing and financing activities that do not involve cash

receipts and payment:

Debt transferred as capital

Convertible corporate bond due within one year

Fixed assets from financing lease

3. Net increase in cash and cash equivalents

196Changchai Company Limited Annual Report 2025

Ending balance of cash 1248067921.44 892681884.84

Less: Beginning balance of cash 892681884.84 971629523.46

Add: Ending balance of cash equivalents

Less: Beginning balance of cash equivalents

Net increase in cash and cash equivalents 355386036.60 -78947638.62

(2) Cash Flows from Significant Investing Activities Received or Paid

Unit: RMB

Item Reporting Period

Cash received from significant investing activities

Including: Cash Received from Redemption of Wealth 1208296869.30

Management Products Structured Deposits and Debt

Investments

Cash paid for significant investing activities

Including: Cash paid for purchase of wealth management 1252153606.00

products and structured deposits

(3) Cash and Cash Equivalents

Unit: RMB

Item Ending balance Beginning balance

I. Cash 1248067921.44 892681884.84

Including: Cash on hand 164159.29 84482.59

Bank deposit on demand 1247225051.01 891972475.61

Other monetary assets on demand 678711.14 624926.64

Accounts deposited in the central bank

available for payment

Deposits in other banks

Accounts of interbank

II. Cash equivalents

Of which: Bond investment expired within

three months

III. Ending balance of cash and cash

1248067921.44892681884.84

equivalents

Of which: Cash and cash equivalents with

restriction in use for the Company as the

parent or subsidiaries of the Group

197Changchai Company Limited Annual Report 2025

(4) Disclosure of changes in financing-related liabilities from opening to closing balances by category

Unit: RMB

Increase Decrease

Closing

Item Opening balance CashNon-cash Non-cash

Cash changes change balance

changes changes

s

Short-term 88248895.7 94471787.4

94471787.41677448.3288926344.09

borrowings 7 1

Other

payables-dividen 3891433.83 3891433.83

ds payable

88248895.794471787.4

Total 98363221.24 677448.32 92817777.92

71

Note: The company's short-term borrowings are all formed by the discounting of undue bills. The increase in the

current period is due to cash obtained from discounting and changes in discount interest while the decrease in the

current period is due to the maturity of bills.

56. Foreign Currency Monetary Items

(1) Foreign Currency Monetary Items

Unit: RMB

Ending foreign currency Ending balance converted

Item Exchange rate

balance to RMB

Monetary assets 186930889.19

Of which: USD 26542835.33 7.029 186564280.96

HKD 405890.29 0.903 366608.23

Accounts receivable 95036209.38

Of which: USD 13520168.47 7.029 95036209.38

Accounts payable 2126.92

Of which: USD 302.60 7.029 2126.92

(2) Notes to Overseas Entities Including: for Significant Oversea Entities Main Operating Place Recording

Currency and Selection Basis Shall Be Disclosed; if there Are Changes in Recording Currency Relevant

Reasons Shall Be Disclosed.□ Applicable √ Not applicable

198Changchai Company Limited Annual Report 2025

57. Lease

(1) The Company Was Lessor:

Operating leases with the Company as lessor

√Applicable?Not applicable

Unit: RMB

Of which: income related to

Item Rental income variable lease payments not

included in lease receipts

Lease income 2271487.77

Total 2271487.77

Finance leases with the Company as lessor

?Applicable √Not applicable

Undiscounted lease receipts for each of the next five years

?Applicable √Not applicable

Reconciliation of undiscounted lease receipts to net investment in leases: Not applicable

VIII. Research and Development Expenditure

Unit: RMB

Item Amount for the current period Amount for the previous period

Direct input 48019192.91 46708069.23

Employee remuneration 22514941.63 24323024.76

Depreciation and amortization 5491356.08 5756990.16

Outsourcing development fees 250000.00 704000.00

Others 7401272.75 5909393.45

Total 83676763.37 83401477.60

Of which: Expensed research and

83676763.3783401477.60

development expenditure

Capitalized research

and development expenditure

IX. Change in consolidation scope

1. Changes in consolidation scope due to other reasons

Explain the changes in the consolidation scope caused by other reasons (such as the establishment of new

subsidiaries liquidation of subsidiaries etc.) and their related circumstances:

199Changchai Company Limited Annual Report 2025

On November 22 2024 our company held the fifth extraordinary meeting of the board of directors for 2024 at

which the "Proposal on the Merger of Changzhou Changchai Horizon Agricultural Equipment Co. Ltd. and

Changzhou Fuji Changchai Robin Gasoline Engine Co. Ltd." was deliberated and approved. The board of

directors agreed that Changzhou Fuji Changchai Robin Gasoline Engine Co. Ltd. a wholly-owned subsidiary

would inherit all assets liabilities businesses and all other rights and obligations of Changzhou Changchai

Horizon Agricultural Equipment Co. Ltd. a wholly-owned subsidiary through an overall merger. After the

merger is completed Changchai Robin will continue to operate normally and the independent legal entity status

of Horizon Agricultural Equipment will be cancelled.On June 9 2025 our company held the third extraordinary meeting of the board of directors for 2025 at which

the "Proposal on the Merger of Changzhou Changchai Benniu Diesel Engine Parts Co. Ltd. and Changzhou

Changniu Machinery Co. Ltd." was deliberated and approved. The board of directors agreed that Changzhou

Changniu Machinery Co. Ltd. a wholly-owned subsidiary would merge with Changzhou Changchai Benniu

Diesel Engine Parts Co. Ltd. another wholly-owned subsidiary through an overall merger by absorption

inheriting all assets liabilities businesses and all other rights and obligations of the original Changben Company.After the merger Changniu Company will continue its normal operations while the independent legal entity

status of Changben Company will be cancelled.X. Equity in Other Entities

1. Equity in Subsidiary

(1) Subsidiaries

Unit: RMB

Nature Holding percentage

Main Registra

Registere of Way of

Name operating tion

d capital busine Indirect gaining

place place Directly

ss ly

Changchai Wanzhou Diesel 8500000 Chongqi Chongqi Indust

60.00% Set-up

Engine Co. Ltd. 0.00 ng ng ry

Changzhou Changchai

5506300 Changzh Changz Indust

Benniu Diesel Engine 99.00% 1.00% Set-up

0.00 ou hou ry

Fittings Co. Ltd.Changzhou Horizon 4000000 Changzh Changz Servic

100.00% Set-up

Investment Co. Ltd. 0.00 ou hou e

Combinati

Changzhou Fuji Changchai on not

3725000 Changzh Changz Indust

Robin Gasoline Engine Co. 100.00% under the

0.00 ou hou ry

Ltd. same

control

Jiangsu Changchai 3000000 Changzh Changz Indust

100.00% Set-up

Machinery Co. Ltd. 00.00 ou hou ry

200Changchai Company Limited Annual Report 2025

Changzhou Xingsheng

1000000 Changzh Changz Servic

Property Management Co. 100.00% Set-up.00 ou hou e

Ltd.Combinati

Zhenjiang Siyang Diesel on not

2000000 Zhenjian Zhenjia Indust

Engine Manufacturing Co. 52.00% under the.00 g ng ry

Ltd. same

control

Note: The Company holds a 49% equity interest in Zhenjiang Siyang making it the largest shareholder. With

