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苏常柴B:2022年年度报告(英文版)

深圳证券交易所 2023-04-12 查看全文

Changchai Company Limited Annual Report 2022

CHANGCHAI COMPANY LIMITED

ANNUALREPORT 2022

April 2023

1Changchai Company Limited Annual Report 2022

Part I Important Notes Table of Contents and Definitions

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

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

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

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

misrepresentations misleading statements or material omissions therein.Shi Xinkun the Company’s legal representative Zhang Xin the Company’s General Manager

and Jiang He head of the Company’s financial department (equivalent to financial manager)

hereby guarantee that the Financial Statements carried in this Report are factual accurate

and complete.All the Company’s directors have attended the Board meeting for the review of this Report

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

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

are kindly reminded to pay attention to possible investment risks.The Company has described in detail the risks it might face in “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 RMB0.10 (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 2022

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.........................46

Part V Environmental and Social Responsibility...... 65

Part VI Significant Events.......................... 66

Part VII Share Changes and Shareholder Information...77

Part VIII Preferred Shares...........................86

Part IX Bonds....................................... 87

Part X Financial Statements..........................88

3Changchai Company Limited Annual Report 2022

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 2022

Definitions

Term Definition

“Changchai” the “Company” or Changchai Company Limited and its consolidated

“we” subsidiaries 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 EquipmentCo. Ltd.Changchai Robin Changzhou Fuji Changchai Robin Gasoline Engine Co.Ltd.Xingsheng Real Estate Management Changzhou Xingsheng Real Estate Management Co. Ltd.Changchai Machinery Jiangsu Changchai Machinery Co. Ltd.Zhenjiang Siyang Zhenjiang Siyang Diesel Engine Manufacturing Co. Ltd.RMB RMB’0000 Expressed in the Chinese currency of Renminbi expressedin tens of thousands of Renminbi

The “Reporting Period” or “CurrentPeriod” The period from 1 January 2022 to 31 December 2022

5Changchai Company Limited Annual Report 2022

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) CHANGCAHI CO.LTD.Legal representative Shi Xinkun

Registered address 123 Huaide Middle Road Changzhou Jiangsu China

Registered addresses previously used N/A

Zip code 213002

Office address 123 Huaide Middle Road Changzhou Jiangsu China

Zip code 213002

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

Email address cctqm@public.cz.js.cn

II Contact Information

Board Secretary Securities Representative

Name He Jianjiang

123 Huaide Middle Road

Address

Changzhou Jiangsu China

Tel. (86)519-68683155

Fax (86)519-86630954

Email address cchjj@changchai.com

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

Newspapers designated by the Company for

Securities Times Ta Kung Pao (HK)

information disclosure

Website designated by CSRC for publication of

http://www.cninfo.com.cn

this Report

Place where this Report is lodged Board Secretariat of the Company

IV Change to Company Registered Information

Unified social credit code 91320400134792410W

6Changchai Company Limited Annual Report 2022

Change to principal activity of the

No change

Company since going public

On 22 November 2018 the State-owned Assets Supervision and

Administration Commission of Changzhou Municipal People’s

Every change of controlling Government transferred its entire holdings of 170845236 shares in the

shareholder since incorporation 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 Gongzheng Tianye Certified Public Accountants LLP

Office address Yingtong Commerce Building Changzhou Jiangsu China

Accountants writing signatures Wang Wenkai Qin Zhijun

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

Reporting Period:

√ Applicable □ Not applicable

Name Office address Representatives Supervision period

10/F China Industrial

China Industrial Securities Plaza 36 Wang Lingxiao Li 5 July 2021-31

Securities Co. Ltd. Changliu Road Pudong Lihong December 2022

New District Shanghai

6/F Donghai Securities

Donghai Securities Co. Plaza 1928 Dongfang 5 July 2021-31

Wang Jiangqin Xu Qin

Ltd. Road Pudong New District December 2022

Shanghai

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

2022-over-2021

202220212020

change (%)

Operating revenue

2182043095.612452430515.60-11.03%2296464711.24

(RMB)

Net profit attributable to

the listed company’s 76684796.91 103006232.54 -25.55% 52432443.05

shareholders (RMB)

Net profit attributable to

-73636511.025329092.87——25483147.57

the listed company’s

7Changchai Company Limited Annual Report 2022

shareholders before

exceptional gains and

losses (RMB)

Net cash generated

from/used in operating 364930277.84 -266323779.30 —— 251796654.53

activities (RMB)

Basic earnings per share

0.10870.1657-34.40%0.0934

(RMB/share)

Diluted earnings per

0.10870.1657-34.40%0.0934

share (RMB/share)

Weighted average return

2.51%3.86%-1.35%2.40%

on equity (%)

Change of 31

31 December December 2022

31 December 2022 31 December 2020

2021 over 31 December

2021(%)

Total assets (RMB) 5219359853.42 4860382961.26 7.39% 3952954464.45

Equity attributable to the

listed company’s 3284710665.90 3077550018.33 6.73% 2273349347.02

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

Item 2022 2021 Note

Production and sales of the

Operating revenue (RMB) 2182043095.61 2452430515.60 Company’s primary products ofdiesel engines gasoline engines

etc.Deductions from operating Other business revenue than the

revenue (RMB) 36475111.66 48310768.54 main operations

Operating revenue exclusive of

deductions (RMB) 2145567983.95 2404119747.06

Diesel engines gasoline engines

and accessories

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

8Changchai Company Limited Annual Report 2022

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 675718729.65 502503762.39 545599669.07 458220934.50

Net profit attributable to the

-31087265.8316491996.22150405621.57-59125555.05

listed company’s shareholders

Net profit attributable to the

listed company’s shareholders

-12317891.456508531.38-5566500.16-62260650.79

before exceptional gains and

losses

Net cash generated from/used in

-47199474.48-27101026.64-8250338.30447481117.26

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 2022 2021 2020 Note

Gain or loss on disposal of

non-current assets (inclusive

393161.73155515.49263408.53

of impairment allowance

write-offs)

Government grants through

profit or loss (exclusive of

government grants

consistently given in the

Company’s ordinary course 3774298.59 4268950.18 7763215.65

of business at fixed quotas or

amounts as per

governmental policies or

standards)

Capital occupation charges

344842.86

on non-financial enterprises

9Changchai Company Limited Annual Report 2022

that are recognized in profit

or loss

Increase in the fair

Gain or loss on fair-value value of the

Company’s interest

changes on held-for-trading in Jiangsu Horizon

financial assets and New Energy

liabilities & income from Technology Co.disposal of held-for-trading Ltd. as well asdecreased prices of

financial assets and

162319373.53 114738153.54 27526935.85 the shares held by

liabilities and wholly-owned

available-for-sale financial subsidiary HorizonInvestment in

assets (exclusive of the Jiangsu Liance

effective portion of hedges Electromechanical

that arise in the Company’s Technology Co.Ltd. and Kailong

ordinary course of business) High Technology

Co. Ltd.Reversed portions of

impairment allowances for

30000.00147611.25

receivables which are tested

individually for impairment

Non-operating income and

1735346.512400863.71-1571453.49

expense other than the above

Negative goodwill due to

business combination not 1904132.58

under common control

Less: Income tax effects 19859063.58 24027164.56 7122148.63

Non-controlling

-24058.576789.94255505.29

interests effects (net of tax)

Total 150321307.93 97677139.67 26949295.48 --

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 2022

Part III Management Discussion and Analysis

I Industry Overview for 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

The internal combustion engine is an important support for China's manufacturing industry security energy

security and national defense security and an important basic industry of national economy and national defense

construction. The internal combustion engine is the most power-dense thermally efficient and widely used heat

engine power unit.In order to implement the national overall development strategy of energy conservation emission reduction

transformation and upgrading the internal combustion engine industry and agricultural machinery industry will

strengthen independent innovation and research and development accelerate the construction of a common basic

technology platform optimize the construction of the upstream and downstream industry chain implement

intelligent manufacturing and actively carry out international exchange and cooperation to accelerate the

realization of industrial technology upgrading.

(2) Development pattern and trend of the industry

In terms of policies at the beginning of 2023 the 20th No. 1 Document guiding the work on agriculture rural

areas and farmers issued by the central government demonstrated the government’s intention to attach greater

importance to agriculture and strengthen agricultural development. In a bid to do so the government will step up

efforts to enhance agricultural science and technology and provide more equipment drive to tackle key problems

of key and core technologies in agriculture and make agricultural machinery more intelligent and automated. In

terms of industry concerns the upgrade and conversion to products that meet the National Emission Standard IV

raise challenges to enterprises. At the end of 2022 the central government appropriated RMB211.5 billion of

agriculture-related transfer payment funds for 2023 in advance including RMB14.5 billion for subsidies of

agricultural machinery procurement and application. The central government allocated substantive funds for

subsidies and implemented policies to strengthen agriculture and benefit farmers indicating that the state will

continue to attach great importance to agricultural mechanization.In terms of industrial development after a ten-year golden period of development since 2016 the entire

agricultural machinery industry has entered a period of deep adjustment that has lasted for years. Although

short-term explosive growth was seen in 2020 it went down again entering a phase of updating existing

machinery from the growth of new machine procurement. 2022 the first year of switching to the National

Emission Standard IV for Non-road Vehicles the agricultural machinery industry faced pressures such as the

shrinking of the demand side premature market overdraft participation of tycoons from other industries and the

impact of new energy market on the traditional market. Currently multiple segmented scenarios still require

all-weather and continuous input and output which is an advantage of diesel engines that cannot be substituted in

a short time. Furthermore new development opportunities have been brought about in the process of national

strategic deployment and acceleration of transformation and upgrade. Therefore the traditional market of

agricultural machinery still has a brilliant future.

11Changchai Company Limited Annual Report 2022

China's diesel engine and gasoline engine industries present a pattern of multiple competitions. As the state adopts

increasingly strict environmental protection policy and the emission standards continue to upgrade the core

technology and key parts of internal combustion engines will be rapidly developed and applied and the research

development promoting and application of environmentally friendly and efficient diesel engines and gasoline

engines will become the mainstream trend which promotes the wide use of the fuel injection system

high-efficiency supercharger and high-efficiency after-treatment. In the new normal the internal combustion

engine industry and agricultural machinery industry will improve the industry's capability of independent

innovation support the whole machine development and organize and implement green manufacturing and

intelligent manufacturing so as to improve the overall strength of the industry. The market share of diesel and

gasoline engines is gradually concentrated in a few large-scale enterprises with technical and capital strength.The present development trend of internal combustion engine industry is as follows: (1) energy saving and

emission reduction; (2) intelligent manufacturing; (3) lightweight. Medium- and low-end internal combustion

engines with low technical content and low added value will be gradually squeezed out of the market. The

upgrade of emission standards and the market's demand for high-end products will eliminate those small

enterprises with low level of research and development or less technology reserves.

(3) Sales of internal combustion engine industry in 2022

The total volume of the market dropped significantly due to factors such as subsidy policy change tight supply

chain upgrading of the National Emission Standard IV for Non-road Vehicles and intensified existing

competition. The total sales of internal combustion engines in 2022 were 43154700 units a decrease of 14.51%

compared to 2021. The total sales of diesel engines for the year were 4286600 units down by 29.82% year on

year. Specifically 837200 engines for construction machinery 1222300 engines for agricultural machinery

39700 engines for shipborne machinery and 311700 engines for electricity generation were sold. The sales of

gasoline internal combustion engines were 38856000 a drop of 12.39% year on year.On the whole the internal combustion engine market showed a declining tendency for the whole year with the

construction and agricultural machinery still showing an adjustment trend. The agricultural machinery industry

faced a major shakeout focusing on the switching of products that meet the China IV emission standards for

non-road mobile machinery. According to the information on the subsidies of agricultural machinery procurement

the main terminal products that need to be upgraded to meet China IV emission standards are large and medium

tractors wheat harvesters forage harvesters and spray rod-type sprayers. The market paid more attention to

whether they can be adequately verified to meet China IV emission standards and whether mass production can be

realized. In the second half of 2022 the sales of large and medium tractors wheat harvesters and corn harvesters

peaked showing that the traditional demand cycle was altered.In terms of the segments of the internal combustion engine market in 2022 897300 units of construction

machinery were sold down by 21.00% year on year; 4141300 units of agricultural machinery were sold down

by 22.87% year on year; 39700 units of shipborne machinery were sold down by 1.18% year on year; 1253000

units of generator sets were sold down by 19.02 year on year; and 1645400 units of horticultural machinery

were sold down by 34.15% year on year. Compared with last year the year-over-year growth of all kinds of

machinery was negative.Due to the impact of international trade and the characteristics of the enterprise scale the internal combustion

engine industry was steady and showed a positive trend on the whole. In 2022 the total volume of imports and

exports was USD30086 million down by 2.47% year on year; specifically the import volume was USD8803

million down by 18.63% year on year and the export volume was USD21284 million up by 6.27% year on year.

12Changchai Company Limited Annual Report 2022

II 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 light commercial vehicles 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

Graphic display Product description

products features fields

Our diesel engine products include

single-cylinder diesel engines and

High power low Agricultural

multi-cylinder engines covering

oil consumption machinery

power range from 1.62kW to

low noise construction

Diesel 117.6kW and cylinder diameters from

compact machinery

engine 65mm to 135mm with one or more

structure low generator sets

cylinders. Besides sale in domestic

emission good shipborne

market our diesel engines are sold to

reliability machinery

Southeast Asia South America the

Middle East and Africa.Our gasoline engines are mainly

general-purpose small gasoline

engines covering the power range Simple structure Agricultural

Gasoline from 1.5kW to 7.0kW. Besides sale in good reliability machinery small

engine domestic market our gasoline engines easy construction

are sold to Southeast Asia the Middle maintenance machinery

East Europe and 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

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

13Changchai Company Limited Annual Report 2022

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 various departments of the state have introduced a series of preferential policies to encourage the

development of internal combustion engine industry. In terms of agricultural machinery the central government

has taken solving the problems relating to "agriculture rural areas and farmers" as the top priority of the work of

the Party and the government and issued a series of policies to benefit farmers creating a good atmosphere for

promoting the development of agriculture and economy and society in rural areas; in terms of construction

machinery the strategy of "western development" the "eight vertical and eight horizontal" high-speed railway

network plan and the policy of "new rural construction" have all created a good policy environment for the

application of internal combustion engine in downstream construction machinery.

(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

14Changchai Company Limited Annual Report 2022

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 construction machinery and

commercial vehicles show excellent performance in power range reliability power per litre 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.III Core Competitiveness Analysis

1. Advantages in Brand

Changchai is a national industrial enterprise with a history of over one hundred years. It is one of the earliest

professional manufacturers of internal combustion engines in China. The brand "Changchai" is the earliest

domestic trademark of production goods known as China's well-known trademarks. The diesel engine of

"Changchai" brand is China's brand-name product. The enterprise has been certified by ISO9001 and IATF16949

quality systems ISO14001 environmental management system IATF16949 automotive product quality

management system and accessed to the national export-free enterprise qualification. Changchai was honorably

ranked among “the Top One Hundred Chinese Enterprises in Engineering Industry” and “China PacesetterEnterprise of Industrial Industry” for several times and was awarded the honorary title of “State-level Enterpriseof Observing Contracts and Keeping Promise” “China's Agricultural Machinery Parts and Components LeadingEnterprises” “China's Agricultural Machinery AAA Credit Enterprise” “Quality Management Excellence Awardof Jiangsu Province” and “Mayor Quality Award of Changzhou City”. The Company has been among the 10

users’ most satisfied leading brands in “Jing Geng” competition for many years. In 2022 the Company was

awarded honorary titles such as Top 500 Machinery Industry In China National Demonstration Enterprise of

Product and Service Quality Integrity National Quality Leader of Internal Combustion Engine Industry National

Quality Leading Brand of Internal Combustion Engine Industry Product with Guaranteed Quality and Reputation

in China Stable Qualified Product in National Quality Inspection Top Ten Enterprises of Agricultural Machinery

and Equipment Industry in Jiangsu Province and Three Star Enterprise in Changzhou. For many years in the

process of achieving steady economic development of the enterprise we developed in a sound manner and

cultivated the “Changchai” brand a famous small diesel engine brand of China with independent intellectual

property rights.

2. Advantages in Technology

The Company has a state-level technology center and post-doctoral research station and a research center of small

and medium-power internal combustion engine engineering and technology in Jiangsu Province. Currently it is

mainly engaged in production of small and medium-power single-cylinder and multi-cylinder diesel engine. It has

a complete product range a wide power level coverage a high reputation and intellectual property rights for its

main products. During the Reporting Period the Company obtained the Re-assessment Certificate of the National

Enterprise Technology Centre and seven models including EH36 and ZN490B were recognized as High-tech

15Changchai Company Limited Annual Report 2022

Products of Changzhou City. In addition the Company won the honor of the research and development base of the

intelligent and lightweight diesel engine of the agricultural machinery and equipment industry in Jiangsu Province.During the Reporting Period the Company was granted 23 patents. As of the end of 2022 it has a total of 159

valid patents at home and abroad including 13 invention patents.

3. Advantages in Marketing

Changchai has built up a sales service network covering the whole country with 5 sales business units 26 sales

service centers and 698 designated maintenance stations. In addition in order to meet the National Emission

Standard IV for Non-Road Vehicles and provide better after-sales service for customers a service monitoring

platform with Changchai characteristics has been put in place. With a perfect diesel sales service network system

the Company is able to provide high quality efficient and timely services for customers.IV Core Business Analysis

1. Overview

In 2022 the domestic and international political and economic situation was complex and volatile. China’s

economy continued to face multiple pressures such as shrinking demand supply interruptions and weakened

expectations. The total volume of the market dropped due to factors such as subsidy policy change tight supply

chain upgrading of the National Emission Standard IV for Non-road Vehicles and intensified existing

competition. Facing the new normal of the complicated and volatile development and declining trend of the

agricultural machinery industry the Company united all employees and further focused on products market and

quality to seek progress while maintaining stability and innovation. The Company spared no effort to advance the

implementation of the annual operation policy and objectives effectively combined product operation and capital

management and accelerated production upgrade and industrial chain expansion to maintain a stable and orderly

development tendency. During the Reporting Period the Company sold approximately 607300 diesel engines

gasoline engines and generator sets including approximately 147000 gasoline engines generating total sales

revenue of RMB2.182 billion a decrease of 11.03% year-on-year.In terms of product development and support the Company completed the development and support certification

for mainstream models of single-cylinder and multi-cylinder engines that met the National Emission Standard IV

for Non-road Vehicles and launched them to the market through mass production. The Company orderly advanced

the extension of multi-cylinder engines’ upper and lower power ranges. The high-power multi-cylinder engines

were launched to the market through mass production after completing support verification and the optimized

multi-cylinder products with small cylinder diameters made breakthroughs in terms of the supporting fields. In

addition the development of the diesel outboard engine made phased progress and passed RCD MED EU

certification and CCS certification.In terms of market services domestic and overseas sales maintained the stability of the foundation and expanded

new markets. The single-cylinder orderly completed the switch of accessories that met the National Emission

Standard IV for Non-Road Engines of main engine factories and promoted the sales of products in the

non-agriculture fields by active guidance and network optimization. In terms of multi-cylinder engines the market

share of accessories in the key fields was increased. In addition the foreign trade market maintained sales growth

in core market segments and made breakthroughs in the emerging market. The Company stepped up efforts to

manage the appraisals of service sites in the service process and further optimized the resource allocation of the

service sites. The Company completed the function iteration and development of the remote monitoring platform

of engines which will provide effective technical support for the Company’s product design and development and

16Changchai Company Limited Annual Report 2022

the after-sales services of repair replacement and return.In terms of quality management the Company stepped up efforts to develop the quality management system

implemented the quality responsibility system strengthened the quality loss control of the entire production and

manufacturing process and effectively reduced quality loss. The Company organized to implement the

management review internal review of the quality system product review and process review and properly adjust

the content of the system documents based on reality and successfully passed the annual external audit of the

quality management system.In terms of internal management the Company continued to carry out the three-year action of special safety

rectification of safety production promoted the “safety code” in all respects made the hidden risk screening and

governance institutionalized and standardized and successfully passed the ISO14001 environmental system

supervision and review during the year. The Company initiated the standard implementation of the management

system of the integration of “information technology and industrialization” within the year and successfully

passed the assessment of the AA-grade integration of “information technology and industrialization” management

system. During the Reporting Period the Company adopted multiple measures to reduce costs and increase

efficiency to cope with the continuous rise in raw material prices at home and abroad. Great efforts were made to

resolutely crack down on infringements in the market and the Company’s intellectual property was effectively

safeguarded through innovative measures.In the Reporting Period the Company acquired 41.5% of the equity of Zhenjiang Siyang Diesel Engine

Manufacturing Co. Ltd. by bidding. On 16 May 2022 Zhenjiang Siyang convened a general meeting of

shareholders a meeting of the Board of Directors and a meeting of the Supervisory Committee to re-elect

members for the Board of Directors the Supervisory Committee and management. Zhenjiang Siyang has been

included in the consolidated financial statements of the Company.

2. Revenue and Cost Analysis

(1) Breakdown of Operating Revenue

Unit: RMB

20222021

As % of

As % of total

total Change (%)

Operating revenue operating Operating revenue

operating

revenue (%)

revenue (%)

Total 2182043095.61 100% 2452430515.60 100% -11.03%

By operating division

Internal

combustion 2145567983.95 98.33% 2404119747.06 98.03% -10.75%

engines

Other 36475111.66 1.67% 48310768.54 1.97% -24.50%

By product category

Diesel engines 1971005207.88 90.33% 2241032641.05 91.38% -12.05%

Gasoline

148144749.686.79%149717934.826.10%-1.05%

engines

Other 62893138.05 2.88% 61679939.73 2.52% 1.97%

17Changchai Company Limited Annual Report 2022

By operating segment

Domestic 1857845869.48 85.14% 2038317678.97 83.11% -8.85%

Overseas 324197226.13 14.86% 414112836.63 16.89% -21.71%

By marketing model

Distribution 770975653.30 35.33% 689413386.97 28.11% 11.83%

Direct sales 1411067442.31 64.67% 1763017128.63 71.89% -19.96%

(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 change

YoY change YoY change

Operating Gross profit in gross

Cost of sales in operating in cost of

revenue margin profit margin

revenue (%) sales (%)

(%)

By operating division

Internal

214556798192420935

combustion 10.32% -10.75% -6.22% -4.33%

3.950.48

engines

By product category

Diesel 197100520 179521408 8.92% -12.05% -6.77% -5.16%

engines 7.88 0.08

Gasoline 148144749. 125625016.

15.20%-1.05%-2.60%1.35%

engines 68 85

By operating segment

185784586163346007

Domestic 12.08% -8.85% -3.08% -5.23%

9.483.55

324197226.315216962.

Overseas 2.77% -21.71% -21.69% -0.03%

1397

By marketing model

770975653.678293018.

Distribution 12.02% 11.83% 18.49% -4.95%

3021

141106744127038401

Direct sales 9.97% -19.96% -16.17% -4.07%

2.318.31

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

□ Applicable √ Not applicable

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

√ Yes □ No

Operating

Item Unit 2022 2021 Change (%)

division

Diesel engines Unit sales Unit 458300 596279.00 -23.14%

18Changchai Company Limited Annual Report 2022

Output Unit 439604 601253.00 -26.89%

Inventory Unit 64867 83563.00 -22.37%

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

20222021

As % of As % of

Product

Item total cost total cost Change (%)

category Cost of sales Cost of sales

of sales of sales

(%)(%)

Diesel Raw 1560381852.91 80.07% 1659710451.07 79.61% -5.98%

engines materials

Diesel Labor cost 229434494.85 11.77% 240110930.78 11.52% -4.45%

engines

Diesel Depreciation 56624131.58 2.91% 71198110.78 3.42% -20.47%

engines

Diesel Energy 15340866.19 0.79% 30044125.27 1.44% -48.94%

engines

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

√ Yes □ No

The Sixth Extraordinary Meeting of the Board of Directors in 2021 held by the Company on 28 October 2021

deliberated on and approved the Proposal on Participation in Bidding for 41.5% Equity Interests in Zhenjiang

Siyang Diesel Engine Manufacturing Co. Ltd. authorizing the Management of the Company to participate in

bidding for 41.5% equity interest in Zhenjiang Siyang Diesel Engine Manufacturing Co. Ltd. (hereinafter referred

to as "Zhenjiang Siyang") that had been put out for sale by Jiangsu Keda Assets Marketing Co. Ltd. (hereinafter

“Keda Assets”). On 12 January 2022 Jiangsu Assets and Equity Exchange Co. Ltd. issued the Confirmation of

Transaction on the Transfer of 41.5% Equity Interests (Corresponding to Capital Contribution of RMB830000) in

Zhenjiang Siyang Diesel Engine Manufacturing Co. Ltd. The Company won the bid for the 41.5% equity

interests in Zhenjiang Siyang at a price of RMB33520800.00. On 23 February 2022 the Company signed the

Contract on Transfer of State-owned Property Rights with Keda Assets. On 9 March 2022 Zhenjiang Siyang has

completed the relevant registration alteration formalities with the competent industrial and commercial

administration. On 16 May 2022 Zhenjiang Siyang held meetings of shareholders the Board of Directors and the

Supervisory Committee to elect and appoint new members for the Board of Directors the Supervisory Committee

and management with the Company taking over half of the seats in the Board of Zhenjiang Siyang. As such

Zhenjiang Siyang has been included in the consolidated financial statements of the Company bringing the number

of consolidated subsidiaries to eight.

19Changchai Company Limited Annual Report 2022

(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) 1054121258.48

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

48.31%

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 for the As % of total sales revenue

No. Customer

Reporting Period (RMB) (%)

1 Customer 1 550073305.21 25.21%

2 Customer 2 207614866.65 9.51%

3 Customer 3 174674496.40 8.01%

4 Customer 4 66280122.00 3.04%

5 Customer 5 55478468.22 2.54%

Total -- 1054121258.48 48.31%

Other information about major customers:

□ Applicable √ Not applicable

Major suppliers:

Total purchases from top five suppliers (RMB) 288156794.05

Total purchases from top five suppliers as % of total purchases

of the Reporting Period (%) 18.39%

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 Period

No. Supplier As % of total purchases (%)

(RMB)

1 Supplier 1 128212300.00 8.18%

2 Supplier 2 57147375.28 3.65%

3 Supplier 3 43433746.37 2.77%

4 Supplier 4 35757706.62 2.28%

5 Supplier 5 23605665.79 1.51%

Total -- 288156794.05 18.39%

Other information about major suppliers:

□ Applicable √ Not applicable

20Changchai Company Limited Annual Report 2022

3. Expense

Unit: RMB

Reason for any

2022 2021 Change (%)

significant change

Selling expense 102630223.71 117242290.32 -12.46%

Administrative

119511189.7298890284.2220.85%

expense

Increased exchange

Finance costs -21589704.63 1203615.80 —— gains and interest

income

R&D expenses 81239597.06 82390284.14 -1.40%

4. R&D Investments

√ Applicable □ Not applicable

Major R&D Expected impact on the

Purpose Progress Specific objectives

project Company

Developing the

Optimizing and upgrading

multi-cylinder

based on the M series diesel

diesel engine with

engine. Increasing engine After the

small cylinder

Development power by adopting the implementation of the

diameters that can

project of the high-pressure common rail project the upgraded

meet the supporting

lightweight system electronic control diesel engine will have

requirements of rice In

low-emission technical route supercharger a broad and good

transplanters plant progress

diesel engine and post-processing market application

protection spray

of common rail technology to meet the prospects and will be

machines tractors

series National Emission Standard more competitive in the

small construction

IV for Non-Road Vehicles and market.machinery and

expand market supporting

horticultural

fields.machinery

Making an optimal design of

After the

the engine’s structure and

implementation of the

performance to significantly

Developing project the product will

improve product indicators

The power and efficient meet the requirements

such as reliability fuel

assembly R&D eco-friendly and of the National

In consumption and emission to

project of energy-saving Emission Standard IV

progress meet the advanced level of

diesel outboard power and for Non-road Vehicles

similar products abroad as

engines assembly of diesel and will have extensive

well as the requirements of

outboard engines. application scenarios

the National Emission

and broad market

Standard IV for Non-road

prospects.Vehicles.Development Developing In Realizing energy saving After the

21Changchai Company Limited Annual Report 2022

project of the efficient progress meeting the requirements of implementation of the

special diesel eco-friendly and the National Emission project the product will

engine of the energy-saving Standard IV for Non-road have salient advantages

high outboard engines Vehicles and meeting the in terms of power

horsepower supporting requirements of performance safety

outboard various types of small fishery economic efficiency

engines machinery by applying and environmental

high-performance protection and meet the

technologies such as diesel requirements of the

engine energy saving noise National Emission

reduction environmental Standard IV for

protection material saving Non-road Vehicles.and service life extension.Developing Diversifying the

Making major optimization of

lightweight Company’s products

the diesel engine’s structure

Development single-cylinder further expanding the

and performance to meet the

project of the water-cooled power market and

In advanced level of similar

special diesel high-speed diesel meeting non-emission

progress products abroad as well as the

engine of the engines to meet the regulatory requirements

requirements of the National

motorcycle power requirements can bring about new

Emission Standard IV for

of motor-tricycle in growth points for the

Three-wheelers.the market Company’s benefits.After the

Further making diesel engines

implementation of the

more technical and lowering

project the upgraded

the harmful substance

diesel engine will meet

Developing diesel emissions of diesel engines to

the requirements of the

Development engines that have make their indicators better

National Emission

project of higher performance In meet domestically advanced

Standard IV for

4G29 diesel and meet the progress level in terms of economic

Non-road Vehicles and

engine emission efficiency and power

drive the Company’s

requirements performance and meet the

non-road vehicle

requirements of the National

technologies to be more

Emission Standard IV for

mature and

Non-road Vehicles.well-developed.Development Developing Improving diesel engine’s After the

project of single-cylinder power performance economic implementation of the

single-cylinder diesel engines with efficiency of fuel and other project the product will

diesel engines a mechanical pump performance indicators as meet the requirements

In

with a that have higher well as service life and of the National

progress

mechanical performance and making the emission Emission Standard IV

pump that can meet the National indicators meet the National for Non-road Vehicles

meet the Emission Standard Emission Standard IV for in terms of the emission

National IV for Non-road Non-road Vehicles indicators and meet the

22Changchai Company Limited Annual Report 2022

Emission Vehicles supporting

Standard IV requirements of

for Non-road machinery bringing

Vehicles about new growth

points for the

Company’s benefits.After the

implementation of the

project the product will

Developing a

Conducting structural meet the requirements

higher-performance

Development optimization of diesel engine of non-road China IV

light multi-cylinder In

of V402 diesel components to improve vehicle emission

diesel engine that progress

engine product performance and regulations the

meets the emission

reliability. supporting

requirements

requirements of

machinery and market

demand.Conducting major design After the

Developing more optimization of the engine implementation of the

efficient structure and performance to project the product will

Development

environmentally improve the reliability fuel meet the requirements

of D15 diesel In

friendly and consumption emissions and of non-road China IV

outboard progress

energy-saving other indicators of the vehicle emission

engine

diesel-powered product so as to reach the regulations and open up

products advanced level of similar the market of ship

foreign products. machinery.After the

implementation of the

project the product

Improving the emission meets the market

Developing

Development characteristics and economic demand and makes the

efficient and

of characteristics of goods quality and

environmentally In

diesel-electric diesel-electric hybrid diesel logistics efficiency of

friendly progress

hybrid engines to enhance the energy the cold chain timely

diesel-powered

products efficiency endurance and safe and efficient

products

reliability. providing a

whole-procedure

temperature and quality

management solution.Details about R&D personnel:

2022 2021 Change (%)

Number of R&D

personnel 236 264 -10.61%

R&D personnel as % of 8.89% 9.55% -0.66%

23Changchai Company Limited Annual Report 2022

total employees

Educational background of R&D personnel

Bachelor’s degree 101 117 -13.68%

Master’s degree 7 13 -46.15%

Age structure of R&D personnel

Below 30 25 34 -26.47%

30~408495-11.59%

Details about R&D investments:

2022 2021 Change (%)

R&D investments (RMB) 81239597.06 82390284.14 -1.40%

R&D investments as % of operating

revenue 3.72% 3.36% 0.36%

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

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 2022 2021 Change (%)

Subtotal of cash generated from

2150597784.381878728640.4714.47%

operating activities

Subtotal of cash used in

1785667506.542145052419.77-16.75%

operating activities

Net cash generated from/used in

364930277.84-266323779.30——

operating activities

Subtotal of cash generated from

944067348.19385166151.68145.11%

investing activities

Subtotal of cash used in

1082020854.62850680343.3427.19%

investing activities

Net cash generated from/used in

-137953506.43-465514191.66——

investing activities

Subtotal of cash generated from

135437700.65711844747.79-80.97%

financing activities

Subtotal of cash used in

114312925.5445328892.65152.19%

financing activities

Net cash generated from/used in

21124775.11666515855.14-96.83%

financing activities

Net increase in cash and cash 247948744.46 -67537318.91 ——

24Changchai Company Limited Annual Report 2022

equivalents

Explanation of why any of the data above varies significantly:

√Applicable□ Not applicable

The significant year-on-year change in net cash generated from/used in operating activities was primarily because

the Company strengthened the collection of payments by customers destocked due to the rising emission

standards (resulting in decreased procurement expenditure) and discounted certain bank acceptance notes from

customers with high credit levels for cash management purposes in pursuit of higher income in the Reporting

Period.The significant year-on-year change in net cash generated from/used in investing activities was primarily due to

the Company’s acquisition of a 41.5% interest in Zhenjiang Siyang a capital increase to Jiangsu Horizon New

Energy Technology Co. Ltd. and the proper use of idle funds for cash management purposes in the Reporting

Period.The significant year-on-year change in net cash generated from/used in financing activities was primarily because

the Company raised a gross amount of RMB634999936.40 (net proceeds: RMB620665733.97) in a private

placement of 144318181 shares of the RMB-denominated ordinary stock (A-stock) last year while there were no

such financing activities 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 big difference between the net operating cash flow and the net profit for this Reporting Period was mainly

because of the impact on the current income of the fair value changes of the financial assets held by the Company

and the discounting of certain bank acceptance notes with high credit levels.V Analysis of Non-Core Businesses

√Applicable□ Not applicable

Unit: RMB

Amount As % of Source Recurrentgross profit or not

Return on 7969467.19 9.75% Stock dividends and income from cashinvestment management Yes

increased fair value of the Company’s

interest in Jiangsu Horizon New Energy

Gains/losses on Technology Co. Ltd. as well as the

changes in fair 145243457.17 177.75% decreased prices of the shares held by

value wholly-owned subsidiary Horizon

No

Investment in Jiangsu Liance

Electromechanical Technology Co. Ltd.and Kailong High Technology Co. Ltd.Asset impairment

loss -14367197.27 -17.58% Inventory valuation loss No

Non-operating Negative goodwill and amounts that

income 4257942.65 5.21% require no payment due to business Nocombination not under common control

Non-operating

expense 618463.56 0.76% Loss on retirement of non-current assets No

25Changchai Company Limited Annual Report 2022

VI Analysis of Assets and Liabilities

1. Significant Changes in Asset Composition

Unit: RMB

31 December 2022 1 January 2022 Change

As % As % of in Reason for any

Amount of total Amount total percenta significant change

assets assets ge (%)

The strengthened

collection of payments

Monetary by customers and the

930013350.97 17.82% 707966678.74 14.57% 3.25% discounting of certain

assets bank acceptance notes

from customers in the

Reporting Period.Accounts

370322179.777.10%375209126.487.72%-0.62%

receivable

Inventories 571996881.74 10.96% 651083758.18 13.40% -2.44%

Investment

42160779.650.81%44597255.210.92%-0.11%

property

Majority-owned

subsidiary Changchai

Machinery’s

lightweight engine and

Fixed assets 720061387.76 13.80% 402915521.65 8.29% 5.51% casting relocationproject was transferred

from construction in

progress to fixed

assets in the Reporting

Period.Majority-owned

subsidiary Changchai

Machinery’s

lightweight engine and

Construction

30281547.56 0.58% 270305690.91 5.56% -4.98% casting relocation

in progress project was transferred

from construction in

progress to fixed

assets in the Reporting

Period.Certain bank

acceptance notes with

Short-term low credit levels were

115437700.65 2.21% 73971466.65 1.52% 0.69% discounted in the

borrowings Reporting Period

which were undue at

the period-end.Contract

32843692.830.63%26864081.970.55%0.08%

liabilities

Indicate whether overseas assets take up a high percentage in total assets.

26Changchai Company Limited Annual Report 2022

□ Applicable √ Not applicable

2. Assets and Liabilities at Fair Value

√ Applicable □ Not applicable

Unit: RMB

Gain/loss

Cumulati Impairme

on

ve nt Purchase Sold in

fair-value

Beginnin fair-value allowance d in the the Other Ending

Item changes

g amount changes for the Reporting Reporting change amount

in the

charged Reporting Period Period

Reporting

to equity Period

Period

Financial assets

1.

Held-for-t

rading

financial

assets

4040532-428367969060796017363701036

(derivativ

61.5741.1967.0084.8102.57

e

financial

assets

exclusive

)

4.

Investme

nt in

779877677099029555602

other

46.5340.0840.08

equity

instrumen

ts

Subtotal

of 1183930 -428367 7709902 9690607 9601736 1325663

financial 908.10 41.19 40.08 67.00 84.81 842.65

assets

1503982187411375000004128095

Other

26.3961.540.0087.93

Total of 1334329 1445746 7709902 1044060 9601736 1738473

above 134.49 20.35 40.08 767.00 84.81 430.58

Financial

0.000.00

liabilities

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

27Changchai Company Limited Annual Report 2022

□ Yes √ No

3. Restricted Asset Rights as at the Period-End

Item Ending carrying value Reasons

Security deposits associated with bank acceptance

Monetary assets 95662384.92

notes environment etc.Buildings 1530890.90Collateral for bank loan

Land use right 879275.35Collateral for bank loan

Plant and equipment 31222420.22Collateral for bank loan

Payment obligations in relation to

110000000.00

discounted notes that were undue

Payment obligations in relation to

66395231.83

transferred notes that were undue

Total 305690203.22

VII Investments Made

1. Total Investment Amount

√ Applicable □ Not applicable

Investments made in Reporting Investments made in same period

+/-%

Period (RMB) of last year (RMB)

108520800.00160000000.00-32.17%

2. Major Equity Investments Made in the Reporting Period

√ Applicable □ Not applicable

Unit: RMB

Profi

ts or

Prog losse

ress s of Invo

Shar Disc Disc

Inve Inve Capi as of Esti inve lvin

Mai ehol Inve Type losur losur

stme stme tal the mate stme g in

Inve n ding Part stme of e e

nt nt reso bala d nt in laws

stee busi perc ner nt prod date inde

meth amo urce nce inco the uit

ness enta term ucts (if x (if

od unt s shee me Rep or

ge any) any)

t ortin not

date g

Peri

od

28Changchai Company Limited Annual Report 2022

Zhe Man Man

Tran

njian ufact ufact

sacti

urin urin ong

Siya g g

com

ng and and

plete

Dies mar mar

d

el ketin Acq 335 Self- Lon ketin

with 29

g of 208 41.5 NonEngi uisiti fund g-ter g of

the 190

dies 00.0 0% dies relev 0.00 413 Not

Octo 2021

ne eel on 0 ed m el ant 2.58

ber -068

Man equit 2021

ufact engi engi y

urin ne nesets sets interg for for estsCo. trans

Ltd. ship ships s ferred

Own

ershi

p

Jian chan

gsu ge

Hori regis

zon Lithi Lithi teredNew Capi 750 Self- Lon

Ener um tal 000 5.36 Non um

with 186 27

diap fund g-ter diap the 0.00 000 Aug 2022gy hrag incre 00.0 % e hrag indu 000.Not ust -049

Tech ase 0 ed mm m strial 00 2022nolo and

gy com

Co. merc

Ltd. ial

admi

nistr

ation

108187

Tota -- -- 520l 800. -- -- -- -- -- -- 0.00

904

132.------

0058

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

□ Applicable √ Not applicable

4. Financial Investments

(1) Securities Investments

√ Applicable □ Not applicable

Unit: RMB

Varie Code Nam Initia Acco Begi Gain/ Accu Purc Sold Gain/ Endi Acco Fund

untin nnin loss mula hase in loss ng

ty of of e of l g g on ted d in the in carry untin ing

29Changchai Company Limited Annual Report 2022

secur secur secur inves meas carry fair fair the Repo the ing g sourc

ity ity ity tmen urem ing value value Repo rting Repo amouent amou chan chan rting Perio rting nt title e

t cost meth nt ges ges Perio d Perio

od in the recor d d

Repo ded

rting in

Perio equit

d y

Inves

tmen

Dom t in

Foto Fair

estic/ 4178 4970 364 406 other Self-n value

forei 6001 4000 8000 0.00 26166 000. 0.00 0.00 0.00

045

000. equit fundMoto meth

gn .00 0.00 y ed

r od 00 00

stock instr

umen

ts

Inves

tmen

Dom t in

Bank Fair

estic/

6009 of 4278 value 1364

127 170 other Self-

forei 19 6000 2200 0.00

800

000.0.000.000.00

586

000. equit fundJiang

gn .00

meth 0.00

su od 00 00

y ed

stock instr

umen

ts

Kailo Held

Dom

ng Fair -for-t

estic/ -105 radin Self-

3009 High 2000 value 2413 -105forei 1268 6339 4392 0.00 0.00 0.00 439

135

1228.09241

g

Tech .00 meth .00 8.00 1.00 finan

fund

gn

nolo od 0 cial

ed

stock asset

gy s

Held

Dom Lian

Fair -for-t

estic/ ce 7200 8784 -277 -277 600 radin Self-6881 valueforei 13 Tech 000. 0000 7760 0.00 0.00 0.00

776 624 g fund

meth

gn nolo 00 .00 0.00

00.0 00.0 finan

0 0 cial edod

stock gy asset

s

Held

Dom

Fair -for-t

estic/ Lanti -420 247 radin Self-value

forei 6053 1607 2890 -42068 an 44.76 00.00 00.00 0.00 0.00 0.00 00.0 000.g

finan fundmeth

gn Gas 0 00

od cial

ed

stock asset

s

Dom 8328 Stars 3600 Fair 9675 -483 0.00 0.00 0.00 -483 483 Held Self-

30Changchai Company Limited Annual Report 2022

estic/ 85 Scien 000. value 000. 7500 750 750 -for-t fund

forei ce 00 meth 00 .00 0.00 0.00 rading ed

gn and od finan

stock Tech cial

nolo asset

s

gy

11557554-432492-432655

Total 3201 -- 4233 0102 061 0.00 0.00 010 370 -- --

2.769.008.00000.28.0311.00000

(2) Investments in Derivative Financial Instruments

□ Applicable √ Not applicable

No such cases in the Reporting Period.

5. Use of Raised Funds

√ Applicable □ Not applicable

(1) Overall Use of Raised Funds

√ Applicable □ Not applicable

Unit: RMB’0000

Total

Proport Raised

Total raised

Total Total ion of Total Use funds

raised funds

raised accumu total raised and that

funds with

funds lative accumu funds owners have

Year Method that altered

Total that raised lative that hip been

for of have purpos

raised have funds raised have change left

fund-ra fund-ra been es

funds been with funds not of unused

ising ising used in during

used altered with been unused for

the the

accumu purpos altered used raised over

current Reporti

latively es purpos yet funds two

period ng

es years

Period

Special

account

Non-pu

for

blic

202163500.8944.434682.0.000.000.00%28817.

offerin 00 5 81 19

deposit 0.00

ing

g

raised

funds

Total -- 63500. 8944.4 34682.00 5 81 0.00 0.00 0.00%

28817.

19--0.00

31Changchai Company Limited Annual Report 2022

Explanation of the overall use of raised funds

On 17 December 2020 the Company received the Reply Concerning the Approval of the Non-public Offering

of Shares of Changchai Co. Ltd. (CSRC Permit [2020] No. 3374) from the China Securities Regulatory

Commission which approved the non-public offering of up to 168412297 shares of the Company. On June 11

2021 the subscribers of this non-public offering have fully remitted the subscription funds to the bank account

designated by the sponsor institution and the total amount of funds raised was RMB634999996.40. After the

capital verification by Gongzheng Tianye Accounting Firm (Special General Partnership) the Capital

Verification Report of the Funds Raised by the Non-public Issuance of Changchai Co. Ltd. (S.G.W [2021]

B061) was issued. With the issuance expenses deducted the actual net funds raised were RMB620665733.97.On June 15 2021 the aforementioned raised funds were remitted to the special account set up by the Company

for raised funds from the non-public offering of shares. After the capital verification by Gongzheng Tianye

Accounting Firm (Special General Partnership) the Capital Verification Report of the Funds Raised by the

Non-public Issuance of Changchai Co. Ltd. (S.G.W [2021] B062) was issued. The raised funds have all been

deposited in the special account for the raised funds and a tripartite supervision agreement has been signed with

the sponsor institution and the account opening bank for the funds raised. There is no material difference

between the tripartite supervision agreement and the model tripartite supervision agreement of Shenzhen Stock

Exchange and the Company strictly complies with it when using the raised funds. As of 31 December 2022

RMB346.8281 million of raised funds has been used cumulatively with the unused raised funds being

RMB288.1719 million.