other shareholders being relatively dispersed and given that the Company appoints 4 out of the 7 board members

of Zhenjiang Siyang (including the Chairman) the Company is the de facto controlling party of Zhenjiang Siyang

meeting the consolidation criteria.The company acquired 3% of the shares of Zhenjiang Siyang held by its

minority shareholders during the current period and at the end of the period the company's shareholding ratio in

Zhenjiang Siyang was 52%.

(2) Significant Non-wholly-owned Subsidiary

Unit: RMB

Declaring

Shareholding The profit or loss Balance of

dividends

proportion of attributable to the non-controlling

Name distributed to

non-controlling non-controlling interests at the

non-controlling

interests interests period-end

interests

Changchai

Wanzhou Diesel 40.00% 748155.81 21428861.12

Engine Co. Ltd.Zhenjiang Siyang

Diesel Engine

48.00%6405279.8060548901.24

Manufacturing Co.Ltd.Holding proportion of non-controlling interests in subsidiary different from voting proportion: Not applicable

Other notes: The company acquired 3% of the equity of Zhenjiang Siyang Diesel Engine Manufacturing Co. Ltd.a subsidiary held by minority shareholders during the current period. For details please refer to Note VII 33.

(3) The Main Financial Information of Significant Not Wholly-Owned Subsidiary

Unit: RMB

Name Ending balance Beginning balance

201Changchai Company Limited Annual Report 2025

Non- Non-

Curre Curre

Curre Non-c curre Total Curre Non-c curre Total

Total nt Total nt

nt urrent nt liabili nt urrent nt liabili

assets liabili assets liabili

assets assets liabil ties assets assets liabil ties

ties ties

ity ity

Chan

gchai

Wanz

57132063777622281907241944922153664515331533

hou

1342.2914.4257.4304.800.2104.0697.2357.3054.4923.4923.

Diesel

5484385700571774919696

Engin

e Co.Ltd.Zhenj

iang

Siyan

g

Diesel

1244210414542090209910482269127516536171659

Engin 8467

49833876.93716504.1181.49375139.44517400.00.09100.

e 7.08

9.06665.7243514.35483.8372072

Manu

factur

ing

Co.Ltd.Unit: RMB

Reporting Period Same period of last year

Cash

Cash

Total Total flows

Name flowsOperating comprehe Operating comprehe from

Net profit from Net profit

revenue nsive revenue nsive operatin

operating

income income g

activities

activities

Changcha

i

Wanzhou 5163785 1870389 1870389. -170121 4073828 679056.4 679056.4 276433

Diesel 6.67 .53 53 8.61 4.52 1 1 5.63

Engine

Co. Ltd.

202Changchai Company Limited Annual Report 2025

Zhenjiang

Siyang

Diesel

7702243128643212864324056788694790411482441148244311669

Engine

2.907.557.554.746.403.773.774.39

Manufact

uring Co.Ltd.

2. Transactions where there is a change in the owner's equity share of a subsidiary and the parent company

still controls the subsidiary

(1) Explanation of changes in the owner's equity share of subsidiaries

At the beginning of the period our company held 49% of the shares in Zhenjiang Siyang. During the current

period we acquired 3% of the shares in Zhenjiang Siyang held by minority shareholders. At the end of the period

our company's shareholding ratio in Zhenjiang Siyang was 52%.

(2) The impact of transactions on minority shareholders' equity and owner's equity attributable to the

parent company

Unit: RMB

Items Amount

Purchase cost/disposal consideration 3060000.00

--Cash

-- Fair value of non-cash assets

Total of purchase cost/disposal consideration 3060000.00

Less: Share of net assets of subsidiaries calculated based on

3620758.06

the proportion of equity acquired/disposed

Difference

Of which:Adjusted capital reserves 560758.06

Adjusted surplus reserves

Adjusted undistributed profits

3. Equity in structured entities not included in the scope of consolidated financial statements

Notes to the structured entity excluded in the scope of consolidated financial statements:

1. In 2017 the Company set up Changzhou Xietong Private Equity Fund (Limited Partnership) together with

Synergetic Innovation Fund Management Co. Ltd. through joint investment. On 18 October 2018 and 3

December 2020 new partners were respectively added. Partnership Shares transfer was made on 29 December

2022 and 10 October 2023. In line with the revised Partnership Agreement the general partner is Synergetic

Innovation Fund Management Co. Ltd. and the limited partners are Changchai Company Limited Changzhou

203Changchai Company Limited Annual Report 2025

Zhongyou Petroleum Sales Co. Ltd. Changzhou Fuel Co. Ltd. Tong Yinzhu Tong Yinxin Anhui Haiyunzhou

Equity Investment Partnership Enterprise (Limited) Shenzhen Jiaxin One Venture Capital Partnership (limited

partnership)Zhong Wende and Qingdao Yinjiahui Industrial Investment Partnership Enterprise (Limited

Partnership). In accordance with the Partnership Agreement the limited partner does not execute the partnership

affairs. Thus the Company does not control Changzhou Xietong Private Equity Fund (Limited Partnership) and

did not include it into the scope of consolidated financial statements.