(2) Committed Projects of Raised Funds

√ Applicable □ Not applicable

Unit: RMB’0000

Accu

Wheth Wheth

mulati Invest

er er

The ve ment Date

projec Benefi there

Total invest invest progre when Wheth

ts Adjust ts are

Committed comm ment ment ss as the er the

have ed record materi

investment itted amou amou of the projec estima

been total ed al

projects and invest nt nt as end of ts are ted

altere invest during chang

investment of ment during of the the ready benefi

d ment the es in

excessive raised with the end of Repor for ts are

(inclu amou Repor the

funds raised Repor the ting their reache

ding nt (1) ting projec

funds ting Repor Period intend d

partial Period t

Period ting (3) = ed use

altern feasibi

Period (2)/(1)

ation) lity

(2)

Committed investment projects

Relocation project 31

of light engines No 5476 5476 8311. 3241 59.19 -16396.71 6.71 17 8.32 % May .88 No No

and casting 2022

Innovation 31 Not Not

capacity building

No 8733. 7299. 633.2 759.2 10.40 Dece applic applic No

project of the 29 86 8 1 % mber

able able

technical center 2023

Subtotal of -- 6350 6206 8944. 3317 -- -- -1639.88 -- --

32Changchai Company Limited Annual Report 2022

committed 0.00 6.57 45 7.53

investment

projects

Investment of excessive raised funds

Not applicable

635062068944.3317

Total -- -- -- -1639 -- --

0.006.57457.53.88

The reasons for the failure to realize the benefits of the relocation project of light engines

and casting during the Reporting Period: The project met the hoped condition for use in

May 2022. However due to market factors the production line failed to achieve the

expected production volume. The sales revenue of the products was inadequate to cover

the costs of the depreciation of new fixed assets and administrative expenses. As a result

the project failed to achieve the anticipated benefit as of 31 December 2022.The reasons for the slow payment progress of the relocation project of light engines and

Cases and reasons casting: As of 31 December 2022 the project did not complete the final account audit and

for failing to final acceptance inspection of equipment compromising the payment progress. As of 31

reach the planned March 2023 the payment amount reached RMB476.1310 million accounting for 86.94%

progress or of the total amount. The unpaid funds mainly refer to the supporting working capital and

predicted return the balance of the remaining unaccepted equipment.(by specific The reasons for the slow payment progress of the innovation capacity construction of the

projects) technology centre: As of 31 December 2022 half of the construction period of the

innovation capacity construction of the technology centre was passed and some R&D

objectives were achieved. However the payment progress of the project was slow for the

following specific reasons: 1. From the beginning of the project initiation the Company

adhered to the principles of saving capital and increasing the asset utilisation rate. It

utilised existing equipment to complete some of the R&D processes saving some

expenses of equipment. 2. The balance of some signed contracts was not paid. 2. The

balance of some signed contracts was not paid.Explanations of

the material

Not applicable

changes in the

project feasibility

Amount use and

use progress of

Not applicable

excessive raised

funds

Applicable

Implementation Occurred during the Reporting Period

of location The Proposal on Adding Implementation Location to the Private Placement Raised Funds

changes in the Investment Project of Innovation Capacity Building of the Technical Centre was approved

investment at the 13th Meeting of the 9th Board of Directors and the 12th Meeting of the 9th

projects with the Supervisory Committee of the Company on 22 August 2022. The Company decided to

raised funds add the sites of certain branches of the Company as the parent and wholly-owned

subsidiary Changchai Machinery as locations to place the R&D equipment and

33Changchai Company Limited Annual Report 2022

implement the R&D project. This change will not re-purpose the raised funds and will

help carry forward the technical innovation project.Implementation

of method

adjustments to the

Not applicable

investment

projects with the

raised funds

Applicable

Prior to the availability of the raised funds in order to ensure the smooth implementation

of the investment projects with raised funds the Company used its own funds to invest in

part of the investment projects with raised funds and paid part of the issuance expenses.As of 17 June 2021 the cumulative amount of the Company's self-financing funds

pre-invested in the investment projects with raised funds was RMB181803327.94 the

amount of issuance expenses advanced was RMB2358490.56 totaling

RMB184161818.50 and the proposed replacement amount was RMB184161818.50.The capitals were verified by the Gongzheng Tianye Accounting Firm (Special General

Early investment

Partnership) and the Verification Report on the Pre-investment of Self-financing Funds

and placement

into the Investment Project with Raised Funds and the Payment of Issuance Expenses by

concerning the

Self-financing Funds of Changchai Co. Ltd. (S.G.W [2021] E1347) was issued on 25

investment

June 2021. On 28 June 2021 the Third Interim Meeting of the Board of Directors of the

projects with the

Company in 2021 deliberated and approved the Proposal on Replacing the Funds

raised funds

Pre-invested in the Project and Advanced Issuance Expenses with the Raised Funds

agreeing to use the raised funds from the non-public offering of shares to replace the

self-financing funds totaling RMB184161818.50 that had been pre-invested in the

project prior to the availability of the raised funds. In addition Xingye Securities Co.Ltd. and Donghai Securities Co. Ltd. issued a verification opinion on the use of raised

funds to replace self-financing funds that had been invested in advance in the projects

with raised funds. For details see the Announcement on the Use of Raised Funds to

Replace Pre-invested Project Funds and Advanced Issue Expenses (Announcement No.

2021-036) published on Cninfo (http://www.cninfo.com.cn) on 30 June 2021.

Temporary

replenishment of

working capital Not applicable

with the idle

raised funds

Surplus raised

funds for project

implementation Not applicable

and reasons for

the surplus

Use and

Some are deposited in the special account for raised funds and some temporarily idle

ownership change

raised funds are used to purchase wealth management products

of unused raised

34Changchai Company Limited Annual Report 2022

funds

On 13 July 2021 the Fourth Interim Meeting of the Board of Directors of the Company in

2021 deliberated and approved the Proposal on Changing the Implementation Entity of

Some Investment Projects with Raised Funds agreeing to change the implementation

entity of the Company's investment projects with funds raised through non-public

offering of shares the "relocation project of light engines and casting" from Changchai

Problems in the Machinery a wholly-owned subsidiary of the Company to the parent company of

use of raised Changchai Co. Ltd. The matter did not change the use and implementation of the funds

funds and raised and was not a significant change in the investment projects with raised funds.disclosure or The Proposal on Adding Implementation Entity to the Private Placement Raised Funds

other cases Investment Project of Relocation of Light Engines and Casting was approved at the 13th

Meeting of the 9th Board of Directors and the 12th Meeting of the 9th Supervisory

Committee of the Company on 22 August 2022. As such the Company has added

Changchai Machinery as another operating entity with the Company as the parent to joint

operate the relocation project for better operational flexibility and stronger market

competitiveness.

(3) Altered Projects of Raised Funds

□ Applicable √ Not applicable

VIII Sale of Major Assets and Equity Interests

1. Sale of MajorAssets

□ 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

Relations

hip with Principal Registere Total Operating Operating

Name Net assets Net profit

the activity d capital assets revenue profit

Company

Changcha Subsidiar Productio 55063000.00 1550377 8005038 1906318 -963375 -832325

35Changchai Company Limited Annual Report 2022

i Benniu y n of 13.45 1.90 59.08 8.49 6.01

diesel

engine

accessori

es

Changcha Diesel

Subsidiar 8500000 7036172 4926410 3428125 -658955. -652107.i engine

y 0.00 7.25 8.12 2.72 59 80

Wanzhou assembly

External

Horizon investme

Subsidiar 9444663

Investme nt and 4000000 8093110 -409712

-304378

y 0.00 5.52 1.39

0.0043.2409.17

nt consultin

g

agricultur

Horizon al

Agricultu machiner

Subsidiar 9071468 -150544 3513853 -420935 -420935

ral y product 1000000

y 0.00 .38 66.60 .60 8.80 8.80

Equipme of rice

nt transplant

er etc.Gasoline

Changcha Subsidiar 1075569 8638380 1481447 1240378 1145234

engines 3725000

i Robin y 0.00 55.89 8.82 49.68 4.38 7.12

assembly

Internal

combusti

Changcha

on engine

i Subsidiar 3000000 5774670 2774522 2720081 -239843 -186914and

Machiner y 00.00 39.02 20.47 2.94 44.72 34.92

related

y

accessori

es

Xingshen Real

g Real estate

Subsidiar

Estate managem 1000000

2614116559218.04640127197076.5141777.6

y .00 .80 4 .66 1 4

Managem ent

ent service

Manufact

uring and

Zhenjiang Subsidiar marketing 2000000 1085953 8836005 3544098 4616942 4885811

Siyang y of diesel .00 10.06 3.89 3.37 .04 .05

engines

for ships

Subsidiaries obtained or disposed of in the Reporting Period:

√ Applicable □ Not applicable

Company name How the subsidiary was obtained or disposed Impact on the Company’sof in the Reporting Period operations and operating results

36Changchai Company Limited Annual Report 2022

The Company won the bid of RMB33.5208

Zhenjiang Siyang Diesel million of own funds for the 41.5% equity

This transaction will help the

Engine Manufacturing interests in Zhenjiang Siyang Diesel Engine

Company expand its product

Co. Ltd. Manufacturing Co. Ltd. which was put out for

chain complete its business

sale by Jiangsu Keda Assets Marketing Co. portfolio and promote long-term

Ltd. development.Other information about principal subsidiaries and joint stock companies: N/A

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 state’s existing policies and new policies on comprehensively promoting rural revitalization and accelerating

to build China into an agricultural power will bring about significant and positive impacts for the industry. The

Company will make full use of the policy-based dividend of strong national support for agricultural production

and development of agricultural machinery and continue to promote innovative development talent recruitment

quality improvement brand building and capital boost to accelerate the technological upgrade of traditional

power products expand new markets in new fields and also to achieve diversified development of the industry.The Company’s main development directions are as follows:

(1) Accelerating technological upgrading and area expansion for traditional products

First the Company will continue to promote the mass production of the full range of models that meet the

National Emission Standard IV for Non-road Vehicles. It will further optimize the products that meet the National

Emission Standard IV for Non-road Vehicles and develop its capability of production manufacturing and

after-sales service to ensure that the products’ power performance economic efficiency and reliability can meet

market demands.Second traditional products will be developed in the direction of intelligent and networked high-end products.Based on the electronic networked and intelligent characteristics of the development of agricultural machinery

products the Company will promote the application of advanced technologies such as the Internet big data

artificial intelligence and new materials to product development further improve the diesel engines’ functions of

intelligent control real-time monitoring and big data collection and analysis accelerate the R&D of intelligent

terminals and hybrid power promote the products to develop towards the high end strengthen the existing

advantageous products and raise the added value of products to better meet user demands.Third traditional products will be developed in the terminal direction. The diesel engine is an intermediate

product and a core product to develop in the terminal direction. At present the Company’s main products are

small and medium-power diesel engines and general gasoline engines the market of supporting facilities is mainly

distributed in agricultural machinery plant protection machinery construction machinery shipborne machinery

and other non-road areas. The Company is now focusing on terminal fields such as generating sets outboard

engines cold chains fishing boats and iron towers with a broad prospect. Currently the Company has

successfully acquired 41.5% of the equity of Zhenjiang Siyang Diesel Engine Manufacturing Co. Ltd.(“Zhenjiang Siyang”) becoming the largest shareholder and gaining control. Zhenjiang Siyang mainly engages in

the diesel engine units of lifeboats and rescue boats which is a top 1 brand of the main engine of lifeboats in the

37Changchai Company Limited Annual Report 2022

world. Meanwhile the outboard engine project has made phased progress with the small-power outboard engines

gradually completing market verification. In addition a domestic and overseas market sales system has been built

which is conducive to expanding the product chain and improving the business structure. The Company will make

full use of the capital platform of the listed company to cut in at the right time through joint venture cooperation

mergers and acquisitions restructuring etc. to accelerate the extension of the industrial chain and build new

competitive advantages.

(2) Promoting industrial transformation and development in the direction of combination with new energy

The irreversible development of new energy has impacted internal combustion engine products but the

opportunity exists for a long time. While tapping the advantages of traditional industries internal combustion

engines should develop with the development of new energy as well. At present the Company has invested in

Jiangsu Horizon New Energy Technology Co. Ltd. through equity participation mainly engaging in the products

of the project of wet-process separator film for lithium batteries with a good development momentum. In the

future the Company will seize the development opportunities of the “carbon peaking and carbon neutrality”

strategy raised by the state continue to increase its efforts to explore new energy areas such as lithium battery and

hydrogen fuel promote cooperation and penetration of related green industry and drive it to expand to new fields.

2. Operation plan for the Year 2023:

The Company will consolidate the traditional market of agricultural machinery explore the emerging area of

power raise quality to create fine products with core technologies highlight efficiency by integrating resources

stimulate vitality by deepening reform and leverage capital to promote development. In 2023 sales revenue is

expected to be RMB2.2 billion with revenue of USD52 million through export.The above operation plan does not represent the profit forecast of Y2023 by the listed company and whether can

be realized depends on various factors on the changes of market conditions and the effort level of the management

team. There is a lot of uncertainty and investors should pay special attention on it.

3. Possible future risks and countermeasures of the Company

(1) Market risk:

The total volume of the market will drop due to factors such as subsidy policy change tight supply chain

upgrading of the National Emission Standard IV for Non-road Vehicles and intensified existing competition. In

recent years the agricultural machinery industry has still been in a period of deep adjustment. The diesel engine

market faces limited total demand the delivery capacity and environment of products need to be improved and

the lower user revenue compromises the increase in the demand side.Countermeasures: First the Company solidifies the traditional supporting fields further expands the Company’s

advantages in the field of agricultural machinery and continues to promote the mass production of the full range

of models that meet the National Emission Standard IV for Non-road Vehicles to ensure the continuous supply

level of supply chains and meet market demands. Second the Company expands applications in shipborne

generator sets high-speed rice transplanters cold chain vehicles excavators and other small construction

machinery conducts in-depth research and development in new areas and development and supporting of key

products. Third the Company creates the “internal combustion engine+” mode actively promotes the application

of advanced technologies such as the Internet big data artificial intelligence and new materials to product

development further improves the diesel engines’ functions of intelligent control real-time monitoring and big

data collection and analysis accelerates the R&D of intelligent terminals and hybrid power promotes the products

to develop towards the high end and builds new competitive edges.

(2) Industrial risk

In recent years the state advocates energy conservation and emission reduction. New energy power represented

by pure electric hybrid power and hydrogen fuel power has grabbed the market share of diesel engine to a certain

38Changchai Company Limited Annual Report 2022

extent. At present new energy power is mainly used in vehicles. Its use in agricultural machinery is still facing

problems such as high cost and complex operating environment. However as breakthroughs have been made in

new energy battery technology the local application scenario of diesel engine may be replaced by new energy

power.Countermeasures: The Company strengthens exploration in the new energy sector and actively promotes project

construction and development. Meanwhile the Company makes proper efforts in product R&D develops efficient

and eco-friendly products and expands new development directions and application areas.

(3) Foreign trade risk

In the context of the complex and changeable global economic environment and the turmoil in the breadbasket of

Europe caused by the Russia-Ukraine conflict the prices of imported agricultural products fertilizer feed oil and

gas increase which directly compromise the planting costs and purchasing power of farmers. The unstable factors

have brought about certain impacts on product export.Countermeasures: The Company will actively deal with the foreign trade market changes strengthen the

maintenance and management of overseas key markets and customers intensify efforts in the development of

emerging markets and new users and endeavor to improve the sales of high-value-added products.

(4) Foreign exchange risk

Some of the Company’s exports are settled in USD. In the future due to the significant exchange rate fluctuation

of RMB against USD the Company may face the risk of adverse impact on product sales due to exchange rate

fluctuation.Countermeasures: First the Company will enhance risk control to ensure its capital security constantly pay

attention to the depreciation of currencies and shortage of USD in the market and lower risk by changing

payment methods change and insuring export credit insurance. Second the Company will promptly adjust product

prices and payment terms to cope with fluctuations in exchange rates and material prices.

(5) Talent risk:

The Company needs high-level talents highly skilled talents and lacks talents to help the Company improve its

operational efficiency and strengthen technological innovation to cope with the increasingly fierce market

competition and industry development trend. Therefore the demand for professional talents and senior

management talents has increased significantly.Countermeasures: First the Company has stepped up efforts to cultivate and appoint young leaders and recruited

more professional talents. Second the Company has promoted the reform program of appraisal and motivation

recruited advanced talents through multiple approaches and constantly enhanced the development of skill experts

technical and management personnel and workers and technicians so as to raise the contribution rate of human

resources in all respects.XII Communications with the Investment Community such as Researches Inquiries and

Interviews during the Reporting Period

√ Applicable □ Not applicable

Type

Way Index to

Place of of Contents and materials

Date of visit of Visitor main inquiry

visit visit provided

visit information

or

http://irm.cn Othe Indiv Individual Product usage of Horizon http://irm.cni

4 January 2022

info.com.cn r idual investor New Energy Technology nfo.com.cn

39Changchai Company Limited Annual Report 2022

Co. Ltd.Development products

http://irm.cn Othe Indiv Individual

6 January 2022 and financing of Horizon http://irm.cni

info.com.cn r idual investor New Energy Technology nfo.com.cn

Co. Ltd.Product status and

http://irm.cn Othe Indiv Individual

12 January 2022 development suggestions http://irm.cni

info.com.cn r idual investor of Horizon New Energy nfo.com.cn

Technology Co. Ltd.http://irm.cn Othe Indiv Individual Company’s production

18 January 2022 and operation status and http://irm.cni

info.com.cn r idual investor product suggestions nfo.com.cn

http://irm.cn Othe Indiv Individual Impact of the results of

20 January 2022 Horizon New Energy on http://irm.cni

info.com.cn r idual investor the Company nfo.com.cn

http://irm.cn Othe Indiv Individual The intention of the

27 January 2022 Company to repurchase http://irm.cni

info.com.cn r idual investor shares nfo.com.cn

The Company’s product

http://irm.cn Othe Indiv Individual R&D market

31 January 2022 advantages and situation http://irm.cni

info.com.cn r idual investor of the outboard engine nfo.com.cn

product

http://irm.cn Othe Indiv Individual The Company’s product

8 February 2022 R&D application and http://irm.cni

info.com.cn r idual investor market advantages nfo.com.cn

Product production and

sales of Horizon New

http://irm.cn Othe Indiv Individual Energy Technology Co.

9 February 2022 Ltd. the progress of the http://irm.cni

info.com.cn r idual investor Company’s relocation nfo.com.cn

project and product

application

Product capacity release

http://irm.cn Othe Indiv Individual

10 February 2022 of Phase II Shanxi Base http://irm.cni

info.com.cn r idual investor Project of Horizon New nfo.com.cn

Energy

Impact of the

development direction of

http://irm.cn Othe Indiv Individual Horizon New Energy

13 February 2022 Technology Co. Ltd. and http://irm.cni

info.com.cn r idual investor progress of the nfo.com.cn

Company’s relocation

project on the Company

http://irm.cn Othe Indiv Individual

22 February 2022 The Company’s monthly http://irm.cni

info.com.cn r idual investor production capacity nfo.com.cn

http://irm.cn Othe Indiv Individual The monthly production

28 February 2022 capacity of Horizon New http://irm.cni

info.com.cn r idual investor Energy Co. Ltd. nfo.com.cn

http://irm.cn Othe Indiv Individual

3 March 2022 The Company’s overseas http://irm.cni

info.com.cn r idual investor customers nfo.com.cn

18 March 2022 http://irm.cn Othe Indiv Individual Product application of http://irm.cni

40Changchai Company Limited Annual Report 2022

info.com.cn r idual investor Horizon New Energy nfo.com.cn

Technology Co. Ltd.The Company’s share

repurchase intention

http://irm.cn Othe Indiv Individual

21 March 2022 production and sales http://irm.cni

info.com.cn r idual investor and the results of nfo.com.cn

Horizon New Energy

Technology Co. Ltd.The Company’s product

expansion and R&D the

http://irm.cn Othe Indiv Individual customer profile and

30 March 2022 production capacity in http://irm.cni

info.com.cn r idual investor 2021 of Horizon New nfo.com.cn

Energy Technology Co.Ltd.The monthly production

http://irm.cn Othe Indiv Individual

14 April 2022 capacity of the separator http://irm.cni

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Energy

Information

on 000570

Changchai’s

Results

Investors The Company’s

Online Othe Othe

21 April 2022 and the production and operating

Presentation

meeting r r activities and

and

public investments Roadshow onwww.cninfo.com.cn dated

21 April

2022

The Company’s assets

http://irm.cn Othe Indiv Individual

28 April 2022 and intention to sell the http://irm.cni

info.com.cn r idual investor held Liance Technology nfo.com.cn

shares

http://irm.cn Othe Indiv Individual The shipments in Q1 of

6 May 2022 Horizon New Energy http://irm.cni

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11 May 2022 and Road” on the http://irm.cni

info.com.cn r idual investor Company nfo.com.cn

http://irm.cn Othe Indiv Individual

16 May 2022 The Company’s sales in http://irm.cni

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http://irm.cn Othe Indiv Individual Supply and customers of

13 June 2022 Horizon New Energy http://irm.cni

info.com.cn r idual investor Technology Co. Ltd. nfo.com.cn

http://irm.cn Othe Indiv Individual Company’s shareholding

14 June 2022 in Horizon New Energy http://irm.cni

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The Company’s

http://irm.cn Othe Indiv Individual relocation project the

15 June 2022 http://irm.cniuse of the funds raised

info.com.cn r idual investor nfo.com.cnproduct R&D progress

the Company’s

41Changchai Company Limited Annual Report 2022

development direction

and progress assistance

of controlling

shareholders to the

Company and operation

and customers of

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17 June 2022 fields of the subsidiary http://irm.cni

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http://irm.cn Othe Indiv Individual

20 June 2022 Purchase and storage http://irm.cni

info.com.cn r idual investor nfo.com.cn

http://irm.cn Othe Indiv Individual The Company’s

23 June 2022 application fields of http://irm.cni

info.com.cn r idual investor diesel engine products nfo.com.cn

http://irm.cn Othe Indiv Individual The development

27 June 2022 intentions of the http://irm.cni

info.com.cn r idual investor Company’s subsidiaries nfo.com.cn

http://irm.cn Othe Indiv Individual The shipments in Q2 of

19 July 2022 Horizon New Energy http://irm.cni

info.com.cn r idual investor Technology Co. Ltd. nfo.com.cn

http://irm.cn Othe Indiv Individual The development

21 July 2022 intentions of the http://irm.cni

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http://irm.cn Othe Indiv Individual The shipments of

23 July 2022 Horizon New Energy http://irm.cni

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24 July 2022 Horizon New Energy http://irm.cni

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http://irm.cn Othe Indiv Individual

25 July 2022 The companies invested http://irm.cni

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http://irm.cn Othe Indiv Individual Product applicability of

26 July 2022 Horizon New Energy http://irm.cni

info.com.cn r idual investor Technology Co. Ltd. nfo.com.cn

Product applicability of

Horizon New Energy

http://irm.cn Othe Indiv Individual

27 July 2022 Technology Co. Ltd. and http://irm.cni

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subsidiary Horizon New

Material

http://irm.cn Othe Indiv Individual

1 August 2022 Number of shareholders http://irm.cni

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http://irm.cn Othe Indiv Individual

2 August 2022 Suggestions on the http://irm.cni

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http://irm.cn Othe Indiv Individual