2. The company's subsidiary Changzhou Horizon Investment Co. Ltd. together with Changzhou Investment

Group Co. Ltd. and Changzhou Xinhui Private Equity Fund Management Co. Ltd. jointly initiated the

establishment of Changzhou Changtou Xinhui No.1 Equity Investment Fund (Limited Partnership). According to

the Partnership Agreement the company has significant influence over Changzhou Changtou Xinhui No.1 Equity

Investment Fund (Limited Partnership) and therefore adopts the equity method for accounting and includes it in

other non-current assets.XI. Government Grants

1. Government Grants Recognized at the End of the Reporting Period at the Amount Receivable

□Applicable?Not applicable

Reasons for failing to receive government grants in the estimated amount at the estimated point in time

□Applicable?Not applicable

2. Liability Items Involving Government Grants

?Applicable □Not applicable

Unit: RMB

Amount

Amount

recorded

recorded

into

Amount of into other Related to

Accounting Beginning non-operati Other Ending

new income in assets/relat

items balance ng income changes balance

subsidy the ed income

in the

Reporting

Reporting

Period

Period

Deferred 29386167 3409729. 25976437 Related to

income .02 46 .56 assets

3. Government Grants Recognized as Current Profit or Loss

?Applicable □Not applicable

Unit: RMB

Accounting items Amount for the current period Amount for the previous period

Other income 19536041.34 7553294.84

204Changchai Company Limited Annual Report 2025

XII. The Risk Related to Financial Instruments

1. Various Types of Risks Arising from Financial Instruments

The Company’s principal financial instruments include financial assets at fair value through profit or loss other

equity instrument investments other non-current financial assets accounts receivable accounts payable etc.Detailed disclosures of these financial instruments are provided in the relevant sections of Note VII. The risks

associated with these financial instruments as well as the Company’s risk management policies to mitigate such

risks are described below. The Company’s management manages and monitors these risk exposures to ensure

they remain within defined limits.The Company employs sensitivity analysis to assess the potential impact of reasonably possible changes in risk

variables on current period profit or loss or shareholders’ equity. Since risk variables rarely change in isolation and

the correlation between variables significantly influences the ultimate impact of changes in any single variable

the following analysis assumes each variable changes independently.

1. Risk Management Objectives and Policies

The Company’s risk management objectives are to achieve an appropriate balance between risk and return

minimize the adverse impact of risks on operational performance and maximize the interests of shareholders and

other equity investors. Based on these objectives the Company’s fundamental risk management strategy involves

identifying and analyzing risks establishing risk tolerance thresholds implementing risk management measures

and conducting reliable monitoring to maintain risks within defined limits.

(1) Market Risk

* Foreign Exchange Risk

Foreign exchange risk refers to the risk of loss due to exchange rate fluctuations. The Company is primarily

exposed to foreign exchange risk related to USD and EUR. Apart from overseas operations denominated in USD

and EUR the Company’s other major business activities are settled in RMB. As of December 31 2025 the

Company’s foreign currency monetary items include cash and cash equivalents accounts receivable and accounts

payable (see Note VII.56). The foreign exchange risk arising from these assets and liabilities may impact the

Company’s financial performance.The Company closely monitors the effects of exchange rate fluctuations on its foreign exchange risk exposure.* Interest Rate Risk – Cash Flow Variability Risk

The Company’s exposure to cash flow variability due to interest rate changes primarily relates to floating-rate

bank deposits. The Company’s policy is to maintain these deposits at floating rates.* Other Price Risk

The Company’s investments classified as financial assets at fair value through profit or loss or fair value through

other comprehensive income are measured at fair value at the balance sheet date. Consequently the Company is

exposed to price volatility in the securities market. The Company mitigates equity price risk by maintaining a

diversified portfolio of equity securities.

(2) Credit Risk

Credit risk refers to the risk that one party to a financial instrument fails to fulfill its obligations resulting in

financial loss to the other party.

205Changchai Company Limited Annual Report 2025

The Company’s credit risk primarily arises from receivables. To manage this risk the Company has implemented

the following measures.The company only conducts transactions with approved and reputable third parties. In accordance with the

company's policy we conduct credit checks on all customers who request to conduct transactions on credit.Additionally the company continuously monitors the balance of accounts receivable to ensure that we do not face

significant bad debt risks.Since the counterparties for monetary funds and bank acceptance bills receivable are banks with good reputations

and high credit ratings the credit risk associated with these financial instruments is relatively low.The Company's other financial assets include accounts receivable other receivables etc. The credit risk of these

financial assets arises from default by the counterparty with the maximum exposure to risk equal to the carrying

amount of these instruments.As the company only conducts transactions with approved and reputable third parties there is no need for

collateral. Credit risk concentration is managed on a customer-by-customer basis. As of December 31 2025 the

company had specific credit risk concentrations with 60.63% (December 31 2024: 60.75%) of the company's

accounts receivable balance coming from its top five customers. The company does not hold any collateral or

other credit enhancements for its accounts receivable balance.Judgment criteria for significant increase in credit risk

The Company assesses whether the credit risk of relevant financial instruments has significantly increased since

initial recognition on each balance sheet date. In determining whether credit risk has significantly increased since

initial recognition the Company considers obtaining reasonable and well-founded information without

unnecessary additional cost or effort including qualitative and quantitative analysis based on the Company's

historical data external credit risk ratings and forward-looking information. The Company determines the change

in default risk during the expected lifespan of financial instruments by comparing the risk of default on the

balance sheet date with the risk of default on the initial recognition date based on individual financial instruments

or portfolios of financial instruments with similar credit risk characteristics.When one or more of the following quantitative and qualitative criteria are triggered the Company believes that

the credit risk of financial instruments has significantly increased:

The quantitative criterion primarily involves the increase in the probability of default during the remaining

duration as of the reporting date exceeding a certain percentage compared to the initial recognition

Qualitative criteria: Major adverse changes in the primary debtor's operational or financial situation early warning

customer list etc

Definition of assets with credit impairment

To determine whether credit impairment has occurred the criteria adopted by our company are consistent with our

internal credit risk management objectives for relevant financial instruments taking into account both quantitative

and qualitative indicators. When assessing whether a debtor has experienced credit impairment our company

primarily considers the following factors:

·The issuer or debtor encounters significant financial difficulties;

·The debtor breaches the contract such as defaulting on or delaying the payment of interest or principal;

·The creditor due to economic or contractual considerations related to the debtor's financial difficulties grants

concessions that the debtor would not otherwise make;

·The debtor is highly likely to go bankrupt or undergo other financial restructuring;

·The disappearance of an active market for the financial asset due to financial difficulties of the issuer or debtor;

206Changchai Company Limited Annual Report 2025

·Purchasing or originating a financial asset at a significant discount which reflects the fact of credit losses

incurred;

The credit impairment of financial assets may be caused by the combined effects of multiple events and it is not

necessarily due to a single identifiable event.Parameters for the measurement of expected credit losses

Based on whether there has been a significant increase in credit risk and whether credit impairment has occurred

the Company measures the impairment provision for different assets using the expected credit losses over a

12-month period or the entire duration. The key parameters for measuring expected credit losses include

probability of default loss given default and exposure at default. The Company considers quantitative analysis of

historical statistical data (such as counterparty rating guarantee method collateral type repayment method etc.)

and forward-looking information to establish models for probability of default loss given default and exposure at

default.The relevant definitions are as follows:

·Default probability refers to the likelihood that a debtor will be unable to fulfill its repayment obligations within

the next 12 months or throughout the remaining duration. The default probability of our company is adjusted

based on the results of the credit loss model incorporating forward-looking information to reflect the default

probability of debtors in the current macroeconomic environment;

·Default loss rate refers to the expectation of the company regarding the extent of loss incurred due to default risk

exposure. Depending on the type of counterparty the method and priority of recourse as well as the difference in

collateral the default loss rate varies. The default loss rate is the percentage of risk exposure loss at the time of

default calculated based on the next 12 months or the entire duration;

·Exposure at default refers to the amount that the company should be repaid in the event of default either within

the next 12 months or throughout the remaining duration.Forward-looking information

The assessment of significant increases in credit risk and the calculation of expected credit losses both involve

forward-looking information. The Company identifies key economic indicators that affect credit risk and expected

credit losses across various business types through historical data analysis.The impact of these economic indicators on default probability and default loss rate varies across different

business types. In this process our company utilizes expert judgment. Based on the results of expert judgment we

make annual predictions for these economic indicators and determine their impact on default probability and

default loss rate through regression analysis.

(3) Liquidity Risk

The Company manages liquidity risk by maintaining sufficient cash and cash equivalents monitored to meet

operational needs and mitigate cash flow volatility. Management ensures compliance with borrowing agreements

and monitors bank loan utilization.

2. Financial Assets

(1) Classification of Transfer Methods

?Applicable □Not applicable

Unit: RMB

207Changchai Company Limited Annual Report 2025

Nature of Amount of Recognition

Transfer

transferred transferred termination or Basis for recognition termination

method

financial assets financial assets not

The Company retains substantially all

Endorsement Notes Not

136251951.53 of the risks and rewards including the

/discount receivable derecognized

risk of default associated with its

Accounts

Endorsement The Company transfers almost all the

receivable 579965650.49 Derecognized

/discount risks and rewards

financing

Total 716217602.02

(2) Financial Assets Derecognized due to Transfer

?Applicable □Not applicable

Unit: RMB

Transfer method of Amount of derecognized Gains or losses related to

Item

financial assets financial assets derecognition

Accounts

receivable Endorsement 33922886.93

financing

Accounts

receivable Discount 546042763.56 -2617827.87

financing

Total 579965650.49 -2617827.87

(3) Continued Involvement in the Transfer of Assets Financial Assets

?Applicable □Not applicable

Unit: RMB

Transfer method of Amount of assets resulting from Amount of liabilities resulting

Item

assets continued involvement from continued involvement

Notes receivable Endorsement 59152351.53 59152351.53

Notes receivable Discount 77099600.00 77099600.00

Total 136251951.53 136251951.53

XIII. The Disclosure of Fair Value

1. Ending Fair Value of Assets and Liabilities at Fair Value

Unit: RMB

Ending fair value

Item Fair value Fair value Fair value Total

measurement items measurement items measurement items

208Changchai Company Limited Annual Report 2025

at level 1 at level 2 at level 3

I. Consistent fair

--------

value measurement

(I) Trading financial

assets

1. Financial assets

at fair value through

profit or loss

(1) Debt instrument

investment

(2) Equity

instrument 73740010.00 73740010.00

investment

(3) Derivative

financial assets

(4) Wealth

management 298444679.98 298444679.98

investments

2. Financial assets

designated to be

measured at fair

value and the

changes included

into the current

profit or loss

(1) Debt instrument

investment

(2) Equity

instrument

investment

(II) Other

investments in debt

obligations

(III)Other equity

instrument 665300000.00 316061295.81 981361295.81

investment

(IV) Investment

property

1. Land use right

for lease

209Changchai Company Limited Annual Report 2025

2. Buildings leased

out

3. Land use right

held and planned to

be transferred once

appreciating

(V) Living assets

1. Consumptive

living assets

2. Productive living

assets

Accounts receivable

165125708.93165125708.93

financing

Other non-current

337118757.03337118757.03

financial assets

Total assets

consistently

739040010.00298444679.98818305761.771855790451.75

measured by fair

value

(VI) Trading

financial liabilities

Of which: Issued

trading bonds

Derivative financial

liabilities

Other

(VII) Financial

liabilities

designated to be

measured at fair

value and the

changes recorded

into the current

profit or loss

Total liabilities

consistently

measured by fair

value

II. Inconsistent fair

value measurement

210Changchai Company Limited Annual Report 2025

(1) Assets held for

sale

Total assets

inconsistently

measured by fair

value

Total liabilities

inconsistently

measured by fair

value

2. Market Price Recognition Basis for Consistent and Inconsistent Fair Value Measurement Items at Level

1

For the listed company stocks held by the company in the held-for-trading financial assets measured at fair value

the closing market price on the balance sheet date was the basis for the measurement of fair value.

3. Valuation Technique Adopted and Nature and Amount Determination of Important Parameters for

Consistent and Inconsistent Fair Value Measurement Items at Level 2

Wealth management and investment: The underlying assets of investment in wealth management products include

bond assets deposit assets fund assets etc. The portfolio of investment assets should be dynamically managed.The fair value of wealth management products should be adjusted according to the yield of similar products

provided by the counterparty.

4. Valuation Technique Adopted and Nature and Amount Determination of Important Parameters for

Consistent and Inconsistent Fair Value Measurement Items at Level 3

(1) Accounts receivable financing: Accounts receivable financing is a bank acceptance with high credit rating

short maturity and low risk. The par amount is close to the fair value and is used as the fair value.

(2) Among other non-current financial assets:

The equity instrument investment in Jiangsu Horizon New Energy Technology Co. Ltd. (a manufacturer of

lithium battery separators whose main products include coated products and base films primarily used in new

energy vehicle power batteries 3C consumer batteries and energy storage batteries) is characterized by high

technical complexity lengthy R&D cycles and substantial capital investment. The company is in a rapid

development phase with numerous investment projects still under construction that have not yet generated stable

revenue or profits. However financing activities have been frequent with five equity financings conducted in the

past three years. Accordingly the Company has determined the fair value of this equity investment using the most

recent financing price adjustment method and engaged an appraisal firm to validate the valuation.

(3) Among other equity instrument investments the investments in Chengdu Changwan Diesel Engine Sales Co.