2 August 2022 Suggestions on the http://irm.cni

info.com.cn r idual investor Company’s development nfo.com.cn

http://irm.cn Othe Indiv Individual Equity situation of

3 August 2022 http://irm.cniChangzhou Synergetic

info.com.cn r idual investor nfo.com.cnInnovation Private

42Changchai Company Limited Annual Report 2022

Equity Fund invested by

the Company

http://irm.cn Othe Indiv Individual

5 August 2022 The Company’s business http://irm.cni

info.com.cn r idual investor nfo.com.cn

The product capacity of

http://irm.cn Othe Indiv Individual Horizon New Material a

8 August 2022 subsidiary of Horizon http://irm.cni

info.com.cn r idual investor New Energy Technology nfo.com.cn

Co. Ltd.http://irm.cn Othe Indiv Individual

11August 2022 The Company’s products http://irm.cni

info.com.cn r idual investor nfo.com.cn

http://irm.cn Othe Indiv Individual

17 August 2022 The Company’s products http://irm.cni

info.com.cn r idual investor and business nfo.com.cn

http://irm.cn Othe Indiv Individual

18 August 2022 The Company’s products http://irm.cni

info.com.cn r idual investor and business nfo.com.cn

http://irm.cn Othe Indiv Individual The application of the

19 August 2022 Company’s products in http://irm.cni

info.com.cn r idual investor shipborne machinery nfo.com.cn

The Company

http://irm.cn Othe Indiv Individual development suggestions

22 August 2022 and progress in http://irm.cni

info.com.cn r idual investor relocation purchase and nfo.com.cn

storage

Impact of the results of

http://irm.cn Othe Indiv Individual Horizon New Energy and

25 August 2022 subsidies of agricultural http://irm.cni

info.com.cn r idual investor machinery on the nfo.com.cn

Company’s sales

http://irm.cn Othe Indiv Individual

26 August 2022 The Company’s http://irm.cni

info.com.cn r idual investor development nfo.com.cn

Impact of the Company’s

investment in Changzhou

http://irm.cn Othe Indiv Individual

31 August 2022 Synergetic Innovation http://irm.cni

info.com.cn r idual investor Private Equity Fund nfo.com.cn

(Limited Partnership) of

the Company

The Company’s capital

http://irm.cn Othe Indiv Individual

1 September 2022 increase in Horizon New http://irm.cni

info.com.cn r idual investor Energy Technology Co. nfo.com.cn

Ltd.http://irm.cn Othe Indiv Individual

13 September 2022 The Company’s product http://irm.cni

info.com.cn r idual investor export nfo.com.cn

http://irm.cn Othe Indiv Individual

30 September 2022 The supporting fields of http://irm.cni

info.com.cn r idual investor the Company’s products nfo.com.cn

The Company’s progress

in purchase and storage

http://irm.cn Othe Indiv Individual

12 October 2022 investment shareholding http://irm.cni

info.com.cn r idual investor intentions of employees nfo.com.cn

and production capacity

after the relocation

43Changchai Company Limited Annual Report 2022

Customers of Horizon

http://irm.cn Othe Indiv Individual New Material a

20 October 2022 subsidiary of Horizon http://irm.cni

info.com.cn r idual investor New Energy Technology nfo.com.cn

Co. Ltd.Customers of Horizon

http://irm.cn Othe Indiv Individual New Material a

25 October 2022 subsidiary of Horizon http://irm.cni

info.com.cn r idual investor New Energy Technology nfo.com.cn

Co. Ltd.http://irm.cn Othe Indiv Individual

8 November 2022 Relocation expenses http://irm.cni

info.com.cn r idual investor nfo.com.cn

Impact of the National

Emission Standard IV for

Non-road Vehicles on the

http://irm.cn Othe Indiv Individual

16 November 2022 Company’s products and http://irm.cni

info.com.cn r idual investor sales and the Company’s nfo.com.cn

product certification and

featured service

monitoring platforms

The Company’s

production sales and

http://irm.cn Othe Indiv Individual

17 November 2022 market of diesel engines http://irm.cni

info.com.cn r idual investor that meet the National nfo.com.cn

Emission Standard IV for

Non-road Vehicles

The intention of going

public product

http://irm.cn Othe Indiv Individual

24 November 2022 applicability and product http://irm.cni

info.com.cn r idual investor orders of Horizon New nfo.com.cn

Energy Technology Co.Ltd.http://irm.cn Othe Indiv Individual Customer cooperation of

27 November 2022 Horizon New Energy http://irm.cni

info.com.cn r idual investor Technology Co. Ltd. nfo.com.cn

The Company’s product

application and sales

purchase and storage

prototyping testing of the

http://irm.cn Othe Indiv Individual

30 November 2022 cold chain hybrid power http://irm.cni

info.com.cn r idual investor product and extension of nfo.com.cn

Changzhou Synergetic

Innovation Private

Equity Fund (Limited

Partnership)

http://irm.cn Othe Indiv Individual

5 December 2022 Supporting fields of http://irm.cni

info.com.cn r idual investor generating sets nfo.com.cn

The Company’s

development

http://irm.cn Othe Indiv Individual suggestions and the

21 December 2022 production line and http://irm.cni

info.com.cn r idual investor product capacity of nfo.com.cn

Horizon New Energy

Technology Co. Ltd.

44Changchai Company Limited Annual Report 2022

http://irm.cn Othe Indiv Individual Production capacity of

23 December 2022 Horizon New Energy http://irm.cni

info.com.cn r idual investor Technology Co. Ltd. nfo.com.cn

45Changchai Company Limited Annual Report 2022

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 normalized operation

of the Company raising corporate governance level laying a guard for steady and healthy development of the

Company protect legal rights and interests of the Company and all shareholders.The Company promulgated or revised a series of internal control system through all aspects of normal operation

and management activities in accordance with each national laws and regulations characteristics of the industry

operation and self-managing business and improved it continuously and finally formed a normative management

system. And formulated a series of management system process and standard covered each operation link and

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

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

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

46Changchai Company Limited Annual Report 2022

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

independence.III Horizontal Competition

□ Applicable √ Not applicable

IV Annual and Special General Meetings Convened during the Reporting Period

1. General Meeting Convened during the Reporting Period

Investor

Date of the

Meeting Type participatio Disclosure date Resolution

meeting

n ratio

All proposals were

approved. See

The 2021

Annual Announcement No.Annual

General 32.33% 6 May 2022 7 May 2022 2022-027 on

General

Meeting Resolutions of the

Meeting

2021 Annual General

Meeting.

2. Special General Meetings Convened at the Request of Preferred Shareholders with Resumed Voting

Rights

□ Applicable √ Not applicable

V Directors Supervisors and Senior Management

1. General Information

Ending

Incumbent Gende

Name Office title Age Start of tenure End of tenure

/Former r shareholding

(share)

Shi Chairman of the

Board Incumbent Male 59

18 October 2016 Ongoing 0

Xinkun

Zhang Director

Incumbent Male 57 18 October 2016 Ongoing 0

Xin General Manager

Lin Tian Director Incumbent Male 60 17 December 2018 Ongoing 0

Director

Xu Yi Incumbent Male 59 16 April 2020 Ongoing 0

Vice-general

47Changchai Company Limited Annual Report 2022

Manager

Director Chief

Jiang He Incumbent Male 51 16 April 2020 Ongoing 0

Accountant

Yang

Director Incumbent Male 51 16 April 2020 Ongoing 0

Feng

Wang Independent

Incumbent Male 60 16 April 2020 Ongoing 0

Mancang director

Xing Independent

Incumbent Male 69 16 April 2020 Ongoing 0

Min director

Zhang Independent Femal

Incumbent 53 16 April 2020 Ongoing 0

Yan director e

Yin Vice-general

Incumbent Male 59 18 October 2016 Ongoing 0

Lihou Manager

Xie

Vice-general

Guozhon Incumbent Male 54 16 April 2020 Ongoing 0

Manager

g

Sun

Vice-general

Jianzhon Incumbent Male 51 16 April 2020 Ongoing 0

Manager

g

Vice-general

He Manager and

Incumbent Male 44 18 October 2016 Ongoing 0

Jianjiang Secretary of the

Board

He Chairman of the

Jianguan Supervisory Incumbent Male 59 17 December 2020 Ongoing 0

g Committee

Lu

Zhonggu Supervisor Incumbent Male 56 18 October 2016 Ongoing 0

i

Liu Yi Supervisor Incumbent Male 54 18 October 2016 Ongoing 0

Chen Femal

Supervisor Incumbent 40 16 April 2020 Ongoing 0

Lijia e

48Changchai Company Limited Annual Report 2022

Ge Femal

Supervisor Incumbent 53 16 April 2020 Ongoing 0

Jiangli e

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

Indicate whether any director supervisor or senior management resigned before the expiry of their tenure during

the Reporting Period.□ Yes √ No

Change of directors supervisors and senior management:

□ Applicable √ Not applicable

2. Biographical Information

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

supervisors and senior management:

Shi Xinkun: Now he acts as the Chairman of the Board and Party Secretary in the Company the Chairman of the

Board in Jiangsu Horizon New Energy Technology Co. Ltd. the Chairman of the Board in Shanxi Horizon New

Material Technology Co. Ltd. and an Investment and Development Advisor for Changzhou Investment Group

Co. Ltd.Zhang Xin: He successively took the posts of Sales Manager General Manager Assistant and vice-general

manager in our company. Now he acts as Director General Manager deputy Party Secretary of the Company and

executive director of Jiangsu Changchai Machinery Co. Ltd.Lin Tian: He successively worked as deputy director of enterprise development Dept. GM of investment

management Dept. II and I assistant president and vice president in Changzhou Investment Group Co. Ltd. Now

he is an Investment and Development Advisor for Changzhou Investment Group Co. Ltd. and the director of the

Company.Xu Yi: successively served as the director and assistant to the GM of the Company’s technology center and

currently serves as the director and deputy GM of the Company in addition to being a director of Horizon

Investment.Jiang He: successively served as the accountant assistant to the minister and vice minister of the financial

department of the Company. He is currently a director chief accountant and minister of the financial department

of the Company.Yang Feng: successively served as the business manager of the Shanghai Investment Banking Department of

China Economic Development Trust and Investment Co. Ltd. business director of the investment banking

department of Orient Securities Co. Ltd. GM of and assistant chairman of AJ Securities’ investment banking

department operation management headquarters worked in the development finance department and investment

banking department and served as the EGM in the equipment group investment recommendation group NEEQ

business department and comprehensive group of CITIC Securities Co. Ltd. Currently serving as an executive

director of De Xin Investment Manage Co. Limited and the director of the Company.Wang Mancang: successively served as a teacher and lecturer in the Department of Management as well as a

financial lecturer and professor in the Department of Finance of the School of Economics and Management of

Northwest University and currently serves as the director of the Department of Finance of the School of

Economics and Management of Northwest University counselor of Xi'an municipal government chairman of

49Changchai Company Limited Annual Report 2022

Shaanxi Securities Research Society as well as an independent director of Focuslight Technologies Inc. Ccoop

Group Co. Ltd. Shaanxi Construction Machinery Co. Ltd Xi'an Wonder Energy Chemical Co. Ltd. and the

Company.Xing Min: successively served as secretary of the Party Committee and administrative assistant general manager

(AGM) of China National Heavy Machinery Corporation; secretary of the Party Committee and GM of China

National Machine Tool Sales and Technical Service Corporation (CNMTC); currently Executive Vice Chairman

and Secretary-General of China Internal Combustion Engine Industry Association (CICEIA) Independent

Director of Zhejiang Zhongjian Technology Co. Ltd. Independent Director of Jiangsu Yunyi Electric Co. Ltd.Independent Director of Weifu High-Technology Group Co. Ltd. Independent Director of Zhejiang Xinchai Co.Ltd. director of ActBlue Co. Ltd. and Independent Director of the Company.Zhang Yan: successively served as chief accountant of Changzhou Zhengda Certified Public Accountants Co.Ltd. executive deputy chief accountant of Jiangsu Gongzheng Certified Public Accountants Co. Ltd. currently

associate professor of Business School of Jiangsu University of Technologyindependent non-executive director

of S-Enjoy Service Group Co. Limited director of Changzhou Communications Industry Group Co. Ltd. as well

as independent director of Wuxi SAHAT Electric Technology Co. Ltd. Jiangsu Tianmu Lake Tourism Co. Ltd.and the Company.Yin Lihou: He worked as Minister of Human Resources Department and General Manager Assistant. Now he acts

as Deputy General Manager of the Company and the Chairman of the Board of Changchai Robin.Xie Guozhong: He used to be General Manager Assistant Secretary of Party General Branch and Supervisor of

the Company. He is now Deputy GM of the Company GM of the Sales Company Chairman of the Board of

Changchai Wanzhou and Supervisor of Beiqi Foton Motor Co. Ltd.Sun Jianzhong: successively served as the director of the technical center and assistant to the general manager of

the Company. He is currently the deputy general manager of the Company the general manager of Changchai

Machinery and the chairman of the board of Changchai Benniu.He Jianjiang: He used to be the Staff Member Assistant to the Chief and Deputy Chief of the Investment and

Development Department and Securities Representative of the Company. Now he is Deputy General Manager

Secretary of the Board and Chief of the Investment and Development Department of the Company as well as

Chairman of the Board & GM of Horizon Investment Director of Horizon Agricultural Equipment and Changchai

Wanzhou Chairman of the Board of Zhenjiang Siyang and Supervisor of Donghai Securities Co. Ltd.He Jianguang: successively served as deputy chief of Design Section of Changzhou Diesel Engine Factory

engineer of Product Development Department deputy director of the Company’s Joint Venture Office deputy

director of Technology Center chief engineer director general manager vice chairman of Changzhou Diesel

Engine Factory a member of the Party committee secretary of the Discipline Inspection Commission and

supervisor of Changzhou Investment Group Co. Ltd. currently an investment and development advisor of

Changzhou Investment Group Co. Ltd. and chairman of the Supervisory Committee of the Company.Chen Lijia: Formerly vice president and general manager of risk control legal department of Changzhou

Investment Group Co. Ltd.; and currently deputy general manager of Changzhou Metro Group Co. Ltd. and

supervisor of the Company.

50Changchai Company Limited Annual Report 2022

Ge Jiangli: Formerly head of Human Resources Department of the Company and currently supervisor of the

Company.Lu Zhonggui: Now he acts as Minister of political Department of the Company Office Director Secretary of

Organ Party General Branch as well as employee supervisor of the Company and Director of Xingsheng Real

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

as Director of Audit Department and Employee Supervisor of the Company Director of the Company Supervisor

of Changchai Wanzhou Changchai Benniu Horizon Investment Horizon Agricultural Equipment Changchai

Robin Changchai Machinery Xingsheng Real Estate Management and Jiangsu Horizon New Energy Technology

Co. Ltd.Offices held concurrently in shareholding entities:

√ Applicable □ Not applicable

Name Shareholding entity Office held in the

Remuneration or

shareholding entity Start of tenure

End of

tenure allowance from theshareholding entity

Investment and

Changzhou Investment

Lin Tian Development October 2021 Yes

Group Co. Ltd.Advisor

Investment and

Changzhou Investment December

Shi Xinkun Development No

Group Co. Ltd. 2022

Advisor

Investment and

He Changzhou Investment December

Development Yes

Jianguang Group Co. Ltd. 2022

Advisor

Notes N/A

Offices held concurrently in other entities:

√ Applicable □ Not applicable

Name Other entity Office held in the

Remuneration or

entity Start of tenure

End of

tenure allowance fromthe entity

Jiangsu Horizon New Energy Chairman of the

19 November 2021

Shi Technology Co. Ltd. Board No

Xinkun Shanxi Horizon New Material Chairman of the 7 February 2021

Technology Co. Ltd. Board No

He

Donghai Securities Co. Ltd. Supervisor 18 January 2023 No

Jianjiang

Xie

Guozhon Beiqi Foton Motor Co. Ltd. Supervisor 15 November 2022 Yes

g

51Changchai Company Limited Annual Report 2022

Yang De Xin Investment Manage Co. Executive

1 June 2022

Feng Limited Director

No

Finance Department of School of

Economics & Management Teacher 1 October 1996

Northwest University

Xi’an Government Consultant 1 October 2015

Shaanxi Securities Research Society Chairman 1 October 2017

Xi’an Focuslight Technology Co. Independent

Wang 2 May 2019

Ltd. Director Yes

Mancang Independent

Ccoop Group Co. Ltd. 1 September 2020

Director

Shaanxi Construction Machinery Independent

16 November 2018

Co. Ltd. Director

Xi'an Wonder Energy Chemical Co. Independent

1 June 2020

Ltd. Director

Standing Vice

China Internal Combustion Engine

Chairman and 1 December 2021

Industry Association

Secretary-general

Independent

Zhongjian Technology Co.Ltd 20 June 2017

Director

Independent

Xing Min Jiangsu Yunyi Electronic Co.Ltd. 15 July 2019 May 2022Director Yes

Weifu High-Technology Group Co. Independent

20 May 2021

Ltd. Director

Independent September

Zhejiang Xinchai Co. Ltd. 6 December 2019

Director 2022

ActBlue Co. Ltd. Director 22 November 2021

Associate

Jiangsu University of Technology 1 August 2008

professor

Changzhou Communications Director

1 May 2022

Industry Group Co. Ltd.Wuxi SAHAT Electric Technology Independent

Zhang 2 November 2020

Co. Ltd. Director Yes

Yan

Jiangsu Tianmu Lake Tourism Co. Independent

8 February 2021

Ltd. Director

Independent

S-Enjoy Service Group Co. Limited non-executive 20 October 2018

director

Notes None

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

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

52Changchai Company Limited Annual Report 2022

□ Applicable √ Not applicable

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 2022 the monthly salaries of directors supervisors and senior executives in the Company were in line with the

stipulations of relevant salary management and grade standards and the benefits of the Company and assessment

results. Director Lin Tian and Supervisors He Jianguang obtained salaries in shareholders' entities.Remuneration of directors supervisors and senior management for the Reporting Period

Unit: RMB’0000

Total

Any

before-tax

Incumbent/For remuneration

Name Office title Gender Age remuneration

mer from related

from the

party

Company

Chairman of the

Shi Xinkun

Board Male 59 Incumbent

85.49 No

Director 85.49

Zhang Xin Male 57 Incumbent NoGeneral Manager

Lin Tian Director Male 60 Incumbent 0.00 Yes

Director

Xu Yi Vice-general Male 59 Incumbent 74.51 No

Manager

Director Chief

Jiang He

Accountant Male 51 Incumbent

73.99 No

Yang Feng Director Male 51 Incumbent 0.00 No

Wang Independent

10.00 No

Mancang director Male 60 Incumbent

Independent

Xing Min 10.00 No

director Male 69 Incumbent

Independent

Zhang Yan Female 53 Incumbent 10.00 Nodirector

Vice-general

Yin Lihou

Manager Male 59 Incumbent

73.99 No

Vice-general

Xie Guozhong

Manager Male 54 Incumbent

74.51 No

Vice-general

Sun Jianzhong Male 51 Incumbent 74.51 NoManager

He Jianjiang Vice-general Male 44 Incumbent 74.51 No

53Changchai Company Limited Annual Report 2022

Manager and

Secretary of the

Board

Chairman of the

He Jianguang Supervisory Male 59 Incumbent 0.00 Yes

Committee

Chen Lijia Supervisor Female 40 Incumbent 0.00 Yes

Lu Zhonggui Supervisor Male 56 Incumbent 19.92 No

Ge Jiangli Supervisor Female 53 Incumbent 20.91 No

Liu Yi Supervisor Male 54 Incumbent 23.18 No

Total -- -- -- -- 711.01 --

VI Performance of Duty by Directors in the Reporting Period

1. Board Meetings Convened in the Reporting Period

Date of

Meeting Disclosure date Resolution

meeting

The 1st

Extraordinary 19 January 21 January The meeting deliberated on and approved the

Meeting of the Obligations on Conducting Forward Foreign

Board of Directors 2022 2022 Exchange Settlement

in 2022

The meeting deliberated on and approved the Report

on the Work of the General Manager for the Year

2021 the Business Policy Objectives of the

The 11th Meeting 21 January Company for the Year 2022 the Results of the

of the 9th Board of —— Performance Appraisal of the Senior Management of

Directors 2022 the Company for the Year 2021 the Contract on the

Performance Appraisal of the Senior Management of

the Company for the Year 2022 and the Proposal on

Application for Bank Credit Line

The meeting deliberated on and approved the Annual

Report for 2021 and Its Summary the Annual Work

Report of the Board of Directors for 2021 Plan of

the Profit Distribution and Conversion of Surplus

Reserves into Share Capital for 2021 Proposal on

the Re-appointment of the Financial Audit Institution

for 2022 and Its Audit Expenses Proposal on the

The 12th Meeting Re-appointment of the Internal Control Audit

of the 9th Board of 11April 2022 13 April 2022 Institution for 2022 Proposal on Expanding the

Directors Business Scope of the Company and Amending theArticles of Association of the Company Proposal on

Amending the Rules of Procedure of the Board

Meeting the Proposal on Amending the Rules of

Procedure of the General Meeting the Proposal on

Amending the Policy of Independent Directors

Special Report on the Deposit and Use of Raised

Funds for 2021 the Annual Self-Evaluation Report

on Internal Control for 2021 the Proposal on the

54Changchai Company Limited Annual Report 2022

Provision of Reserves for Credit Impairment and

Asset Impairment the 2021 Social Responsibility

Report and Proposal on Convening the Annual

General Meeting of the Company for 2021

The 2nd

Extraordinary

Meeting of the 28 April 2022 30 April 2022 The meeting deliberated on and approved the Report

Board of Directors for the First Quarter of 2022

in 2022

The 3rd The meeting deliberated on and approved the

Extraordinary Proposal on Using Own Idle Funds to Purchase

Meeting of the 11 July 2022 12 July 2022 Wealth Management Products and Proposal on

Board of Directors Using Idle Funds to Purchase Wealth Management

in 2022 Products

The meeting deliberated on and approved the

Semi-annual Report for 2022 and Its Summary

Proposal on Provision of Reserves for Credit

Impairment and Asset Impairment Proposal on

Change of Accounting Policy Special Report on the

The 13th Meeting 22 August Deposit and Use of Raised Funds for the

of the 9th Board of 24 August 2022 Semi-annual Period of 2022 Proposal on Adding

Directors 2022 Implementation Location to the Private Placement

Raised Funds Investment Project of Innovation

Capacity Building of the Technical Centre Proposal

on Adding Implementation Entity to the Private

Placement Raised Funds Investment Project of

Relocation of Light Engines and Casting

The 4th The meeting deliberated on and approved the

Extraordinary Proposal on Planning to Participate in Capital25 August

Meeting of the 27 August 2022 Increase and Share Expansion and Related

Board of Directors 2022 Transactions of Jiangsu Horizon New Energy

in 2022 Technology Co. Ltd. and the Proposal on Planningto Sell Part of the Trading Financial Assets

The 5th

Extraordinary The meeting deliberated on and approved the29 September 30 September

Meeting of the Proposal on Planning to Use Bank Acceptances for

Board of Directors 2022 2022 Part of the Payments of Fund-raising Projects and

in 2022 Equal Replacement of Raised Funds

The 6th

Extraordinary The meeting deliberated on and approved the17 October 18 October

Meeting of the Proposal on Planning to Extend the Operation Period

Board of Directors 2022 2022 of Changzhou Synergetic Innovation Private Equity

in 2022 Fund (Limited Partnership)

The 14th Meeting

of the 9th

28 October 29 October

Board of The meeting deliberated on and approved the Report

Directors 2022 2022 of the Third Quarter of 2022

55Changchai Company Limited Annual Report 2022

The 7th

Extraordinary 15 December 16 December The meeting deliberated on and approved the

Meeting of the Proposal on Using Idle Funds to Purchase the Limit

Board of Directors 2022 2022 of Wealth Management Products

in 2022

2. Attendance of Directors at Board Meetings and General Meetings

Attendance of directors at board meetings and general meetings

Total The

number of Board director

Board Board

board Board meetings failed to

meetings meetings General

meetings meetings attended by attend two

Director attended the director meetings

the director attended on way of consecutiv

through a failed to attended

was site telecommu e board

proxy attend

eligible to nication meetings

attend (yes/no)

Shi Xinkun 11 2 9 0 0 No 1

Zhang Xin 11 2 9 0 0 No 1

Lin Tian 11 1 9 1 0 No 1

Xu Yi 11 2 9 0 0 No 1

Jiang He 11 2 9 0 0 No 1

Yang Feng 11 2 9 0 0 No 1

Xing Min 11 2 9 0 0 No 1

Wang

Mancang 11 2 9 0 0 No 1

Zhang Yan 11 2 9 0 0 No 1

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

N/A

3. 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.