Ltd. Chongqing Wanzhou Changwan Diesel Engine Parts Co. Ltd. Changzhou Economic and Technological

Development Company Changzhou Tractor Company Changzhou Industrial Capital Mutual Aid Association of

the Economic Commission and Beijing Engineering Machinery Agricultural Machinery Company totaling RMB

211Changchai Company Limited Annual Report 2025

1.21 million are measured at a fair value of RMB 0.00 due to the recoverability of the invested amounts.

For Changzhou Collaborative Innovation Equity Investment Partnership (Limited Partnership) established in

October 2017 the year-end partners' equity has increased due to fair value changes in its equity holdings. No

material changes have occurred in its operating environment business conditions or financial position. Thus the

Company has determined its fair value based on the partnership’s net asset value at the period-end.

5. Transfers Between Fair Value Hierarchy Levels for Recurring Fair Value Measurements: Reasons for

Transfers and Policies for Determining Transfer Timing

During the current year no transfers occurred between Level 1 and Level 2 of the fair value hierarchy for the

Company’s financial assets and liabilities nor were there any transfers into or out of Level 3.

6. Changes in Valuation Techniques and Reasons for Such Changes During the Period

No changes were made to valuation techniques during the reporting period.

7. Fair Value Information of Financial Assets and Liabilities Not Measured at Fair Value

The financial assets and liabilities measured at amortization cost mainly include notes receivable accounts

receivable other receivables short-term borrowings accounts payable other payables etc. The difference

between the carrying value and fair value for financial assets and liabilities not measured at fair value is small.XIV. Related Party and Related-party Transactions

1、Information Related to the Company as the Parent of the Company

Proportion of Proportion of

share held by voting rights

Regist

Registered the Company as owned by the

Name ration Nature of business

capital the parent Company as the

place

against the parent against

Company the Company

Investment and operations of

state-owned assets assets

Changzhou

management (excluding

Investment Chang RMB1.2

financial business) investment 32.26% 32.26%

Group Co. zhou billion

consulting (excluding

Ltd.consulting on investment in

securities and options) etc.Information about the parent company of the enterprise:

The parent company of the enterprise is Changzhou Investment Group Co. Ltd. According to the

"Implementation Plan for Transferring Part of State-owned Capital to Enrich Social Security Funds in Jiangsu

Province" (Su Zhengfa [2020] No. 27) issued by the provincial government the "Notice on Transferring Part of

State-owned Capital in Cities and Counties to Enrich Social Security Funds" (Su Caigongmao [2020] No. 139)

212Changchai Company Limited Annual Report 2025

issued by Jiangsu Provincial Department of Finance and five other departments and the "Notice on Transferring

Part of Municipal (District) State-owned Capital to Enrich Social Security Funds" (Chang Caigongmao [2020] No.

4) issued by Changzhou Municipal Finance Bureau and four other departments 10% of the state-owned equity of

the Investment Group held by the People's Government of Changzhou was transferred to Jiangsu Provincial

Department of Finance without compensation. After the equity transfer the People's Government of Changzhou

holds 90% of the state-owned equity of Changzhou Investment Group Co. Ltd. and Jiangsu Provincial

Department of Finance holds 10% of the state-owned equity of Changzhou Investment Group Co. Ltd. According

to the document of the People's Government of Changzhou (Chang Zhengfa [2006] No. 62) Changzhou

Investment Group Co. Ltd. is an enterprise where the State-owned Assets Supervision and Administration

Commission of Changzhou performs the investor's responsibilities as authorized by the People's Government of

Changzhou. Therefore Changzhou Investment Group Co. Ltd. is the controlling shareholder of the company and

the State-owned Assets Supervision and Administration Commission of Changzhou remains the actual controller

of the company. The ultimate controlling party of the enterprise is the State-owned Assets Supervision and

Administration Commission of Changzhou.

2. Subsidiaries of the Company

Refer to Note X for details.

3. Situation of joint ventures and associated enterprises of the company

Refer to Note VII 11 Long-term equity investment for details.

4. Information on Other Related Parties

Name of other related parties Relationship with the Company

Changzhou Synergetic Innovation Private Equity Participated in establishing the industrial investment

Fund (Limited Partnership) fund

The industrial investment fund established with the

Changzhou Changtou Xinhui No.1 Equity Investment

participation of our subsidiary Changzhou Horizon

Fund (Limited Partnership)

Investment Co. Ltd.Jiangsu Horizon New Energy Technology Co. Ltd. Shareholding enterprise of the Company

5. Related Party Transactions

(1) Compensation for key management personnel

Unit: RMB

Amount incurred in the previous

Item Current amount incurred

period

Compensation for key

7607793.808896700.00

management personnel

(2) Other related-party transactions

213Changchai Company Limited Annual Report 2025

Our subsidiary Changzhou Horizon Investment Co. Ltd. jointly invested with Changzhou Investment Group Co.Ltd. and Changzhou Xinhui Private Equity Fund Management Co. Ltd. to establish the Changzhou Changtou

Xinhui No.1 Equity Investment Fund (Limited Partnership) in the current period. As of December 31 2025 our

company has paid a total investment of RMB 3.91 million to the Changzhou Changtou Xinhui No.1 Equity

Investment Fund (Limited Partnership). Apart from this matter our company has no other related-party

transactions during the reporting period.

6. Related-party receivables and payables

There were no related-party receivables or payables during the reporting period.XV. Commitments and Contingency

1. Significant Commitments

Significant commitments on balance sheet date

As of 31 December 2025 there was no significant commitment for the Company to disclose.

2. Contingency

(1) Significant Contingency on Balance Sheet Date

None.

(2) Despite no Significant Contingency to Disclose the Company Shall Also Make Relevant Statements

There was no significant contingency in the Company.XVI. Events after Balance Sheet Date

1. Profit Distribution

Unit: RMB

Dividend to be distributed for every 10 shares (RMB) 0.22

Bonus shares to be distributed for every 10 shares

0

(share)

Additional shares to be converted from capital reserve

0

for every 10 shares (share)

Dividend for every 10 shares (RMB) declared after

0.22

review and approval

Bonus shares to be distributed for every 10 shares

0

(share) declared after review and approval

Additional shares to be converted from capital reserve 0

214Changchai Company Limited Annual Report 2025

for every 10 shares (share) declared after review and

approval

It is proposed to distribute a cash dividend of RMB

0.22 (tax included) per 10 shares to all shareholders

based on the total share capital of 705692507 shares

as of December 31 2025. No bonus shares will be

Profit distribution plan issued and no capital reserves will be converted into

share capital. The total cash distribution amounts to

RMB 15525235.15. The above distribution plan still

needs to be reviewed and approved by the

shareholders' meeting.

2. Notes to Other Events after Balance Sheet Date

There was no other event after balance sheet date.XVII. Other Significant Events

1. Segment Information

(1) Basis for Determining Reportable Segments and Accounting Policies

As the Company and its major subsidiaries operate similar business activities under unified management without

separate business units the Company operates as a single reportable segment.

2. Other Significant Transactions and Events Relevant to Investors' Decision-Making

The People's Government of Xinbei District Changzhou in its "Announcement of the Decision on the

Expropriation of Houses on State-owned Land by the People's Government of Xinbei District Changzhou"

(Changxin Zhenggao [2022] No. 6) has decided to expropriate the houses within the scope of the old city

reconstruction project of the single-cylinder engine factory of Changchai Co. Ltd. (hereinafter referred to as "the

Company") specifically the Changzhou Sanjing Branch of Changchai Co. Ltd. On November 29 2023 the

Company signed a compensation agreement with the Housing and Urban-Rural Development Bureau of

Changzhou National Hi-Tech District (Xinbei) and the Housing Expropriation and Compensation Service Center

of Sanjing Subdistrict Xinbei District Changzhou (hereinafter referred to as "Sanjing Subdistrict") with a total

agreed compensation amount of RMB 99929868. According to the payment terms stipulated in the

Compensation Agreement the Company has received the first installment of compensation (30% of the

compensation amount) of RMB 30000000 (including RMB 1000000 received on December 29 2023 and RMB

29000000 received on January 3 2024). The relevant land expropriation work is currently in progress.

215Changchai Company Limited Annual Report 2025

XVIII. Notes of Main Items in the Financial Statements of the Company as the Parent

1. Accounts Receivable

(1) Disclosure by Aging

Unit: RMB

Aging Ending carrying amount Beginning carrying amount

Within one year (including 1 year) 428915050.18 421962024.85

One to two years 838239.49 6757507.16

Two to three years 1013190.45 936696.44

More than three years 94742934.74 99831716.27

Three to four years 895540.14 4041196.12

Four to five years 3627859.05 4363228.39

Over 5 years 90219535.55 91427291.76

Total 525509414.86 529487944.72

(2) Disclosure by Withdrawal Methods for Bad Debts

Unit: RMB

Ending balance Beginning balance

Bad debt Bad debt

Carrying amount Carrying amount

provision provision

Categor

y Withd Carrying Withd Carrying

Propo rawal value Propo rawal value

Amount Amount Amount Amount

rtion propor rtion propor

tion tion

Accoun

ts

receiva

ble

withdra

wal of

1558402.97155840100.01410792.66141079100.0

Bad 0.00 0.00

15.34%15.340%82.76%82.760%

debt

provisio

n

separate

ly

accrued

216Changchai Company Limited Annual Report 2025

Of

which:

Accoun

ts

receiva

ble

withdra

50992597.0387572517.1742235251537997.3490433217.55424946

wal of

399.52%58.80%840.72961.96%95.55%666.41

bad

debt

provisio

n of by

group

Of

which:

Accoun

ts

receiva

ble with

provisio

n for

bad

debts 509925 97.03 875725 17.17 422352 514704 97.21 904332 17.57 424270

based 399.52 % 58.80 % 840.72 286.47 % 95.55 % 990.92

on

credit

risk

charact

eristics

portfoli

o

525509103156422352529487104541424946

Total —— —— —— ——

414.86574.14840.72944.72278.31666.41

Provision for bad debts assessed individually: RMB15584015.34 including significant impairment items totaling

RMB13532178.26. The details are as follows:

Unit: RMB

Beginning balance Ending balance

Withdraw

Name ReasonCarrying Bad debt Carrying Bad debt al

for

amount provision amount provision proportio

withdraw

n

217Changchai Company Limited Annual Report 2025

Difficult

Customer 1 0.00 0.00 3543464.15 3543464.15 100.00%

to recover

Difficult

Customer 2 2584805.83 2584805.83 2584805.83 2584805.83 100.00%

to recover

Difficult

Customer 3 2797123.26 2797123.26 2254860.60 2254860.60 100.00%

to recover

Difficult

Customer 4 1902326.58 1902326.58 1902326.58 1902326.58 100.00%

to recover

Difficult

Customer 5 1759397.30 1759397.30 1682721.03 1682721.03 100.00%

to recover

Difficult

Customer 6 1564000.07 1564000.07 1564000.07 1564000.07 100.00%

to recover

Total 10607653.04 10607653.04 13532178.26 13532178.26 -- --

Withdrawal of bad debt provision by group:

Unit: RMB

Ending balance

Item

Carrying amount Bad debt provision Withdrawal proportion

Within 1 year 428712502.11 8574250.04 2.00 %

1 to 2 years 838239.49 41911.97 5.00 %

2 to 3 years 1013190.45 151978.57 15.00%

3 to 4 years 372577.04 111773.11 30.00%

4 to 5 years 740613.29 444367.97 60.00%

Over 5 years 78248277.14 78248277.14 100.00%

Total 509925399.52 87572558.80

Please refer to the relevant information of disclosure of bad debt provision of other accounts receivable if

adopting the general mode of expected credit loss to withdraw bad debt provision of accounts receivable.□ Applicable √ Not applicable

(3) Bad Debt Provision Withdrawal Reversed or Recovered in the Current Period

Unit: RMB

Changes in the current period

Beginning

Category Ending balance

balance Reversed orWithdrawal Verification Others

recovered

Bad debt

provision

14107982.763499405.88553262.661470110.6415584015.34

accrued by

item

218Changchai Company Limited Annual Report 2025

Withdrawal

of bad debt

90433295.55-2860736.7587572558.80

provision by

group

Total 104541278.31 638669.13 553262.66 1470110.64 103156574.14

(4) Accounts Receivable Written-off in Current Period

Unit: RMB

Item Written-off amount

Accounts receivable with actual verification 1470110.64

Of which the verification of significant accounts receivable:

Unit: RMB

Arising from

Nature of the Verification

Name of the Reason for related-party

accounts Verified amount procedures

entity verification transactions or

receivable performed

not

The portion

Accounts

unrecoverable Minutes of the

Customer 1 receivable for 1470110.64 No

after mutual Executive Office

goods

mediation

Total 1470110.64

(5) Top 5 of the Ending Balance of the Accounts Receivable and the Contract Assets Collected according to