4. 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 Work Rules comprehensively focused on the development and operation of the Company actively

attended the general meeting of shareholder and meeting of board of directors. Independent directors given

56Changchai Company Limited Annual Report 2022

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 2022 disclosed by the Company on http://www.cninfo.com.cn dated 12 April 2023.VII Special Committees under the Board of Directors during the Reporting Period

Number Specific

Important Other

Name of of Date of disputed

Members Contents comments and performance

committee meetings meeting matters

suggestions of duties

convened (if any)

The Company's

financial statements

have been prepared

in accordance with

the new Accounting

Standards for

Business

The meeting discussed and Enterprises and the

approved the Report on provisions of the

Financial Pre-audit in 2021 Company's relevant

Report on Audit Plan financial policies

19 Arrangement for 2021 and presented fairly

January Report on Internal Audit in all material

2022 Work in 2021 and Internal respects the

Audit Plan for 2022 and financial status of

Report on the Deposit and the Company as of

Use of Raised Funds for 31 December 2021

2021 and the operating

Zhang results and cash

flows for 2021. The

Audit Yan Company's financial

Committee Wang 3 and accounting

Mancang statements are

authentic and

Lin Tian accurate.The meeting reviewed and

approved the Annual

Financial Statements of the

Company for 2021 Proposal

on Provision of Reserves for

Asset Impairment Special It was consented

Report on the Deposit and

Use of Raised Funds for that both the

7 April 2021 the Annual proposals shall be

2022 Self-Evaluation Report on submitted to the

Internal Control for 2021 Board of Directors

Proposal on the

Re-appointment of the for discussion

Financial Audit Institution

for 2022 and Its Audit

Expenses and Proposal on

the Re-appointment of the

Internal Control Audit

57Changchai Company Limited Annual Report 2022

Institution for 2022

The meeting deliberated on

and approved the

Semi-annual Work Summary

of the Audit Department for

2022 the Semi-annual

Report for 2022 Proposal on

Provision of Reserves for

Credit Impairment and Asset

Impairment Special Report

on the Deposit and Use of

Raised Funds for the It was consented

Semi-annual Period of 2022 that both the

18 Proposal on Change of proposals shall be

August Accounting Policy Proposal

on Adding Implementation submitted to the2022

Location to the Private Board of Directors

Placement Raised Funds for discussion

Investment Project of

Innovation Capacity

Building of the Technical

Centre and Proposal on

Adding Implementation

Entity to the Private

Placement Raised Funds

Investment Project of

Relocation of Light Engines

and Casting

The meeting deliberated on

and approved the Contract

Xing on the Performance It was consented

Remuneration Min Appraisal of the Senior that both the

20

and Wang Management of the proposals shall be

1 January Company for the Year 2021

Evaluation Mancang

2022 and the Contract on the

submitted to the

Committee Shi Performance Appraisal of Board of Directors

Xinkun the Senior Management of for discussion

the Company for the Year

2022

VIII 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.IX Employees

1. Number Functions and Educational Backgrounds of Employees

Number of in-service employees of the Company as the parent at

2114

the period-end

58Changchai Company Limited Annual Report 2022

Number of in-service employees of major subsidiaries at the

542

period-end

Total number of in-service employees at the period-end 2656

Total number of paid employees in the Reporting Period 2656

Number of retirees to whom the Company as the parent or its

0

major subsidiaries need to pay retirement pensions

Functions

Function Employees

Production 1731

Sales 195

Technical 356

Financial 42

Administrative 288

Other 44

Total 2656

Educational backgrounds

Educational background Employees

Junior high school graduates and below 1133

High school graduates 747

College graduates and technical secondary school graduates 487

Bachelors 271

Masters and above 18

Total 2656

2. Employee Remuneration Policy

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

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

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

increase employees’ income steadily.

3. Employee Training Plans

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

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

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

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

sustainable development of the Company.

4. Labor Outsourcing

□ Applicable √ Not applicable

59Changchai Company Limited Annual Report 2022

X Profit Distributions (in the Form of Cash and/or Stock)

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

alternation of the profits distribution policies and the chapters as well as the regulations fully ensure the

opportunities for the medium and small shareholders to exert the functions and to provide advices as well as

appeals. The cash bonus of recent 3 years of the Company met with the regulations of the Articles of Association

and during the decision-making process of the profits distribution proposal the Independent Directors stated the

independent advices and fully respected the advices from the medium and small shareholders. The profits

distribution preplan and the turning capital reserve into share capital preplan of the Company were both met with

the relevant regulations of the Articles of Association and so on.Special statement about the cash dividend policy

In compliance with the Company’s Articles of Association and

Yes

resolution of general meeting

Specific and clear dividend standard and ratio Yes

Complete decision-making procedure and mechanism Yes

Independent directors faithfully performed their duties and played their

Yes

due role

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

Yes

desire and their legal rights and interests are fully protected

In case of adjusting or changing the cash dividend policy the

conditions and procedures involved are in compliance with applicable N/A

regulations and transparent

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) 0.10

Additional shares to be converted from capital reserve for every

0

10 shares (share)

Total shares as the basis for the profit distribution proposal

705692507

(share)

Cash dividends (RMB) (tax inclusive) 7056925.07

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

Total cash dividends (including those in other forms) (RMB) 7056925.07

Distributable profit (RMB) 915495909.35

Total cash dividends (including those in other forms) as % of

100%

total profit distribution

60Changchai Company Limited Annual Report 2022

Cash dividend policy

Other

Particulars about the dividend plan

The Board has approved a final dividend plan as follows: based on the total share capital of the Company at 31

December 2022 a cash dividend of RMB0.10 (tax inclusive) per 10 shares is to be distributed to the

shareholders with no bonus issue from either profit or capital reserves.XI Equity Incentive Plans Employee Stock Ownership Plans or Other Incentive Measures for

Employees

□ Applicable √ Not applicable

No such cases in the Reporting Period.XII 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

XIII Management of Subsidiaries by the Company during the Reporting Period

Problem

Solutio Subseq

s found

Solution n uent

Subsidiary Integration plan Progress on integration in

s taken progre solutio

integrati

ss n

on

Zhenjiang As the largest On 16 May 2022 Zhenjiang

Siyang shareholder of Siyang convened a meeting of

Diesel Zhenjiang Siyang shareholders the Board of

Engine N/A N/A N/A N/Athe Company Directors and the Board of

Manufacturi nominated Supervisors to elect new

ng Co. Ltd. directors members of the Board of

61Changchai Company Limited Annual Report 2022

supervisors and Directors the Board of

Management Supervisors and the

personnel for the Management. The directors

new Board of designated by the Company

Directors and accounted for more than half

Board of and Zhenjiang Siyang was

Supervisors and included in the Company’s

dispatched consolidated report. The

Management Company designated three

financial and Management personnel to

technical personnel Zhenjiang Siyang for routine

to Zhenjiang management financial and

Siyang for technical posts.production and

operations

management.XIV Self-Evaluation Report or Independent Auditor’s Report on Internal Control

1. Internal Control Self-Evaluation Report

Disclosure date of the internal

12 April 2023

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

Identification standards for internal control weaknesses

Weaknesses in internal control over Weaknesses in internal control

Type

financial reporting not related to financial reporting

The Company classified the defects Defects with the following

as serious defect important defect random characteristics should be

and general defect according to the recognized as serious defect:

influence degree from the internal 1) Seriously violated the national

control: laws and administrative

(1) Serious defect: refers to one or regulations and the normative

multiple groups with control defect documents;

which may lead the enterprise 2) “three significant one great”

Nature standard seriously deviates the control target; event had not been through the(2) Important defect: refers to one or collective decision-making

multiple groups with control defect process;

with the severity and the economic 3) the significant events involved

results lower than the great defect with the production and

but may still lead the enterprise operation of the Company lacked

seriously deviates the control target; of systematic control or the

(3) General defect: refers to other institutional system was invalid;

defect except for the great defect 4) the internal control of the

and significant defect. information disclosure was

62Changchai Company Limited Annual Report 2022

Nature standards: invalid which led the Company

defects with the following random be open condemned by the

characteristics should be recognized supervision department;

as serious defect: 5) the serious defect from the

1) the defect involves with the assessment results of the internal

malpractice of the Directors control had not been revised.Supervisors and Senior Executives;

2) revised the disclosed financial

report;

3) CPAs discovered the great

misstatement among the current

financial statement while which

could not be found during the

operating process of the internal

control;

4) the supervision from the Audit

Committee and the internal audit

institution of the enterprise was

invalid.Refer to the quantitative criteria

Quantitative standards: of the internal control defect of

The quantitative standards of the financial report to recognize

recognizing the significant degree of the quantitative criteria of the

the misstatement (including the false significant degree of the internal

negatives) of the consolidated control defect of the

financial report of the Company non-financial report of the

based on the data from the 2022 Company as:

Quantitative standard consolidated statements was as: Serious defect: possibly caused

Serious defect: misstatement≥5% of directly losses≥0.1% of the net

the annual profits assets

Important defect: 2.5% of the annual Important defect: 0.05% of the

profits≤ misstatement 5% of the net assets≤ possibly caused<

annual profits directly losses<0.1% of the net

General defect<2.5% of the annual assets

profits General defect: possibly causeddirectly losses<0.05% of the net

assets

Number of material weaknesses in

internal control over financial 0

reporting

Number of material weaknesses in

internal control not related to 0

financial reporting

Number of serious weaknesses in

internal control over financial 0

reporting

Number of serious weaknesses in

internal control not related to 0

financial reporting

63Changchai Company Limited Annual Report 2022

2. Independent Auditor’s Report on Internal Control

√ Applicable □ Not applicable

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

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

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

2022.

Independent auditor’s report on

Disclosed

internal control disclosed or not

Disclosure date 10 April 2023

Index to such report disclosed S.G. W[2023] E1111

Type of the auditor’s opinion Unmodified unqualified opinion

Material weaknesses in internal

control not related to financial None

reporting

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

Company’s internal control.□ Yes √ No

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

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

Governance of Listed Companies

N/A

64Changchai Company Limited Annual Report 2022

Part V Environmental and Social Responsibility

I Major 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

Administrative punishments received in the Reporting Period due to environmental issues:

Rectification

Company or Reason for Impact on the

Violation Punishment measures of the

subsidiary punishment Company

Company

N/A N/A N/A N/A N/A N/A

Actions taken during the Reporting Period to reduce carbon emissions and the impact:

√ Applicable □ Not applicable

See the 2022 Social Responsibility Report of Changchai Company Limited disclosed on

http://www.cninfo.com.cn dated 12 April 2023.Reasons for not disclosing other environment-related information:

N/A

II Social Responsibility

See the 2022 Social Responsibility Report of Changchai Company Limited disclosed on

http://www.cninfo.com.cn dated 12 April 2023.III Efforts in Poverty Alleviation and Rural Revitalization

N/A

65Changchai Company Limited Annual Report 2022

Part VI 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

Da

Ty te

pe of

of co

Ful

co m Term of

fill

Commitment Promisor m Details of commitment mi commit

me

mi tm ment

nt

tm ent

en ma

t kin

g

1. The company and its controlled related

parties have not reduced their holdings of

A

shares of Changchai Company from the

bo

six months prior to the announcement of

ut

the decision of the Board of Directors of

sh 29

Changchai Company Limited 10

ar Se

("Changchai Company") concerning the October

eh pte Ex

Changzhou Investment proposal to consider the non-public 2019

ol mb pir

Group Co. Ltd. offering of shares to the date of issuance -30

di er ed

of this Letter of Commitment. June

ng 20

2. The company and its controlled related 2022

Commitments made in re 20parties have no plan to reduce their

refinancing du

holdings of shares of Changchai Company

cti

from the date of issuance of this Letter of

on

Commitment to six months after the

completion of this issuance.A

bo It will not transfer the shares it has 5

5 July

ut obtained in the private placement of Jul On

Changzhou Investment 2021 -5

sh Changchai within 36 months starting from y goi

Group Co. Ltd. July

ar the date when the private placement of 20 ng

2024

e A-shares is allowed for public trading. 21

tra

66Changchai Company Limited Annual Report 2022

di

ng

re

str

ict

io

n

1. It undertakes not to interfere in the

Company's operation and management

activities beyond its authority and not to

encroach on the Company's interests;

2. It undertakes not to transfer benefits to

other entities or individuals free of charge

or on unfair terms nor to impair the

interests of the Company by any other

means;

3. After the issuance of this Letter of

Commitment and before the completion of

the Company's non-public offering of

shares if the China Securities Regulatory 11 11April

Ot Commission (CSRC) makes other new Ap 2020 On

Changzhou Investment

he regulatory provisions on the return filling ril -31 goi

Group Co. Ltd.r measures and commitments and the 20 Decemb ng

aforesaid commitments cannot meet such 20 er 9999

provisions of the CSRC it undertakes to

issue supplementary commitments in

accordance with the latest provisions of

the CSRC;

4. It undertakes to effectively implement

the Company's measures to fill the return

and any commitments made thereon. If the

Company breaches such commitments and

causes losses to the Company or the

investors the Company is willing to

compensate the Company or the investors

according to law.UBSAG Caitong Fund A

Management Co. Ltd. bo I/We undertake that I/we will not transfer

5

Changzhou Traffic ut the shares I/we have obtained in the 5 July

Jul Ex

Construction Investment sh private placement of Changchai within 6 2021-5

y pir

Development General ar months starting from the date when the January

20 ed

Company Chen Beiwen e private placement of A-shares is allowed 2022

21

Guotai Asset Management tra for public trading.Co. Ltd. Jiangxi Jintou di

67Changchai Company Limited Annual Report 2022

Industrial Development ng

Co. Ltd. Li Xueqin re

Nanhua Fund Co. Ltd. str

Enjoy (Ningbo) Asset ict

Management L.P. Nuode io

Asset Management Co. n

Ltd. Sun Meichun

Minmetals Securities Co.Ltd. Yao Jianquan China

National Gold Group

Asset Management Co.Ltd. and Zhou Zhiheng

Rewards Plan for Shareholders in Next

Three Years(2020-2022)

Under the premise of positive distributive

profit (remaining after-tax profits after

making up for the loss and extracting for

A the common reserves) in this year or half

bo year and abundant money flow and no 8

ut

Other commitments influence on the following-up going M Year ExChangchai Company di

made to minority concern after cash bonus the profits ay 2020-20 pir

shareholders Limited vi

de allocated by cash every year shouldn’t be 20 22 ed

nd lower than 10% of the allocable profits 20

s from parent company. Meanwhile the

accumulated allocable profits by cash in

the arbitrary continuous three accounting

years should not be lower than 30% of the

annual average allocable profits in those

three years.Fulfilled on time or not Yes

Specific reasons for

failing to fulfill

commitments on time N/A

and plans for next step

(if any)

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

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

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

Parties for Non-Operating Purposes

□ Applicable √ Not applicable

68Changchai Company Limited Annual Report 2022

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

□ Applicable √ Not applicable

No such cases in the Reporting Period.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

Changes to the accounting policies and why Approval process RemarkThe Company starts to implement the “Accountingtreatment for sales of products or by-products by

On 22 August 2022 the 13th Meeting

enterprises generated from fixed assets before reaching the

of the 9th Board of Directors and theNotes ofintended state of availability or from the period of R&D”

12th Meeting of the 9th Supervisorychanges to

and “Judgment on onerous contracts” and “Presentation ofCommittee were held by the Companyaccountingcentralized capital management” stipulated in the

on which the Proposal on Changes ofpolicies-(1)

Accounting Standards for Business Enterprises

Accounting Policies was approved.Interpretation No. 15 issued by the Ministry of Finance in

2021 since 1 January 2022.The Company starts to implement the “accountingtreatment of the income tax effect of financial instrument

related dividend whose issuer is classified as equity

Notes ofinstrument” and “accounting treatment of share-basedchanges to

payment in cash settlement modified into share-based /

accountingpayment in equity settlement by the enterprise” stipulated

policies-(2)

in the Accounting Standards for Business Enterprises

Interpretation No. 16 issued by the Ministry of Finance in

2022 since 13 December 2022.

Description of changes in accounting policies:

69Changchai Company Limited Annual Report 2022

(1) The impact of implementing the Interpretation No. 15 of Accounting Standards for Business Enterprises on the

Company

On 31 December 2021 the Ministry of Finance issued the Interpretation No. 15 of Accounting Standards for

Business Enterprises (C.K. [2021] No. 35) (hereinafter referred to as “Interpretation No. 15”). Contents of“accounting treatment of external sales of products or by-product produced by the enterprise before the fixedassets reach the intended usable state or during the research and development process (hereinafter referred to as‘Trial Sales’)” and “judgment on loss-making contracts” came into force on 1 January 2022.The Company implemented Interpretation No. 15 since the date of issuance and the implementation has no

material impact on the financial statements during the reporting period.

(2) The impact of implementing the Interpretation No. 16 of Accounting Standards for Business Enterprises on the

Company

On 13 December 2022 the Ministry of Finance issued the Interpretation No. 16 of Accounting Standards for

Business Enterprises (C.K. [2022] No. 31) (hereinafter referred to as “Interpretation No. 16”). The regulations of“accounting treatment for deferred income tax relating to assets and liabilities arising from a single transactionthat is not subject to the initial recognition exemption” came into force on 1 January 2023 allowing companies to

implement the exemption prior to the year of issuance which has not been implemented by the Company inadvance this year. In addition the contents of “accounting treatment of the income tax effect of financialinstrument related dividend whose issuer is classified as equity instrument” and “accounting treatment ofshare-based payment in cash settlement modified into share-based payment in equity settlement by the enterprise”

came into force on the issuance date.The Company implemented Interpretation No. 16 since the date of issuance and the implementation has no

material impact on the financial statements during the reporting period.VII YoY Changes to the Scope of the Consolidated Financial Statements

√ Applicable □ Not applicable

The Sixth Extraordinary Meeting of the Board of Directors in 2021 held by the Company on 28 October 2021

deliberated on and approved the Proposal on Participation in Bidding for 41.5% Equity Interests in Zhenjiang

Siyang Diesel Engine Manufacturing Co. Ltd. authorizing the Management of the Company to participate in

bidding for 41.5% equity interest in Zhenjiang Siyang Diesel Engine Manufacturing Co. Ltd. (hereinafter referred

to as "Zhenjiang Siyang") that had been put out for sale by Jiangsu Keda Assets Marketing Co. Ltd. (hereinafter

“Keda Assets”). On 12 January 2022 Jiangsu Assets and Equity Exchange Co. Ltd. issued the Confirmation of

Transaction on the Transfer of 41.5% Equity Interests (Corresponding to Capital Contribution of RMB830000) in

Zhenjiang Siyang Diesel Engine Manufacturing Co. Ltd. The Company won the bid for the 41.5% equity

interests in Zhenjiang Siyang at a price of RMB33520800.00. On 23 February 2022 the Company signed the

Contract on Transfer of State-owned Property Rights with Keda Assets. On 9 March 2022 Zhenjiang Siyang has

completed the relevant registration alteration formalities with the competent industrial and commercial

administration. On 16 May 2022 Zhenjiang Siyang held meetings of shareholders the Board of Directors and the

Supervisory Committee to elect and appoint new members for the Board of Directors the Supervisory Committee

and management. The Company holds more than half of the board seats of Zhejiang Siyang and Zhenjiang Siyang

has been included in the consolidated financial statements of the Company. Since then the number of subsidiaries

within the consolidation scope of the Company increases to eight from seven.

70Changchai Company Limited Annual Report 2022

VIII Engagement and Disengagement of Independent Auditor

Current independent auditor:

Gongzheng Tianye Certified Public Accountants

Name of the domestic independent auditor

(Special General Partnership)

The Company’s payment to the domestic independent

60

auditor (RMB’0000)

How many consecutive years the domestic independent

21

auditor has provided audit service for the Company

Names of the certified public accountants from the

domestic independent auditor writing signatures on the Wang Wenkai Qin Zhijun

auditor’s report

How many consecutive years the certified public

Two years for Wang Wenkai two years for Qin

accountants have provided audit service for the

Zhijun

Company

Indicate by tick mark whether the independent auditor was changed for the Reporting Period.□ Yes √ No

Independent auditor financial advisor or sponsor engaged for the audit of internal controls:

√Applicable □ Not applicable

In this year the Company retained Gongzheng Tianye Certified Public Accountants (Special General Partnership)

as the audit institution for its internal control at the audit fees of RMB120000.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.

71Changchai Company Limited Annual Report 2022

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.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

72Changchai Company Limited Annual Report 2022

On 25 August 2022 the Company held the Fourth Interim Meeting of the Board of Directors and the Fourth

Interim Meeting of the Supervisory Committee in 2022 and deliberated and approved the Proposal on Planning to

Participate in Capital Increase and Share Expansion and Related Transactions of Jiangsu Horizon New Energy

Technology Co. Ltd. agreeing to increase RMB75 million capital to Horizon New Energy for the subscription of

its newly registered capital of RMB18844200 and authorizing Shi Xinkun the Company’s Chairman to sign

capital increase agreements with related parties. In August 2022 Horizon New Energy and its shareholders signed

the Capital Increase Agreement of Jiangsu Horizon New Energy Technology Co. Ltd. agreeing that the registered

capital of Horizon New Energy was increased from RMB1405622491 to RMB1.75 billion. In October 2022

Horizon New Energy completed the industrial and commercial change registration procedures according to the

aforesaid capital increase agreement and obtained the new business license.Index to the public announcements about the said related-party transactions disclosed

Title of public announcement Disclosure date Disclosure website

Proposal on Planning to Participate in Capital

Increase and Share Expansion and Related

27 August 2022 www.cninfo.com.cn

Transactions of Jiangsu Horizon New Energy

Technology Co. Ltd.XV Major Contracts and Execution thereof

1. Entrustment Contracting and Leases

(1) Entrustment

□ Applicable √ Not applicable

No such cases in the Reporting Period.

(2) Contracting

□ Applicable √ Not applicable

No such cases in the Reporting Period.

(3) Leases

□ Applicable √ Not applicable

No such cases in the Reporting Period.