Arrears Party

Unit: RMB

Ending balance

Proportion to of bad debt

Ending balance total ending provision of

Ending balance Ending balance

Name of the of accounts balance of accounts

of accounts of contract

entity receivable and accounts receivable and

receivable assets

contract assets receivable and impairment

contract assets provision for

contract assets

Customer 1 268525021.53 0.00 268525021.53 51.10% 5370500.43

Customer 2 32598371.99 0.00 32598371.99 6.20% 651967.44

Customer 3 24345164.30 0.00 24345164.30 4.63% 486903.29

Customer 4 18747411.60 0.00 18747411.60 3.57% 374948.23

Customer 5 16814723.38 0.00 16814723.38 3.20% 336294.47

219Changchai Company Limited Annual Report 2025

Total 361030692.80 0.00 361030692.80 68.70% 7220613.86

2. Other Receivables

Unit: RMB

Item Ending balance Beginning balance

Dividend receivable 7165080.00

Other receivables 20239727.26 17123687.65

Total 20239727.26 24288767.65

(1) Dividend receivable

Unit: RMB

Projects (or Investee Entities) Ending balance Beginning balance

Jiangsu Bank 2024 Interim

7165080.00

Dividend Announcement

Total 7165080.00

(2) Other Receivables

1) Other Receivables Classified by Accounts Nature

Unit: RMB

Nature Ending carrying value Beginning carrying value

Related-party transactions within

15000000.0031828957.95

the consolidation scope

Margin and cash pledge 1300.00 1300.00

Other entity current accounts 20326696.60 20438842.07

Accounts receivable for

3348087.00

compensation

Petty cash and borrowings by

773766.34763839.63

employees

Other 13683078.59 13697080.26

Total 53132928.53 66730019.91

2)Disclosure by Aging

Unit: RMB

Aging Ending carrying amount Beginning carrying amount

220Changchai Company Limited Annual Report 2025

Within 1 year (including 1 year) 4957985.45 5982988.63

1 to 2 years 172411.06 11494533.03

2 to 3 years 6104059.03 16754590.84

Over 3 years 41898472.99 32497907.41

3 to 4 years 9176485.76 281647.36

4 to 5 years 12802.00 30300.00

Over 5 years 32709185.23 32185960.05

Total 53132928.53 66730019.91

3)Disclosure by Withdrawal Methods for Bad Debts

Provision for bad debts based on general model of expected credit losses

Unit: RMB

First stage Second stage Third stage

Expected loss in the

Bad debt provision Expected credit Expected loss in theduration (credit Total

loss of the next 12 duration (credit

impairment not

months impairment occurred)

occurred)

Balance of 1

38895.0844388.9849523048.2049606332.26

January 2025

Balance of 1

January 2025 in the —— —— —— ——

Current Period

--Transfer to

-8620.558620.55

Second stage

-- Transfer to Third

stage

-- Reverse to

Second stage

-- Reverse to First

stage

Withdrawal of the

68885.1831846.8029000.00129731.98

Current Period

Reversal of the

16842862.9716842862.97

Current Period

Write-offs of the

Current Period

221Changchai Company Limited Annual Report 2025

Verification of the

Current Period

Other changes

Balance of 31

99159.7184856.3332709185.2332893201.27

December 2025

Changes of carrying amount with significant amount changed of loss provision in the current period

□ Applicable √ Not applicable

4)Bad Debt Provision Withdrawn Reversed or Recovered in the Current Period

Withdrawal of bad debt provision:

Unit: RMB

Changes in the current period

Beginning

Category Charged-o

Ending

balance Reversed orWithdrawal ff/Written- Others balance

recovered

off

Bad debt

provision

22444827.5016842862.975601964.53

separately

accrued

Withdrawal

of bad debt

27161504.76129731.9827291236.74

provision by

group

Total 49606332.26 129731.98 16842862.97 32893201.27

5)Top 5 of the Ending Balance of Other Receivables Collected according to the Arrears Party

Unit: RMB

Proportion to

Ending

total ending

balance of

Name of the entity Nature Ending balance Aging balance of

bad debt

other

provision

receivables %

Related-party

Changzhou Changchai transactions

Benniu Diesel Engine within the 15000000.00 2-4 years 28.23%

Fittings Co. Ltd. consolidation

scope

222Changchai Company Limited Annual Report 2025

Changzhou Xinbei

Accounts

District Sanjing Street

receivable for Within 1

Housing Expropriation 3348087.00 6.30% 66961.74

compensatio year

and Compensation

n

Service Center

Changzhou Compressor Current

2940000.00 Over 5 years 5.53% 2940000.00

Factory accounts

Changchai Group Imp. Current

2853188.02 Over 5 years 5.37% 2853188.02

& Exp. Co. Ltd. accounts

Changzhou New District Current

1626483.25 Over 5 years 3.06% 1626483.25

Accounting Center accounts

Total 25767758.27 48.49% 7486633.01

3. Long-term Equity Investment

Unit: RMB

Ending balance Beginning balance

Item Carrying Depreciation Carrying Carrying Depreciation Carrying

amount reserves value amount reserves value

Investment to 871339449. 871339449. 875279449. 868279449.

7000000.00

subsidiaries 94 94 94 94

Investment to

joint ventures

and 44182.50 44182.50 44182.50 44182.50

associated

enterprises

871383632.871339449.875323632.868279449.

Total 44182.50 7044182.50

44944494

(1) Investment to Subsidiaries

Unit: RMB

Beginni Increase/decrease for the current period

Ending

ng

Beginning Withdra Ending balance

balance

balance Addition wal ofReduced balance ofInvestee of

(carrying al impairinvestmen Others (Carrying depreciadeprecia

value) investme mentt value) tiontion nt provisi reserve

reserve on

223Changchai Company Limited Annual Report 2025

Changchai

Wanzhou 5100000 5100000

Diesel Engine 0.00 0.00

Co. Ltd.Changzhou

Changchai

96466509646650

Benniu Diesel 0.00

0.000.00

Engine Fittings

Co. Ltd.Changzhou

Changniu 964665 9646650

Machinery 00.00 0.00

Co. Ltd.Changzhou

Horizon 4000000 4000000

Investment 0.00 0.00

Co. Ltd.Changzhou

Changchai

Horizon 700000 7000000. 700000

0.000.00

Agricultural 0.00 00 0.00

Equipment

Co. Ltd.Changzhou

Fuji Changchai

Robin 4728623 4728623

Gasoline 0.03 0.03

Engine Co.Ltd.Jiangsu

Changchai 5918359 5918359

Machinery 19.91 19.91

Co. Ltd.ChangzhouXin

gsheng

1000000.1000000.

Property

0000

Management

Co. Ltd.

224Changchai Company Limited Annual Report 2025

Zhenjiang

Siyang Diesel

40690803060004375080

Engine

0.000.000.00

Manufacturing

Co. Ltd.

868279470000099526510346657000008713394

Total 0.00

49.940.0000.0000.000.0049.94

(2) Investment to Joint Ventures and Associated Enterprises

Unit: RMB

Increase/decrease for the current period

Begin Begin Gains Cash Endi Endin

ning ning and Cha bonus Withd ng g

balan balanc losses Adjustm nges or rawal balan balanc

Investe ce e of Additi Reduc recog ent of of profit of ce e of

e (carry deprec onal ed nized other Othothe s impair (Carr deprec

ing iation invest invest under compreh ersr annou ment ying iation

value reserv ment ment the ensive equit nced provis value reserv

) e equity income y to ion ) e

metho

issue

d

I. Joint ventures

Subtot

0.000.000.000.00

al

II. Associated enterprises

Beijing

Tsingh

ua

Xingye

Industr

ial 44182 44182

0.000.00

Invest .50 .50

ment

Manag

ement

Co.Ltd.Subtot 44182 44182

0.000.00

al .50 .50

Total 0.00 44182 0.00 44182

225Changchai Company Limited Annual Report 2025.50.50

The recoverable amount is determined based on the net amount of the fair value minus disposal costs

□ Applicable √ Not applicable

The recoverable amount is determined by the present value of the forecasted future cash flow.□ Applicable √ Not applicable

The reason for the discrepancy between the foregoing information and the information used in the impairment

tests in prior years or external information: Not applicable

The reason for the discrepancy between the information used in the Company's impairment tests in prior years and

the actual situation of those years: Not applicable

4. Operating Revenue and Cost of Sales

Unit: RMB

Reporting Period Same period of last year

Item

Operating revenue Cost of sales Operating revenue Cost of sales

Main operations 2177379746.49 1975496043.13 2152289877.26 1923630912.50

Other operations 127932965.74 118401110.19 109306807.66 102287240.76

Total 2305312712.23 2093897153.32 2261596684.92 2025918153.26

Breakdown information of operating income and operating cost:

Unit: RMB

Category of Segment 1 Total

contracts Operating Revenue Operating cost Operating Revenue Operating cost

Business Type

Of which:

Single-cylinder

1039065471.40956261219.231039065471.40956261219.23

diesel engines

Multi-cylinder

1036670744.76931816500.681036670744.76931816500.68

diesel engines

Other products 57176337.41 52482133.87 57176337.41 52482133.87

Fittings 44467192.92 34936189.35 44467192.92 34936189.35

Classification by

operating region

Of which:

Sales in domestic

1801833299.151631360478.281801833299.151631360478.28

market

Export sales 375546447.34 344135564.85 375546447.34 344135564.85

Total 2177379746.49 1975496043.13 2177379746.49 1975496043.13

Information in relation to the transaction price apportioned to the residual contract performance obligation:

226Changchai Company Limited Annual Report 2025

The amount of revenue corresponding to performance obligations of contracts signed but not performed or not

fully performed yet was RMB0 at the period-end.

5. Investment Income

Unit: RMB

Item Reporting Period Same period of last year

Investment income from disposal of

6048202.026671015.98

held-for-trading financial assets

Dividend income from holding of other equity

5016960.0018163080.00

instrument investment

Interest income from holding of debt obligation

499990.25

investments

Accounts receivable financing-discount interest of

-2155823.30-2778698.46

bank acceptance bills

Income from refinancing operations 95937.38

Gains and losses from debt restructuring -51260.02

Total 8858078.70 22651325.15

XIX. Supplementary Materials

1. Items and Amounts of Non-recurring Profit or Loss

√ Applicable □ Not applicable

Unit: RMB

Item Amount Note

Gain or loss on disposal of non-current assets 36192896.62

During the reporting period the

company recognized government

subsidies amounting to RMB

19536041.34 in the current profit

Government subsidies charged to current profit or loss and loss. After deducting

(exclusive of government subsidies given in the government subsidies related to

Company’s ordinary course of business at fixed 15437236.88 assets transferred from deferred

quotas or amounts as per the government’s uniform income amounting to RMB

standards) 3409729.46 and job stabilization

subsidies amounting to RMB

689075.00 the government

subsidies recognized in

non-recurring profit and loss for

the current period amounted to

227Changchai Company Limited Annual Report 2025

RMB 15437236.88.Gains or losses from changes in fair value of financial

assets and liabilities held by non-financial enterprises

and gains or losses from disposal of financial assets -13253234.92

and liabilities except for effective hedging activities

related to the company's normal business operations

Gains or losses from entrusting others with

789983.38

investments or asset management

Reversal of impairment provisions for receivables that

567167.68

have undergone separate impairment testing

Gains or losses from debt restructuring -42868.87

Other non-operating income and expenses other than

-1163570.19

the above

Less: Income tax effects 8030670.45

Non-controlling interests effects (after tax) 249531.51

Total 30247408.62

Others that meet the definition of non-recurring gain/loss:

□ Applicable √ Not applicable

No such cases in the Reporting Period.Explain the reasons if the Company classifies any extraordinary gain/loss item mentioned in the Explanatory

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

Public—Non-recurring Gains and Losses as a recurrent gain/loss item

□ Applicable √ Not applicable

2. Return on Equity and Earnings Per Share

Weighted average ROE EPS (Yuan/share)

Profit as of Reporting Period

(%) EPS-basic EPS-diluted

Net profit attributable to ordinary

1.49%0.07200.0720

shareholders of the Company

Net profit attributable to ordinary

shareholders of the Company after

0.60%0.02920.0292

deduction of non-recurring profit

or loss

228Changchai Company Limited Annual Report 2025

3. Differences between Accounting Data under Domestic and Overseas Accounting Standards

(1) Differences between Disclosed Net Profits and Net Assets in Financial Report in accordance with

International Accounting Standards and Chinese Accounting Standards

□ Applicable? Not applicable

(2) Differences between Disclosed Net Profits and Net Assets in Financial Report in accordance with

Overseas Accounting Standards and Chinese Accounting Standards

□ Applicable? Not applicable

(3) Explain Reasons for the Differences between Accounting Data Under Domestic and Overseas

Accounting Standards; for Any Adjustment Made to the Difference Existing in the Data Audited by the

Foreign Auditing Agent Such Foreign Auditing Agent's Name Shall Be Clearly Stated

□ Applicable? Not applicable

Changchai Company Limited

The Board of Directors

14 April 2026

229

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