2. Major Guarantees

√ Applicable □ Not applicable

Unit: RMB'0000

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

Disclos Line of Actual Actual Havin Guara

Guarantee-receiv Type of Term of

ure date guarant occurrence guarante g ntee

ing entity guarantee guarantee

of the ee date e expire for a

73Changchai Company Limited Annual Report 2022

guarant (agreement amount d or relate

ee line signing date) not d

announc party

ement or not

Guarantees provided by the Company as the parent for its subsidiaries

Disclos Guara

ure date Actual Havin ntee

Actual

of the Line of occurrence g for a

Guarantee-receiv guarante Type of Term of

guarant guarant date expire relate

ing entity e guarantee guarantee

ee line ee (agreement d or d

amount

announ signing date) not party

cement or not

Changzhou

Changchai

Horizon 15 April Joint

2000 7 May 2021 2000 1 year Yes No

Agricultural 2021 liability

Equipment Co.Ltd.Total actual amount

Total approved line for such

of such guarantees in

guarantees in the Reporting 0 500

the Reporting Period

Period (B1)

(B2)

Total actual balance

Total approved line for such of such guarantees at

guarantees at the end of the 0 the end of the 0

Reporting Period (B3) Reporting Period

(B4)

Guarantees between subsidiaries

Disclos

Guara

ure date Actual Havin

Actual ntee

of the Line of occurrence g

Guarantee-receiv guarante Type of Term of for a

guarant guarant date expire

ing entity e guarantee guarantee related

ee line ee (agreement d or

amount party

announ signing date) not

or not

cement

Total guarantee amount (total of the three kinds of guarantees above)

Total actual

Total guarantee line

guarantee amount in

approved in the Reporting 0 500

the Reporting Period

Period (A1+B1+C1)

(A2+B2+C2)

Total approved guarantee Total actual

line at the end of the guarantee balance at

00

Reporting Period the end of the

(A3+B3+C3) Reporting Period

74Changchai Company Limited Annual Report 2022

(A4+B4+C4)

Total actual guarantee amount (A4+B4+C4) as % of the

0.00%

Company’s net assets

Of which:

Balance of guarantees provided for shareholders the de

0

facto controller and their related parties (D)

Balance of debt guarantees provided directly or

indirectly for entities with an over 70% debt/asset ratio 0

(E)

Amount by which the total guarantee amount exceeds

0

50% of the Company’s net assets (F)

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

Possibility of having to execute joint liability on

N/A

outstanding guarantees (if any)

Irregularities in the provision of guarantees to external

N/A

parties (if any)

Compound guarantees: N/A

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

Unrecovered

Unrecovered overdue

Capital

Specific type Amount incurred Undue balance overdue amount with

resources

amount provision for

impairment

Broker

financial Self-funded 885 600 0 0

products

Bank financial

Self-funded 18200 18200 0 0

products

Broker

financial Raised-funded 5000 0 0 0

products

Bank financial

Raised-funded 28000 10000 0 0

products

Total 52085 28800 0 0

75Changchai Company Limited Annual Report 2022

High-risk wealth management transactions with a significant single amount or with low security low liquidity:

□ Applicable √ Not applicable

Situation where the principal is expectedly irrecoverable or an impairment may be incurred:

□ 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.XVI Other Significant Events

□ Applicable √ Not applicable

XVII Significant Events of Subsidiaries

□ Applicable √ Not applicable

76Changchai Company Limited Annual Report 2022

Part VII 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 divide

Ne divide nd

Percent w nd conver Percent

Number Other Subtotal Number

age (%) issu conver ted age (%)

es ted from

from capital

profit reserv

es

1. Restricted 144318 20.45% -8750000 -8750000 5681818

shares 181 0.00 0.00 1

8.05%

1.1 Shares held

00.00%0.000.0000.00%

by government

1.2 Shares held

by state-owned 72045453 10.21%

-1522727-15227275681818

2.002.001.008.05%

legal persons

1.3 Shares held

by other 688636 9.76% -6886363 -6886363

domestic 38 8.00 8.00

00.00%

investors

Among which:

Shares held by 488181

786.92%

-4881817-4881817

domestic legal 8.00 8.00

00.00%

persons

S

hares held by 200454 2.84% -2004546 -200454660 0.00 0.00 0 0.00%domestic

natural persons

1.4 Shares held

by foreign 3409090 0.48%

-3409090-3409090.00.0000.00%

investors

Among which:

Shares held by 340909

00.48%

-3409090-3409090

foreign legal .00 .00

00.00%

persons

77Changchai Company Limited Annual Report 2022

S

hares held by

00.00%0000.00%

foreign natural

persons

2. Unrestricted 561374 79.55% 8750000 8750000 6488743

shares 326 0.00 0.00 26

91.95%

2.1

RMB-denomin 411374 58.29% 8750000 8750000 4988743326 0.00 0.00 26 70.69%ated ordinary

shares

2.2

Domestically 150000 21.26% 0 0 1500000 21.26%

listed foreign 000 00

shares

2.3 Oversea

listed foreign 0 0.00% 0 0 0 0.00%

shares

2.4 Other 0 0.00% 0 0 0 0.00%

3. Total shares 705692 100.00 0 0 7056925 100.00507 % 07 %

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

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

Unit: share

Restricted

Restricted

shares Restricted Restricted shares

Name of the amount at shares shares Restricted shares

relieved of increased amount at Restricted reasonsshareholders the

the period of the

relieved date

the

period-begi period

period-end

n

Additional issuance

UBS AG 3409090 3409090 0 0 5 January 2022

of 3409090 shares

78Changchai Company Limited Annual Report 2022

through the private

placement of shares

Additional issuance

Caitong Fund

of 7909090 shares

Management 7909090 7909090 0 0 5 January 2022

through the private

Co. Ltd.placement of shares

Jiangxi

Additional issuance

Jintou

of 4545454 shares

Industrial 4545454 4545454 0 0 5 January 2022

through the private

Development

placement of shares

Co. Ltd.Additional issuance

Guotai Asset

of 8181818 shares

Management 8181818 8181818 0 0 5 January 2022

through the private

Co. Ltd.placement of shares

Enjoy

Additional issuance

(Ningbo)

of 6818181 shares

Asset 6818181 6818181 0 0 5 January 2022

through the private

Management

placement of shares

L.P.Additional issuance

Zhou of 3409090 shares

3409090 3409090 0 0 5 January 2022

Zhiheng through the private

placement of shares

China

Additional issuance

National

of 10681818

Gold Group

10681818 10681818 0 0 shares through the 5 January 2022

Asset

private placement

Management

of shares

Co. Ltd.Additional issuance

of 4545454 shares

Sun Meichun 4545454 4545454 0 0 5 January 2022

through the private

placement of shares

Additional issuance

Nuode Asset of 11363636

Management 11363636 11363636 0 0 shares through the 5 January 2022

Co. Ltd. private placement

of shares

Additional issuance

Minmetals

of 4545454 shares

Securities 4545454 4545454 0 0 5 January 2022

through the private

Co. Ltd.placement of shares

79Changchai Company Limited Annual Report 2022

Additional issuance

of 7272727 shares

Chen Beiwen 7272727 7272727 0 0 5 January 2022

through the private

placement of shares

Additional issuance

Nanhua Fund of 5454545 shares

5454545 5454545 0 0 5 January 2022

Co. Ltd. through the private

placement of shares

Additional issuance

of 4545454 shares

Yao Jianquan 4545454 4545454 0 0 5 January 2022

through the private

placement of shares

Changzhou

Transportatio

Additional issuance

n

of 4545454 shares

Construction 4545454 4545454 0 0 5 January 2022

through the private

Investment

placement of shares

Development

Co. Ltd.Additional issuance

of 272735 shares

Li Xueqin 272735 272735 0 0 5 January 2022

through the private

placement of shares

Total 87500000 87500000 0 0 -- --

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

Unit: share

80Changchai Company Limited Annual Report 2022

Number of

Number of

preferred

ordinary Number of

shareholders with

Number of shareholders at preferred

resumed voting

ordinary 50886 the month-end 49998 shareholders 0 0

rights at the

shareholders prior to the with resumed

month-end prior

disclosure of this voting rights

to the disclosure

Report

of this Report

5% or greater shareholders or top 10 shareholders

Increase/d Shares in pledge

Shareho

Total shares ecrease in or frozen

Name of Nature of lding Restricted Unrestricted

held at the the

shareholder shareholder percent shares held shares held

period-end Reporting Status Shares

age

Period

Changzhou

State-owned

Investment Group 32.26% 227663417 56818181 170845236

legal person

Co. Ltd

Domestic

Chen Jian natural 0.71% 4979900 4979900

person

MORGAN

STANLEY & CO. Foreign legal

INTERNATIONA person 0.45% 3146392 3146392

L PLC.KGI ASIA Foreign legal

LIMITED person 0.44% 3101695 3101695

Domestic

Yang Xuee natural 0.37% 2611500 2611500

person

China Minsheng

Bank-Goldstate

Yuanqi Dynamic

Asset Allocation Other 0.36% 2530800 2530800

Mixed Type

Securities

Investment Fund

CLSAAsset

Management Foreign legal

Limited-Clients’ person 0.25% 1780068 1780068

Capital

Domestic

Dai Wenping natural 0.25% 1776200 1776200

person

Domestic

Li Suinan natural 0.22% 1569100 1569100

person

Domestic

Huang Guoliang natural 0.22% 1528891 1528891

person

Strategic investor or general legal N/A

81Changchai Company Limited Annual Report 2022

person becoming a top-10

ordinary shareholder due to rights

issue (if any)

It is unknown whether there is among the top 10 public shareholders and the

Related or acting-in-concert

top 10 unrestricted public shareholders any related parties or acting-in-concert

parties among the shareholders

parties as defined in the Administrative Measures for Information Regarding

above

Shareholding Alteration.Above shareholders involved in

entrusting/being entrusted with

N/A

voting rights and giving up voting

rights

Special account for share

repurchases (if any) among the N/A

top 10 shareholders

Top 10 unrestricted shareholders

Unrestricted shares held at the Shares by type

Name of shareholder

period-end Type Shares

Changzhou Investment Group RMB-denominated

170845236170845236

Co. Ltd ordinary share

RMB-denominated

Chen Jian 4979900 4979900

ordinary share

MORGAN STANLEY & CO. RMB-denominated

INTERNATIONAL PLC. 3146392 3146392ordinary share

Domestically listed

KGI ASIA LIMITED 3101695 3101695

foreign share

RMB-denominated

Yang Xuee 2611500 2611500

ordinary share

China Minsheng Bank-Goldstate

Yuanqi Dynamic Asset RMB-denominated

Allocation Mixed Type 2530800 2530800ordinary share

Securities Investment Fund

CLSAAsset Management RMB-denominated

Limited-Clients’ Capital 1780068 1780068ordinary share

RMB-denominated

Dai Wenping 1776200 1776200

ordinary share

Li Suinan 1569100 Domestically listedforeign share 1569100

Huang Guoliang 1528891 Domestically listedforeign share 1528891

Related or acting-in-concert

parties among top 10 unrestricted It is unknown whether there is among the top 10 public shareholders and the

public 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 10 Shareholding Alteration.shareholders

82Changchai Company Limited Annual Report 2022

Top 10 ordinary shareholders

Shareholders Chen Jian and Dai Wenping held 3320000 and 1610200 shares

involved in securities margin

respectively in the Company through their margin accounts.trading (if any)

Indicate by tick mark whether any of the top 10 ordinary shareholders or the top 10 unrestricted ordinary

shareholders of the Company conducted any promissory repo during the Reporting Period.□ Yes √ No

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 representative/ Date of Unified social

Principal activity

shareholder person in establishment credit code

charge

Changzhou Investment 913204004672839 Property investment

Chen Limin 20 June 2002

Group Co. Ltd 80X and management

Controlling shareholder’s

holdings in other listed

companies at home or None

abroad in the Reporting

Period

Change of the controlling shareholder in the Reporting Period:

□ Applicable √ Not applicable

No such cases in the Reporting Period.

3. Actual Controller and Its Acting-in-Concert Parties

Nature of the actual controller: Local institution for state-owned assets management

Type of the actual controller: Legal person

Legal

representativ Date of

Name of actual controller Unified social credit code Principal activity

e/person in establishment

charge

State-owned Assets

Supervision and

Administration Wang

11320400014110251M Not applicable

Commission of Wenzhuo

Changzhou Municipal

People’s Government

Other listed companies at

home or abroad None

controlled by the actual

83Changchai Company Limited Annual Report 2022

controller in the

Reporting Period

Change of the actual controller during the Reporting Period:

□ Applicable √ Not applicable

No such cases in the Reporting Period.Ownership and control relations between the actual controller and the Company:

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

Changzhou Investment Group Co. Ltd. the controlling shareholder of the Company participated in the

non-public offering of shares of the Company and was allotted 56818181 shares with a subscription amount of

RMB249999996.40. The shares were listed on 5 July 2021 with a 36-month lock-up period and a release date of

5 July 2024.

84Changchai Company Limited Annual Report 2022

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

85Changchai Company Limited Annual Report 2022

Part VIII Preference Shares

□ Applicable √ Not applicable

No preference shares in the Reporting Period.

86Changchai Company Limited Annual Report 2022

Part IX Bonds

□ Applicable √ Not applicable

87Changchai Company Limited Annual Report 2022

Part X Financial Statements

I Independent Auditor’s Report

Type of the independent auditor’s opinion Unmodified unqualified opinion

Date of signing this report 10th April 2023

Gongzheng Tianye Certified Public Accountants

Name of the independent auditor

(Special General Partnership)

No. of the auditor’s report S.G. No.W[2023]A351

Name of the certified public accountants Wang Wenkai Qin Zhijun

Text of the Independent Auditor’s Report

To the Shareholders of Changchai Company Limited

I Opinion

We have audited the accompanying financial statements of Changchai Company Limited. (together with its

consolidated subsidiaries included in the consolidated financial statements the “Company”) which comprise the

parent’s and consolidated balance sheets as at 31 December 2022 the parent’s and consolidated income statements

the parent’s and consolidated cash flow statements the parent’s and consolidated statements of changes in owners’

equity for the year then ended as well as the notes to the financial statements.In our opinion the financial statements attached were prepared in line with the regulations of Accounting

Standards for Business Enterprises in all significant aspects which gave a true and fair view of the consolidated

and parent financial position of Changchai Company Limited. As at 31 December 2022 and the consolidated and

parent business performance and cash flow for 2022.II Basis for Opinion

We conducted our audits in accordance with the Audit Standards for Chinese Registered Accountants. Our

responsibilities under those standards are further described in the Auditor’s Responsibilities for Audit of Financial

Statements section of our report. We are independent of the Company in accordance with the China Code of

Ethics for Certified Public Accountants and we have fulfilled our other ethical responsibilities in accordance with

the said Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.III Key Audit Matters

Key audit matters are those matters that in our professional judgment were of most significance in our audit of

the financial statements of the current period. These matters were addressed in the context of our audit of the

financial statements as a whole and in forming our opinion thereon and we do not provide a separate opinion on

these matters. And key audit matter identified in our audit is summarized as follows:

(I) Recognition of revenue

1. Description of the item

For details and analysis of the accounting policies for revenue recognition please refer to accounting policies

stated in the notes to financial statements “III. 30. Revenue” and “V. 37. Operating income and operating cost”. In

2022 the operating income of Changchai Company amounted to RMB2182043100.

Since the operating revenue is one of key performance indicators of the Company and there is the inherent risk

that the management may manipulate the timing of revenue recognition for the purpose of achieving certain goals

or expectations so we identify the revenue recognition as a key audit item.

88Changchai Company Limited Annual Report 2022

2. Response for audit

(1) Know the key internal control related to revenue recognition evaluate whether its design and execution are

valid or not and test the operation effectiveness of the related internal control.

(2) Interview the management know about the recognition policies regarding revenue of the Company get and

check contracts or agreements of the Company signed with customers identify contract terms related to the

recognition of sales revenue of products and evaluate whether the revenue recognition of the Company meets the

requirements of accounting standards for business enterprises.

(3) For sales revenue conducting sampling tests on supporting documents related to revenue recognition so as to

check supporting documents such as terms associated with control transfer of commodities in sales contracts and

documentation collected and acknowledged by auxiliary manufacturers (including but not limited to sales

contracts orders sales invoices delivery notes export customs declarations etc.);

(4) Check the operating revenue recognized before and after the balance sheet date to the supporting documents

such as shipping order declaration for exportation and etc by sampling method to assess whether the operating

revenue is recognized within appropriate period.

(5) Implement the confirmation by drawing sample to recognize the balance of accounts receivable and the

amount of sales revenue according to the features and natures of customer transaction.(II) Bad debt provision for accounts receivable

1. Description of the item

As accounting policies stated in the notes to financial statements “III. 10. Impairment of financial instruments”

and “V. 4. Accounts receivable”. On 31 December 2022 the book balance of accounts receivable of Changchai

Company stood at RMB522168300 the bad debt provision amounted to RMB151846100 million and the book

value was RMB370322200 accounting for 7.10% of the total assets at the end of the reporting period. As the

balance of accounts receivable is significant and the judgement of the Management is involved in the withdrawal

of bad debt provision of accounts receivable we consider this as a key audit matter.

2. Response for audit

(1) Access Changchai’s internal control systems of sales and accounts receivable management to understand and

evaluate the design of internal control and carry out walk-through test to confirm the implementation of internal

control systems.

(2) Analyze and confirm the reasonableness of Changchai’s accounting estimates of bad debt provision for

accounts receivable including the basis for determining the combination of accounts receivable the expected

credit loss rate and the judgment of impairment test of accounts receivable evaluated individually.

(3) Combined bad debt provision policy for accounts receivable verifying the accuracy of the basis for

determining accounts receivable portfolio and the reasonableness of bad debt provision separately accrued;

(4) Access and check the account receivable details aging schedule statement of provisions for bad debts and

confirm the reasonableness of bad debt provision for accounts receivable by combining with the request of

confirmation of balance and subsequent collection inspection;

(5) For accounts receivable with bad debt provision by single item referring to corresponding contracts and other

information to obtain an understanding of sales and repayments and determine whether the bad debt provision by

single item is adequately withdrawn.

(6) Send request for confirmation of balance and confirm the authenticity and accuracy of the amount of accounts

receivable on the balance sheet date by combining with subsequent inspection and other procedures.IV Other Information

The Company’s management (hereinafter referred to as “management”) is responsible for the other information.The other information comprises all of the information included in the Company’s 2022 Annual Report other than

89Changchai Company Limited Annual Report 2022

the financial statements and our auditor’s report thereon.Our opinion on the financial statements does not cover the other information and we do not express any form of

assurance conclusion thereon.In connection with our audit of the financial statements our responsibility is to read the other information and in

doing so consider whether the other information is materially inconsistent with the financial statements or our

knowledge obtained in the audit or otherwise appears to be materially misstated. If based on the work we have

performed we conclude that there is a material misstatement of this other information; we are required to report

that fact. We have nothing to report in this regard.V Responsibilities of Management and Those Charged with Governance for Financial Statements

The management is responsible for the preparation of the financial statements that give a fair view in accordance

with CAS and for designing implementing and maintaining such internal control as the management determines

is necessary to enable the preparation of financial statements that are free from material misstatement whether

due to fraud or error.In preparing the financial statements the management is responsible for assessing the Company’s ability to

continue as a going concern disclosing matters related to going concern (if applicable) and using the going

concern basis of accounting unless the management either intends to liquidate the Company or to cease operations

or have no realistic alternative but to do so.Those charged with governance are responsible for overseeing the Company’s financial reporting process.VI Auditor’s Responsibilities for Audit of Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement whether due to fraud or error and to issue an auditor’s report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance

with CAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error

and are considered material if individually or in the aggregate they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements.As part of an audit in accordance with CAS we exercise professional judgment and maintain professional

skepticism throughout the audit. We also:

(1) Identify and assess the risks of material misstatement of the financial statements whether due to fraud or error

design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and

appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from

fraud is higher than for one resulting from error as fraud may involve collusion forgery intentional omissions

misrepresentations or the override of internal control.

(2) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances.

(3) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and

related disclosures made by the management.

(4) Conclude on the appropriateness of the management’s use of the going concern basis of accounting and based

on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast

significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material

uncertainty exists we are required by CAS to draw users’ attention in our auditor’s report to the related

disclosures in the financial statements. If such disclosures are inadequate we need to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However future events

or conditions may cause the Company to cease to continue as a going concern.

(5) Evaluate the overall presentation structure and content of the financial statements and whether the financial

90Changchai Company Limited Annual Report 2022

statements represent the underlying transactions and events in a manner that achieves fair presentation.

(6) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business

activities within the Company to express an opinion on the financial statements. We are responsible for the

direction supervision and performance of the Company audit. We remain solely responsible for our audit opinion.We communicate with those charged with governance regarding the planned scope and timing of the audit and

significant audit findings including any noteworthy deficiencies in internal control that we identify during our

audit.We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence and communicate with them all relationships and other matters that may

reasonably be thought to bear on our independence and where applicable related safeguards.From the matters communicated with those charged with governance we determine those matters that were of

most significance in the audit of the financial statements of the current period and are therefore the key audit

matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure

about the matter or when in extremely rare circumstances we determine that a matter should not be

communicated in our report because the adverse consequences of doing so would reasonably be expected to

outweigh the public interest benefits of such communication.Gongzheng Tianye Certified Public Accountants Chinese CPA: Wang Wenkai

(Special General Partnership) (Engagement Partner)

Chinese CPA: Qin Zhijun

Wuxi · China 10th April 2023

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 2022

Unit: RMB

Item 31 December 2022 1 January 2022

Current assets:

Monetary assets 930013350.97 707966678.74

Settlement reserve

Interbank loans granted

Held-for-trading financial assets 370103602.57 404053261.57

Derivative financial assets

Notes receivable 297125872.54 334311236.78

Accounts receivable 370322179.77 375209126.48

Accounts receivable financing 242813392.79 497388826.02

Prepayments 6330202.69 8197418.39

Premiums receivable

91Changchai Company Limited Annual Report 2022

Reinsurance receivables

Receivable reinsurance contract

reserve

Other receivables 32938305.16 19515350.52

Including: Interest receivable

Dividends

receivable

Financial assets purchased under

resale agreements

Inventories 571996881.74 651083758.18

Contract assets

Assets held for sale

Current portion of non-current

assets

Other current assets 49279022.49 44060822.57

Total current assets 2870922810.72 3041786479.25

Non-current assets:

Loans and advances to

customers

Investments in debt obligations 39309587.93 37898226.39

Investments in other debt

obligations

Long-term receivables

Long-term equity investments

Investments in other equity

955560240.08779877646.53

instruments

Other non-current financial

373500000.00112500000.00

assets

Investment property 42160779.65 44597255.21

Fixed assets 720061387.76 402915521.65

Construction in progress 30281547.56 270305690.91

Productive living assets

Oil and gas assets

Right-of-use assets

Intangible assets 157392217.54 155154745.91

Development costs

Goodwill

Long-term prepaid expense 3279970.32 110345.30

Deferred income tax assets 26220575.93 10693809.23

Other non-current assets 670735.93 4543240.88

Total non-current assets 2348437042.70 1818596482.01

Total assets 5219359853.42 4860382961.26

Current liabilities:

Short-term borrowings 115437700.65 73971466.65

92Changchai Company Limited Annual Report 2022

Borrowings from the central

bank

Interbank loans obtained

Held-for-trading financial

liabilities

Derivative financial liabilities

Notes payable 471876397.72 550774400.00

Accounts payable 747010098.88 666186668.82

Advances from customers 837425.55 660965.62

Contract liabilities 32843692.83 26864081.97

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 49351022.47 45385667.48

Taxes payable 8570175.39 5306378.82

Other payables 160046882.93 148361373.29

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 78645741.16 88938192.79

Total current liabilities 1664619137.58 1606449195.44

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

payable

Provisions

Deferred income 36205625.94 39615355.40

93Changchai Company Limited Annual Report 2022

Deferred income tax liabilities 161360251.33 117344161.11

Other non-current liabilities

Total non-current liabilities 197565877.27 156959516.51

Total liabilities 1862185014.85 1763408711.95

Owners’ equity:

Share capital 705692507.00 705692507.00

Other equity instruments

Including: Preferred shares

Perpetual bonds

Capital reserves 640133963.01 640676218.40

Less: Treasury stock

Other comprehensive income 655341704.07 506011499.55

Specific reserve 18848856.75 18812950.04

Surplus reserves 349197725.72 334144488.46

General reserve

Retained earnings 915495909.35 872212354.88

Total equity attributable to owners

3284710665.903077550018.33

of the Company as the parent

Non-controlling interests 72464172.67 19424230.98

Total owners’ equity 3357174838.57 3096974249.31

Total liabilities and owners’ equity 5219359853.42 4860382961.26

Legal representative: Shi Xinkun General Manager: Zhang Xin

Head of the accounting department: Jiang He

94Changchai Company Limited Annual Report 2022

2. Balance Sheet of the Company as the Parent

Unit: RMB

Item 31 December 2022 1 January 2022

Current assets:

Monetary assets 792744709.77 615184387.01

Held-for-trading financial assets 280354111.11 262004030.14

Derivative financial assets

Notes receivable 282556327.54 312118296.88

Accounts receivable 329060940.50 349135255.42

Accounts receivable financing 291837385.00 497388826.02

Prepayments 3097586.07 2727652.23

Other receivables 179596495.57 26497081.34

Including: Interest receivable

Dividends

receivable

Inventories 397626837.43 516588187.24

Contract assets

Assets held for sale

Current portion of non-current

assets

Other current assets 15594949.05 21292211.46

Total current assets 2572469342.04 2602935927.74

Non-current assets:

Investments in debt obligations 39309587.93 37898226.39

Investments in other debt

obligations

Long-term receivables

Long-term equity investments 569273530.03 535752730.03

Investments in other equity

955560240.08779877646.53

instruments

Other non-current financial

373500000.00112500000.00

assets

Investment property 42160779.65 44597255.21

Fixed assets 249558305.21 325034679.67

Construction in progress 18366604.84 15557418.76

Productive living assets

Oil and gas assets

Right-of-use assets

Intangible assets 64783364.89 66621426.26

Development costs

Goodwill

Long-term prepaid expense

Deferred income tax assets 19860262.43 9613375.32

Other non-current assets

95Changchai Company Limited Annual Report 2022

Total non-current assets 2332372675.06 1927452758.17

Total assets 4904842017.10 4530388685.91

Current liabilities:

Short-term borrowings 108437700.65 58971466.65

Held-for-trading financial

liabilities

Derivative financial liabilities

Notes payable 518918596.58 544444400.00

Accounts payable 541911517.64 546689207.59

Advances from customers 837425.55 660965.62

Contract liabilities 24129579.35 24730270.44

Employee benefits payable 41558489.86 37861577.50

Taxes payable 3119171.69 2955053.82

Other payables 151206684.89 135773368.98

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 67810395.33 63535570.11

Total current liabilities 1457929561.54 1415621880.71

Non-current liabilities:

Long-term borrowings

Bonds payable

Including: Preferred shares

Perpetual bonds

Lease liabilities

Long-term payables

Long-term employee benefits

payable

Provisions

Deferred income 36205625.94 39615355.40

Deferred income tax liabilities 149039152.68 95034251.50

Other non-current liabilities

Total non-current liabilities 185244778.62 134649606.90

Total liabilities 1643174340.16 1550271487.61

Owners’ equity:

Share capital 705692507.00 705692507.00

Other equity instruments

Including: Preferred shares

Perpetual bonds

Capital reserves 659418700.67 659418700.67

Less: Treasury stock

96Changchai Company Limited Annual Report 2022

Other comprehensive income 655341704.07 506011499.55

Specific reserve 18848856.75 18812950.04

Surplus reserves 349197725.72 334144488.46

Retained earnings 873168182.73 756037052.58

Total owners’ equity 3261667676.94 2980117198.30

Total liabilities and owners’ equity 4904842017.10 4530388685.91

Legal representative: Shi Xinkun General Manager: Zhang Xin

Head of the accounting department: Jiang He

97Changchai Company Limited Annual Report 2022

3. Consolidated Income Statement

Unit: RMB

Item 2022 2021

1. Revenue 2182043095.61 2452430515.60

Including: Operating revenue 2182043095.61 2452430515.60

Interest income

Insurance premium income

Handling charge and commission income

2. Costs and expenses 2247441538.64 2399524185.52

Including: Cost of sales 1948677036.52 2084671762.08

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 16973196.26 15125948.96

Selling expense 102630223.71 117242290.32

Administrative expense 119511189.72 98890284.22

R&D expense 81239597.06 82390284.14

Finance costs -21589704.63 1203615.80

Including: Interest expense 1993453.71 5907625.42

Interest income 12804077.19 7921535.62

Add: Other income 7184028.05 6633332.38

Return on investment (“-” for loss) 7969467.19 9327296.95

Including: Share of profit or loss of joint ventures

and associates

Income from the derecognition of financial assets

at amortized cost (“-” for loss)

Exchange gain (“-” for loss)

Net gain on exposure hedges (“-” for loss)

Gain on changes in fair value (“-” for loss) 145243457.17 104570498.36

Credit impairment loss (“-” for loss) -2953740.73 -52017151.82

Asset impairment loss (“-” for loss) -14367197.27 -8676024.20

Asset disposal income (“-” for loss) 393161.73 155515.49

3. Operating profit (“-” for loss) 78070733.11 112899797.24

Add: Non-operating income 4257942.65 4037896.76

Less: Non-operating expense 618463.56 1637033.05

4. Profit before tax (“-” for loss) 81710212.20 115300660.95

Less: Income tax expense 2464079.74 12368786.58

5. Net profit (“-” for net loss) 79246132.46 102931874.37

5.1 By operating continuity

98Changchai Company Limited Annual Report 2022

5.1.1 Net profit from continuing operations (“-” for net

79246132.46102931874.37

loss)

5.1.2 Net profit from discontinued operations (“-” for net

loss)

5.2 By ownership

5.2.1 Net profit attributable to shareholders of the

76684796.91103006232.54

Company as the parent

5.2.1 Net profit attributable to non-controlling interests 2561335.55 -74358.17

6. Other comprehensive income net of tax 149330204.52 80528741.31

Attributable to owners of the Company as the parent 149330204.52 80528741.31

6.1 Items that will not be reclassified to profit or loss 149330204.52 80528741.31

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

149330204.5280528741.31

equity 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

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 228576336.98 183460615.68

Attributable to owners of the Company as the parent 226015001.43 183534973.85

Attributable to non-controlling interests 2561335.55 -74358.17

8. Earnings per share

8.1 Basic earnings per share 0.1087 0.1657

8.2 Diluted earnings per share 0.1087 0.1657

Legal representative: Shi Xinkun General Manager: Zhang Xin

Head of the accounting department: Jiang He

99Changchai Company Limited Annual Report 2022

4. Income Statement of the Company as the Parent

Unit: RMB

Item 2022 2021

1. Operating revenue 1988473044.55 2267232119.78

Less: Cost of sales 1784345704.10 1944820462.59

Taxes and surcharges 11846885.20 11893439.38

Selling expense 97601117.35 106770873.83

Administrative expense 90150661.31 80635862.36

R&D expense 72372647.10 75021386.36

Finance costs -22274862.27 -2350968.39

Including: Interest expense 1531942.32 3932469.12

Interest income 15122552.35 8354523.54

Add: Other income 6504428.46 5810480.10

Return on investment (“-” for loss) 36604658.62 8352714.26

Including: Share of profit or loss of joint ventures

28800000.00

and associates

Income from the derecognition of financial assets

at amortized cost (“-” for loss)

Net gain on exposure hedges (“-” for loss)

Gain on changes in fair value (“-” for loss) 186354111.11 35754030.14

Credit impairment loss (“-” for loss) -8854137.91 -16143004.02

Asset impairment loss (“-” for loss) -11526145.82 -3866890.01

Asset disposal income (“-” for loss) 4181548.77 6642.47

2. Operating profit (“-” for loss) 167695354.99 80355036.59

Add: Non-operating income 345409.40 3441588.57

Less: Non-operating expense 102766.76 1086173.24

3. Profit before tax (“-” for loss) 167937997.63 82710451.92

Less: Income tax expense 17405625.04 -4219121.23

4. Net profit (“-” for net loss) 150532372.59 86929573.15

4.1 Net profit from continuing operations (“-” for net loss) 150532372.59 86929573.15

4.2 Net profit from discontinued operations (“-” for net

loss)

5. Other comprehensive income net of tax 149330204.52 80528741.31

5.1 Items that will not be reclassified to profit or loss 149330204.52 80528741.31

5.1.1 Changes caused by remeasurements on defined

benefit schemes

5.1.2 Other comprehensive income that will not be

reclassified to profit or loss under the equity method

5.1.3 Changes in the fair value of investments in other

149330204.5280528741.31

equity 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

100Changchai Company Limited Annual Report 2022

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 299862577.11 167458314.46

7. Earnings per share

7.1 Basic earnings per share

7.2 Diluted earnings per share

Legal representative: Shi Xinkun General Manager: Zhang Xin

Head of the accounting department: Jiang He

101Changchai Company Limited Annual Report 2022

5. Consolidated Cash Flow Statement

Unit: RMB

Item 2022 2021

1. Cash flows from operating activities:

Proceeds from sale of commodities and rendering of services 2089127900.17 1806075487.79

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 38479590.77 50016426.49

Cash generated from other operating activities 22990293.44 22636726.19

Subtotal of cash generated from operating activities 2150597784.38 1878728640.47

Payments for commodities and services 1312012931.69 1648743526.28

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 313119839.28 323020547.09

Taxes paid 52344111.33 31276348.44

Cash used in other operating activities 108190624.24 142011997.96

Subtotal of cash used in operating activities 1785667506.54 2145052419.77

Net cash generated from/used in operating activities 364930277.84 -266323779.30

2. Cash flows from investing activities:

Proceeds from disinvestment 914060767.00 373180033.58

Return on investment 17913476.59 11396891.86

Net proceeds from the disposal of fixed assets intangible assets

692980.99589226.24

and other long-lived assets

Net proceeds from the disposal of subsidiaries and other business

units

Cash generated from other investing activities 11400123.61

Subtotal of cash generated from investing activities 944067348.19 385166151.68

Payments for the acquisition of fixed assets intangible assets and

48439287.62139772849.33

other long-lived assets

Payments for investments 1033581567.00 709038171.10

Net increase in pledged loans granted

102Changchai Company Limited Annual Report 2022

Net payments for the acquisition of subsidiaries and other business

units

Cash used in other investing activities 1869322.91

Subtotal of cash used in investing activities 1082020854.62 850680343.34

Net cash generated from/used in investing activities -137953506.43 -465514191.66

3. Cash flows from financing activities:

Capital contributions received 633873281.14

Including: Capital contributions by non-controlling interests to

subsidiaries

Borrowings raised 7000000.00 19000000.00

Cash generated from other financing activities 128437700.65 58971466.65

Subtotal of cash generated from financing activities 135437700.65 711844747.79

Repayment of borrowings 12000000.00 29000000.00

Interest and dividends paid 18689380.47 1707729.02

Including: Dividends paid by subsidiaries to non-controlling

interests

Cash used in other financing activities 83623545.07 14621163.63

Subtotal of cash used in financing activities 114312925.54 45328892.65

Net cash generated from/used in financing activities 21124775.11 666515855.14

4. Effect of foreign exchange rates changes on cash and cash

-152802.06-2215203.09

equivalents

5. Net increase in cash and cash equivalents 247948744.46 -67537318.91

Add: Cash and cash equivalents beginning of the period 562402221.59 629939540.50

6. Cash and cash equivalents end of the period 810350966.05 562402221.59

Legal representative: Shi Xinkun General Manager: Zhang Xin

Head of the accounting department: Jiang He

103Changchai Company Limited Annual Report 2022

6. Cash Flow Statement of the Company as the Parent

Unit: RMB

Item 2022 2021

1. Cash flows from operating activities:

Proceeds from sale of commodities and rendering of services 2040092339.55 1721407332.48

Tax rebates 27588745.34 39451775.67

Cash generated from other operating activities 21378587.89 16788453.39

Subtotal of cash generated from operating activities 2089059672.78 1777647561.54

Payments for commodities and services 1330893073.67 1632770616.35

Cash paid to and for employees 243134907.26 267953154.75

Taxes paid 39870320.72 21295926.17

Cash used in other operating activities 222082917.91 129115999.33

Subtotal of cash used in operating activities 1835981219.56 2051135696.60

Net cash generated from/used in operating activities 253078453.22 -273488135.06

2. Cash flows from investing activities:

Proceeds from disinvestment 855000000.00

Return on investment 45708640.27 10222037.17

Net proceeds from the disposal of fixed assets intangible assets

38250224.61124954.89

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 938958864.88 10346992.06

Payments for the acquisition of fixed assets intangible assets and

8002707.775665400.94

other long-lived assets

Payments for investments 983520800.00 484148226.39

Net payments for the acquisition of subsidiaries and other

business units

Cash used in other investing activities 1869322.91

Subtotal of cash used in investing activities 991523507.77 491682950.24

Net cash generated from/used in investing activities -52564642.89 -481335958.18

3. Cash flows from financing activities:

Capital contributions received 633873281.14

Borrowings raised 5000000.00

Cash generated from other financing activities 128437700.65 58971466.65

Subtotal of cash generated from financing activities 128437700.65 697844747.79

Repayment of borrowings 10000000.00

Interest and dividends paid 18348005.18 160362.10

Cash used in other financing activities 80503408.97 14621163.63

Subtotal of cash used in financing activities 98851414.15 24781525.73

Net cash generated from/used in financing activities 29586286.50 673063222.06

4. Effect of foreign exchange rates changes on cash and cash

-1851060.10-1401721.22

equivalents

5. Net increase in cash and cash equivalents 228249036.73 -83162592.40

104Changchai Company Limited Annual Report 2022

Add: Cash and cash equivalents beginning of the period 476410739.41 559573331.81

6. Cash and cash equivalents end of the period 704659776.14 476410739.41

Legal representative: Shi Xinkun General Manager: Zhang Xin

Head of the accounting department: Jiang He

105Changchai Company Limited Annual Report 2022

7. Consolidated Statements of Changes in Owners’ Equity

2022

Unit: RMB

2022

Equity attributable to owners of the Company as the parent

Other L

equity e

instruments s

s

:

G

P T

P e

re r

er n

fe e Other Non-cont Total

Item p er Ot

Share rr Capital a compre Specific Surplus Retained rolling owners’

et al he Subtotal

capital e O reserves s hensive reserve reserves earnings interests equity

u re r

d th u income

al se

s er r

b rv

h y

o e

ar s

n

e t

ds

s o

c

k

1. Balance as at the end of the 705692 640676 506011 18812 334144 872212 307755 194242 309697

prior year 507.00 218.40 499.55 950.04 488.46 354.88 0018.33 30.98 4249.31

Add: Adjustment for change in

accounting policy

Adjustment for correction of

previous error

Adjustment for business

106Changchai Company Limited Annual Report 2022

combination under common

control

Other adjustments

2. Balance as at the beginning 705692 640676 506011 18812 334144 872212 307755 194242 309697

of the year 507.00 218.40 499.55 950.04 488.46 354.88 0018.33 30.98 4249.31

3. Increase/ decrease in the -54225 149330 35906. 150532 432835 207160 530399 260200

period (“-” for decrease) 5.39 204.52 71 37.26 54.47 647.57 41.69 589.26

3.1 Total comprehensive 149330 766847 226015 256133 228576

income 204.52 96.91 001.43 5.55 336.98

3.2 Capital increased and -54225 -54225 504786 499363

reduced by owners 5.39 5.39 06.14 50.75

3.2.1 Ordinary shares

increased by owners

3.2.2 Capital increased by

holders of other equity

instruments

3.2.3 Share-based

payments included in owners’

equity

3.2.4 Other -54225 -54225 504786 4993635.39 5.39 06.14 50.75

3.3 Profit distribution 150532 -33401 -18348 -1834837.26 242.44 005.18 005.18

3.3.1 Appropriation to 150532 -15053

surplus reserves 37.26 237.26

3.3.2 Appropriation to

general reserve

3.3.3 Appropriation to -18348 -18348 -18348

owners (or shareholders) 005.18 005.18 005.18

3.3.4 Other

3.4 Transfers within owners’

107Changchai Company Limited Annual Report 2022

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

3.4.4 Changes in defined

benefit schemes transferred to

retained earnings

3.4.5 Other comprehensive

income transferred to retained

earnings

3.4.6 Other

3.5 Specific reserve 35906. 35906.7 35906.771 1 1

3.5.1 Increase in the period 48772 487723 48772332.12 2.12 2.12

3.5.2 Used in the period 48413 484132 48413225.41 5.41 5.41

3.6 Other

4. Balance as at the end of the 705692 640133 655341 18848 349197 915495 328471 724641 335717

period 507.00 963.01 704.07 856.75 725.72 909.35 0665.90 72.67 4838.57

2021

Unit: RMB

2021

Item

Equity attributable to owners of the Company as the parent Non-cont Total

108Changchai Company Limited Annual Report 2022

Other L rolling owners’

equity e interests equity

instruments s

s

:

G

P T

P e

re r

er n

fe e Other

p er Ot

Share rr Capital a compre Specific Surplus Retained

et al he Subtotal

capital e O reserves s hensive reserve reserves earnings

u re r

d th u income

al se

s er r

b rv

h y

o e

ar s

n

e t

ds

s o

c

k

1. Balance as at the end of the 561374 164328 425482 18812 325451 777899 227334 194985 229284

prior year 326.00 665.43 758.24 986.55 531.14 079.66 9347.02 89.15 7936.17

Add: Adjustment for change in

accounting policy

Adjustment for correction of

previous error

Adjustment for business

combination under common

control

Other adjustments

2. Balance as at the beginning 561374 164328 425482 18812 325451 777899 227334 194985 229284

of the year 326.00 665.43 758.24 986.55 531.14 079.66 9347.02 89.15 7936.17

109Changchai Company Limited Annual Report 2022

3. Increase/ decrease in the 144318 476347 80528 869295 943132 804200 -74358. 804126

-36.51

period (“-” for decrease) 181.00 552.97 741.31 7.32 75.22 671.31 17 313.14

3.1 Total comprehensive 80528 103006 183534 -74358. 183460

income 741.31 232.54 973.85 17 615.68

3.2 Capital increased and 144318 476347 620665 620665

reduced by owners 181.00 552.97 733.97 733.97

3.2.1 Ordinary shares 144318 476347 620665 620665

increased by owners 181.00 552.97 733.97 733.97

3.2.2 Capital increased by

holders of other equity

instruments

3.2.3 Share-based

payments included in owners’

equity

3.2.4 Other

869295-86929

3.3 Profit distribution

7.3257.32

3.3.1 Appropriation to 869295 -86929

surplus reserves 7.32 57.32

3.3.2 Appropriation to

general reserve

3.3.3 Appropriation to

owners (or shareholders)

3.3.4 Other

3.4 Transfers within owners’

equity

3.4.1 Increase in capital (or

share capital) from capital

reserves

110Changchai Company Limited Annual Report 2022

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 transferred to

retained earnings

3.4.5 Other comprehensive

income transferred to retained

earnings

3.4.6 Other

3.5 Specific reserve -36.51 -36.51 -36.51

40232402320402320

3.5.1 Increase in the period

00.240.240.24

40232402323402323

3.5.2 Used in the period

36.756.756.75

3.6 Other

4. Balance as at the end of the 705692 640676 506011 18812 334144 872212 307755 194242 309697

period 507.00 218.40 499.55 950.04 488.46 354.88 0018.33 30.98 4249.31

Legal representative: Shi Xinkun General Manager: Zhang Xin Head of the accounting department: Jiang He

111Changchai Company Limited Annual Report 2022

8. Statements of Changes in Owners’ Equity of the Company as the Parent

2022

Unit: RMB

2022

Other equity

instruments Le

Pe ss:

Pr

rp Tr Other

efe O Total

Item et Capital eas comprehe Specific Surplus Retained

Share capital rre O th owners’

ua reserves ur nsive reserve reserves earnings

d th er equity

l y income

sh er

bo sto

are

nd ck

s

s

1. Balance as at the end of the 705692507.0 65941870 5056631 18812950. 334144488 756385421. 29801171

prior year 0 0.67 30.88 04 .46 25 98.30

Add: Adjustment for change in

accounting policy

Adjustment for correction of

previous error

Other adjustments

2. Balance as at the beginning of 705692507.0 65941870 5056631 18812950. 334144488 756385421. 29801171

the year 0 0.67 30.88 04 .46 25 98.30

3. Increase/ decrease in the 1493302

04.5235906.71

15053237.117131130.28155047

period (“-” for decrease) 26 15 8.64

3.1 Total comprehensive 1493302 150532372. 29986257

income 04.52 59 7.11

3.2 Capital increased and

reduced by owners

3.2.1 Ordinary shares

112Changchai Company Limited Annual Report 2022

increased by owners

3.2.2 Capital increased by

holders of other equity

instruments

3.2.3 Share-based payments

included in owners’ equity

3.2.4 Other

3.3 Profit distribution 15053237. -33401242. -183480026 44 5.18

3.3.1 Appropriation to 15053237. -15053237.

surplus reserves 26 26

3.3.2 Appropriation to -18348005. -1834800

owners (or shareholders) 18 5.18

3.3.3 Other

3.4 Transfers within owners’

equity

3.4.1 Increase in capital (or

share capital) from capital

reserves

3.4.2 Increase in capital (or

share capital) from surplus

reserves

3.4.3 Loss offset by surplus

reserves

3.4.4 Changes in defined

benefit schemes transferred to

retained earnings

3.4.5 Other comprehensive

income transferred to retained

earnings

113Changchai Company Limited Annual Report 2022

3.4.6 Other

3.5 Specific reserve 35906.71 35906.71

3.5.1 Increase in the period 4877232.1 4877232.12 2

3.5.2 Used in the period 4841325.4 4841325.41 1

3.6 Other

4. Balance as at the end of the 705692507.0 65941870 6549933 18848856. 349197725 873516551. 32616676

period 0 0.67 35.40 75 .72 40 76.94

2021

Unit: RMB

2021

Other equity

instruments

Le

P

ss:

Pr er

Tr Other

efe pe O Total

Item Capital eas comprehe Specific Surplus Retained

Share capital rre tu Ot th owners’

reserves ur nsive reserve reserves earnings

d al he er equity

y income

sh b r

sto

are o

ck

s n

ds

1. Balance as at the end of the 561374326.0 18307114 4254827 18812986. 325451531 677800436. 21919931

prior year 0 7.70 58.24 55 .14 75 86.38

Add: Adjustment for change in

accounting policy

Adjustment for correction of

previous error

Other adjustments

114Changchai Company Limited Annual Report 2022

2. Balance as at the beginning of 561374326.0 18307114 4254827 18812986. 325451531 677800436. 21919931

the year 0 7.70 58.24 55 .14 75 86.38

3. Increase/ decrease in the 144318181.0 47634755 8052874 8692957.3 78236615.8 78812401

-36.51

period (“-” for decrease) 0 2.97 1.31 2 3 1.92

3.1 Total comprehensive 8052874 86929573.1 16745831

income 1.31 5 4.46

3.2 Capital increased and 144318181.0 47634755 62066573

reduced by owners 0 2.97 3.97

3.2.1 Ordinary shares 144318181.0 47634755 62066573

increased by owners 0 2.97 3.97

3.2.2 Capital increased by

holders of other equity

instruments

3.2.3 Share-based payments

included in owners’ equity

3.2.4 Other

8692957.3-8692957.3

3.3 Profit distribution

22

3.3.1 Appropriation to 8692957.3 -8692957.3

surplus reserves 2 2

3.3.2 Appropriation to

owners (or shareholders)

3.3.3 Other

3.4 Transfers within owners’

equity

3.4.1 Increase in capital (or

share capital) from capital

reserves

115Changchai Company Limited Annual Report 2022

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 transferred to

retained earnings

3.4.5 Other comprehensive

income transferred to retained

earnings

3.4.6 Other

3.5 Specific reserve -36.51 -36.51

4023200.24023200.2

3.5.1 Increase in the period

44

4023236.74023236.7

3.5.2 Used in the period

55

3.6 Other

4. Balance as at the end of the 705692507.0 65941870 5060114 18812950. 334144488 756037052. 29801171

period 0 0.67 99.55 04 .46 58 98.30

Legal representative: Shi Xinkun General Manager: Zhang Xin Head of the accounting department: Jiang He

116Changchai Company Limited Annual Report 2022

III. Company Profile

Changchai Company Limited (hereinafter referred to as “the Company”) was founded on 5 May 1994 which is a

company limited by shares promoted solely by Changzhou Diesel Engine Plant through the approval by the State

Commission for Restructuring the Economic Systems with document TGS [1993] No. 9 on 15 January 1993 by

way of public offering of shares. With the approved of the People’s Government of Jiangsu Province SZF [1993]

No. 67 as well as reexamined and approved by China Securities Regulatory Commission (“CSRC”) through

document ZJFSZ (1994) No. 9 the Company initially issued A shares to the public from 15 March 1994 to 30

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

tradable shares of the public got listing on 1 July 1994 at Shenzhen Stock Exchange with “Su Changchai A” for

short of stock as well as “0570” as stock code (present stock code is “000570”).In 1996 with the recommendation of the Office of the People’s Government of Jiangsu Province SZBH [1996]

No. 13 as well as first review by Shenzhen Municipal Securities Administration Office through SZBZ [1996] No.

24 and approval of the State Council Securities Commission ZWF [1996] No. 27 the Company issued 100

million B shares to qualified investors on 27 August 1996 to 30 August 1996 getting listed on 13 September

1996.

On 9 June 2006 the Company held a shareholders’ general meeting related to A shares market to examine and

approve share merger reform plan and performed the share merger reform on 19 June 2006.As examined and approved at the 2nd Extraordinary General Meeting of 2009 in September 2009 based on the

total share capital of 374249551 shares as at 30 June 2009 the Company implemented the profit distribution plan

i.e. to distribute 5 bonus shares and cash of RMB0.80 for every 10 shares with registered capital increased by

RMB187124775.00 as well as registered capital of RMB561374326.00 after change which verified by Jiangsu

Gongzheng Tianye Certified Public Accountants Company Limited with issuing Capital Verification Report SGC

[2010] No. B002.A non-public offering of up to 168412297 new shares was deliberated on and approved as a resolution of the

2020 Annual General Meeting held on 7 May 2021 and approved by the Approval of the Non-public Offering of

Shares of Changchai Co. Ltd. (CSRC Permit [2020] No. 3374) issued by Changchai Company Limited the China

Securities Regulatory Commission. On 16 June 2021 the capital verification report "S.G. W [2021] B062" was

issued by Gongzheng Tianye Accounting Firm (Special General Partnership) confirming that the Company had

issued 144318181 RMB ordinary shares (A shares) in a non-public offering with an additional paid-in capital

(share capital) of RMB144318181. The total amount raised was RMB634999996.40; the net amount raised was

RMB620665733.97 which increased the capital reserve (share capital premium) by RMB476347552.97. As of

31 December 2021 the total share capital of the Company was RMB705692507.

Credibility code of the Company’s License of Business Corporation: 91320400134792410W.The Company’s registered address is situated at No. 123 Huaide Middle Road Changzhou Jiangsu as well as its

head office located at No. 123 Huaide Middle Road Changzhou Jiangsu.The Company belongs to manufacturing with business scope including manufacturing and sale of diesel engine

diesel engines part and casting grain harvesting machine rotary cultivators walking tractor mould and fixtures

assembling and sale of diesel generating set and pumping unit. The Company mainly engaged in the production

and sales of small and medium-sized single cylinders and multi-cylinder diesel engine with the label of Changchai

Brand. The diesel engine produced and sold by the Company were mainly used in tractors combine harvest

models light commercial vehicle farm equipment small-sized construction machinery generating sets and

shipborne machinery and equipment etc. The Company’s main business remained unchanged in the Reporting

117Changchai Company Limited Annual Report 2022

Period.The Company established the Shareholders’ General Meeting the Board of Directors and the Supervisory

Committee Corporate office Financial Department Political Department Investment and Development

Department Audit Department Human Recourses Department Production Department Procurement Department

Sales Company Chief Engineer Office Technology Center QA Department Foundry Branch Machine

Processing Branch Single-cylinder Engine branch Multi-cylinder Engine Branch and Overseas Business

Department in the Company.The financial report has been approved to be issued by the Board of Directors on 10 April 2023.The consolidated scope of the Company of the Reporting Period includes the Company as the parent and 8

subsidiaries. For the details of the consolidated scope of the Reporting Period and the changes situation please

refer to the changes of the consolidated scope of the notes to the financial report and the notes to the equities

among other entities.IV. Basis for Preparation of the Financial Report

1. Basis for Preparation

With the going-concern assumption as the basis and based on transactions and other events that actually occurred

the Group prepared financial statements in accordance with The Accounting Standards for Business

Enterprises—Basic Standard issued by the Ministry of Finance with Decree No. 33 and revised with Decree No.

76 the various specific accounting standards the Application Guidance of Accounting Standards for Business

Enterprises the Interpretation of Accounting Standards for Business Enterprises and other regulations issued andrevised from 15 February 2006 onwards (hereinafter jointly referred to as “the Accounting Standards for BusinessEnterprises” “China Accounting Standards” or “CAS”) as well as the Rules for Preparation Convention of

Disclosure of Public Offering Companies No.15 – General Regulations for Financial Reporting (revised in 2014)

by China Securities Regulatory Commission.In accordance with relevant provisions of the Accounting Standards for Business Enterprises the Group adopted

the accrual basis in accounting. Except for some financial instruments where impairment occurred on an asset an

impairment reserve was withdrawn accordingly pursuant to relevant requirements.

2. Continuation

The Company comprehensively evaluated the information acquired recently that there would be no such factors in

the 12 months from the end of the Reporting Period that would obviously influence the continuation capability of

the Company and predicted that the operating activities would continue in the future 12 months of the Company.The financial statement compiled base on the continuous operation.V. Important Accounting Policies and Estimations

Notification of specific accounting policies and accounting estimations:

The Company and each subsidiary according to the actual production and operation characteristics and in accord

with the regulations of the relevant ASBE formulated certain specific accounting policies and accounting

estimations which mainly reflected in the financial instruments withdrawal method of the bad debt provision of

the accounts receivable the measurement of the inventory and the depreciation of the fixed assets etc.

118Changchai Company Limited Annual Report 2022

1. Statement of Compliance with the Accounting Standards for Business Enterprises

The financial statements prepared by the Group are in compliance with in compliance with the Accounting

Standards for Business Enterprises which factually and completely present the Company’s and the Group’s

financial positions business results and cash flows and other relevant information.

2. Fiscal Period

The fiscal periods are divided into fiscal year and metaphase the fiscal year is from 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.

4. Currency Used in Bookkeeping

Renminbi is functional currency of the Company.

5. Accounting Methods for Business Combinations under the Same Control and Business Combinations not

under the Same Control

(1) Business combinations under the same control:

A business combination under the same control is a business combination in which all of the combining

enterprises are ultimately controlled by the same party or the same parties both before and after the business

combination and on which the control is not temporary.For the merger of enterprises under the same control if the consideration of the merging enterprise is that it makes

payment in cash transfers non-cash assets or bear its debts it shall on the date of merger regard the share of the

book value of the owner's equity of the merged enterprise as the initial cost of the long-term equity investment.The difference between the initial cost of the long-term equity investment and the payment in cash non-cash

assets transferred as well as the book value of the debts borne by the merging party shall offset against the capital

reserve. If the capital reserve is insufficient to dilute the retained earnings shall be adjusted.If the consideration of the merging enterprise is that it issues equity securities it shall on the date of merger

regard the share of the book value of the owner's equity of the merged enterprise as the initial cost of the

long-term equity investment. The total face value of the stocks issued shall be regarded as the capital stock while

the difference between the initial cost of the long-term equity investment and total face value of the shares issued

shall offset against the capital reserve. If the capital reserve is insufficient to dilute the retained earnings shall be

adjusted.All direct costs for the business combination including expenses for audit evaluating and legal services shall be

recorded into the profits and losses at the current period. The expenses such as the handling charges and

commission etc premium income of deducting the equity securities and as for the premium income was

insufficient to dilute the retained earnings shall be written down.Owning to the reasons such as the additional investment for the equity investment held before acquiring the

119Changchai Company Limited Annual Report 2022

control right of the combined parties the confirmed relevant gains and losses other comprehensive income and

the changes of other net assets since the date of the earlier one between the date when acquiring the original equity

right and the date when the combine parties and combined ones were under the same control to the combination

date should be respectively written down and compared with the beginning balance of retained earnings or the

current gains and losses during the statement period.

(2) Business combinations not under the same control

A business combination not under the same control is a business combination in which the combining enterprises

are not ultimately controlled by the same party or the same parties both before and after the business combination.The combination costs of the acquirer and the identifiable net assets obtained by the acquirer in a business

combination shall be measured at the fair values. The acquirer shall recognize the positive balance between the

combination costs and the fair value of the identifiable net assets it obtains forms the acquiree as business

reputation. The direct relevant expenses occurred from the enterprise combination should be included in the

current gains and losses when occurred. The combination costs of the acquirer and the identifiable net assets

obtained by it in the combination shall be measured according to their fair values at the acquiring date. The

difference between the fair value of the assets paid out by the Company and its book value should be included in

the current gains and losses. The purchase date refers to the date that the purchaser acquires the control right of the

acquiree.For the business combinations not under the same control realized through step by step multiple transaction as for

the equity interests that the Group holds in the acquiree before the acquiring date they shall be re-measured

according to their fair values at the acquiring date; the positive difference between their fair values and carrying

amounts shall be recorded into the investment gains for the period including the acquiring date. The equity holed

by the acquiree which involved with the other comprehensive income and the other owners’ equities changes

except for the net gains and losses other comprehensive income and the profits distribution and other related

comprehensive gains and other owners’ equities which in relation to the equity interests that the Group holds in

the acquiree before the acquiring date should be transferred into the current investment income on the acquiring

date except for the other comprehensive income occurred from the re-measurement of the net profits of the

defined benefit plans or the changes of the net assets of the investees.

6. Methods for Preparing Consolidated Financial Statements

The Company confirms the consolidated scope based on the control and includes the subsidiaries with actual

control right into the consolidated financial statement.The consolidated financial statement of the Company is compiled according to the regulations of No. 33 of

ASBE-Consolidated Financial Statement and the relevant regulations and as for the whole significant

come-and-go balance investment transaction and the unrealized profits should be written off when compiling the

consolidated financial statement. The portion of a subsidiary’s shareholders’ equity and the portion of a

subsidiary’s net profits and losses for the period not held by the Group are recognized as minority interests and

minority shareholder profits and losses respectively and presented separately under shareholders’ equity and net

profits in the consolidation financial statements. The portion of a subsidiary’s net profits and losses for the period

that belong to minority interests is presented as the item of “minority shareholder profits and losses” under the

bigger item of net profits in the consolidated financial statements. Where the loss of a subsidiary shared by

minority shareholders exceeds the portion enjoyed by minority shareholders in the subsidiary’s opening owners’

equity minority interests are offset.The accounting policy or accounting period of each subsidiary is different from which of the Company which

120Changchai Company Limited Annual Report 2022

shall be adjusted as the Company; or subsidiaries shall prepare financial statement again required by the Company

when preparing the consolidated financial statements.As for the added subsidiary company not controlled by the same enterprise preparing the consolidated financial

statement shall adjust individual financial statement based on the fair value of the identifiable net assets on the

acquisition date; as for the added subsidiary companies controlled by the same enterprise preparing the financial

statement shall not adjust the financial statement of the subsidiaries namely survived by integration as

participating in the consolidation when the final control party starts implementing control and should adjust the

period-begin amount of the consolidated balance sheet and at the same time adjust the relevant items of the

compared statement.As for the disposed subsidiaries the operation result and the cash flow should be included in the consolidated

income statement and the consolidated cash flow before the disposing date; the disposed subsidiaries of the

current period should not be adjusted the period-begin amount of the consolidated balance sheet.Where the Group losses control on its original subsidiaries due to disposal of some equity investments or other

reasons the residual equity interests are re-measured according to the fair value on the date when such control

ceases. The summation of the consideration obtained from the disposal of equity interests and the fair value of the

residual equity interests minus the portion in the original subsidiary’s net assets measured on a continuous basis

from the acquisition date that is enjoyable by the Group according to the original shareholding percentage in the

subsidiary is recorded in investment gains for the period when the Group’s control on the subsidiary ceases. Other

comprehensive incomes in relation to the equity investment and the other owners’ equities changes except for the

net gains and losses other comprehensive income and profits distribution in the original subsidiary are treated on

the same accounting basis as the acquiree directly disposes the relevant assets or liabilities (that is except for the

changes in the net liabilities or assets with a defined benefit plan resulted from re-measurement of the original

subsidiary the rest shall all be transferred into current investment gains) when such control ceases. And

subsequent measurement is conducted on the residual equity interests according to the No.2 Accounting Standard

for Business Enterprises-Long-term Equity Investments or the No.22 Accounting Standard for Business

Enterprises-Recognition and Measurement of Financial Instruments.For the disposal of equity investment belongs to a package deal should be considered as a transaction and conduct

accounting treatment. However Before losing control every disposal cost and corresponding net assets balance of

subsidiary of disposal investment are confirmed as other comprehensive income in consolidated financial

statements which together transferred into the current profits and losses in the loss of control when the Group

losing control on its subsidiary.For the disposal of the equity investment not belongs to a package deal should be executed accounting treatment

according to the relevant policies of partly disposing the equity investment of the subsidiaries under the situation

not lose the control right before losing the control right; when losing the control right the former should be

executed accounting treatment according to the general disposing method of the disposal of the subsidiaries.

7. Classification of Joint Arrangements and Accounting Treatment of Joint Operations

The Group classifies joint arrangements into joint operations and joint ventures.A joint operation refers to a joint arrangement where the Group is the joint operations party of the joint

arrangement and enjoys assets and has to bear liabilities related to the arrangement. The Company confirms the

following items related to the interests share among the joint operations and executes accounting treatment

according to the regulations of the relevant ASBE:

(1) Recognizes the assets that it holds and bears in the joint operation and recognizes the jointly-held assets

121Changchai Company Limited Annual Report 2022

according to the Group’s stake in the joint operation;

(2) Recognizes the liabilities that it holds and bears in the joint operation and recognizes the jointly-held liabilities

according to the Group’s stake in the joint operation;

(3) Recognizes the income from sale of the Group’s share in the output of the joint operation

(4) Recognizes the income from sale of the joint operation’s outputs according to the Group’s stake in it

(5) Recognizes the expense solely incurred to the Group and the expense incurred to the joint operation according

to the Group’s stake in it.

8. Recognition Standard for Cash and Cash Equivalents

In the Group’s understanding cash and cash equivalents include cash on hand any deposit that can be used for

cover and short-term (usually due within 3 months since the day of purchase) and high circulating investments

which are easily convertible into known amount of cash and whose risks in change of value are minimal.

9. Foreign Currency Businesses and Translation of Foreign Currency Financial Statements

(1) Foreign currency business

Concerning the foreign-currency transactions that occurred the foreign currency shall be converted into the

recording currency according to the middle price of the market exchange rate disclosed by the People’s Bank of

China on the date of the transaction. Among the said transactions that occurred those involving foreign exchanges

shall be converted according to the exchange rates adopted in the actual transactions.On the balance sheet date the foreign-currency monetary assets and the balance of the liability account shall be

converted into the recoding currency according to the middle price of the market exchange rates disclosed by the

People’s Bank of China on the Balance Sheet Date. The difference between the recording-currency amount

converted according to the exchange rate on the Balance Sheet Date and the original book recording-currency

amount shall be recognized as gains/losses from foreign exchange. And the exchange gain/loss caused by the

foreign-currency borrowings related to purchasing fixed assets shall be handled according to the principle of

capitalizing borrowing expenses; the exchange gain/loss incurred in the establishment period shall be recorded

into the establishment expense; others shall be recorded into the financial expenses for the current period.On the balance sheet date the foreign-currency non-monetary items measured by historical cost shall be converted

according to the middle price of the market exchange disclosed by the People’s Bank of China on the date of the

transaction with no changes in the original recording-currency amount; while the foreign-currency non-monetary

items measured by fair value shall be converted according to the middle price of the market exchange disclosed by

the People’s Bank of China on the date when the fair value is recognized and the exchange gain/loss caused

thereof shall be recognized as the gain/loss from fair value changes and recorded into the gain/loss of the current

period.

(2) Translation of foreign currency

The assets and liabilities items among the balance sheet of the foreign operation shall be translated at a spotexchange rate on the balance sheet date. Among the owner’s equity items except for the items as “undistributedprofits” other items shall be translated at the spot exchange rate at the time when they are incurred. And the

revenues and expenses items among the balance sheet of the foreign operation shall be translated at the

approximate exchange rate of the transaction date. The difference caused from the above transaction of the foreign

currency statement should be listed in the other comprehensive income among the owners’ equities.

122Changchai Company Limited Annual Report 2022

10. Financial Instruments

(1) Classification of Financial Instruments

The Company classifies the financial assets when initially recognized into the following three categories based on

the business model for financial assets management and characteristics of contractual cash flow of financial assets:

financial assets measured at amortized cost financial assets at fair value through other comprehensive income

(debt instruments) and financial assets at fair value through profit or loss

Financial liabilities were classifies when initially recognized into financial liabilities at fair value through profit or

loss and financial liabilities measured at amortized cost.

(2) Recognition Basis and Measurement Method for Financial Instruments

* Financial assets measured at amortized cost

Financial assets at amortized cost include notes receivable accounts receivable other receivables long-term

receivables and investment in debt obligations which are initially measured at fair value and related transaction

cost shall be recorded into the initial recognized amount. For accounts receivable excluding significant financing

and accounts receivable that the Company decides not to consider financing components less than one year the

initial measurement shall be made at the contract transaction price. The interest calculated with actual rates for the

holding period shall be recorded into the current profit or loss. When recovered or disposed the difference

between the price obtained and the carrying value of the financial assets shall be recorded into the current profit or

loss.* Financial assets at fair value through other comprehensive income (debt instruments)

Financial assets at fair value through other comprehensive income (debt instruments) include accounts receivable

financing and investment in other debt obligations which are initially measured at fair value and related

transaction cost shall be recorded into the initial recognized amount. The subsequent measurement of the financial

assets shall be at fair value and changes of fair value except for interest calculated with actual rates impairment

losses or gains and exchange gains or losses shall be recorded into other comprehensive income. When

derecognized the accumulated gains or losses originally recorded into other comprehensive income shall be

transferred into the current profit or loss.* Financial assets at fair value through other comprehensive income (equity instruments)

Financial assets at fair value through other comprehensive income (equity instruments) include investment in

other equity instruments etc. which are initially measured at fair value and related transaction cost shall be

recorded into the initial recognized amount. The subsequent measurement of the financial assets shall be at fair

value and changes of fair value shall be recorded into other comprehensive income. The dividends obtained shall

be recorded into the current profit or loss. When derecognized the accumulated gains or losses originally recorded

into other comprehensive income shall be transferred into retained earnings.* Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include held-for-trading financial assets derivative financial

assets and other non-current financial assets which are initially measured at fair value and the related transaction

cost shall be recorded into the current profit or loss. The subsequent measurement of the financial assets shall be

at fair value and the changes of fair value shall be recorded into the current profit or loss.* Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include held-for-trading financial liabilities and derivative

financial liabilities which are initially measured at fair value and the related transaction cost shall be recorded into

the current profit or loss. The subsequent measurement of the financial liabilities shall be at fair value and the

changes of fair value shall be recorded into the current profit or loss. When derecognized the difference between

123Changchai Company Limited Annual Report 2022

the carrying value and the paid consideration shall be recorded into the current profit or loss.* Financial liabilities at amortized cost

Financial liabilities at amortized cost include short-term borrowings notes payable accounts payable other

payables long-term borrowings bonds payable and long-term payables which are initially measured at fair value

and the related transaction cost shall be recorded into the initial recognized amount. The interest calculated with

actual rates for the holding period shall be recorded into the current profit or loss. When derecognized the

difference between the paid consideration and the carrying value of the financial liabilities shall be recorded into

the current profit or loss.

(3) Recognition Basis and Measurement of Transfer of Financial Assets

Where the Company has transferred nearly all of the risks and rewards related to the ownership of the financial

asset to the transferee it shall stop recognizing the financial asset and separately recognize the rights and

obligations generated retained from the transfer as assets or liabilities. If it retained nearly all of the risks and

rewards related to the ownership of the financial asset it shall continue to recognize the transferred financial asset.Where the Company does not transfer or retain nearly all of the risks and rewards related to the ownership of a

financial asset it shall deal with it according to the circumstances as follows respectively: (1) If it gives up its

control over the financial asset it shall stop recognizing the financial asset and separately recognize the rights and

obligations generated retained from the transfer as assets or liabilities; (2) If it does not give up its control over the

financial asset it shall according to the extent of its continuous involvement in the transferred financial asset

recognize the related financial asset and recognize the relevant liability accordingly.If the transfer of an entire financial asset satisfies the conditions for stopping recognition the difference between

the amounts of the following 2 items shall be recorded in the profits and losses of the current period: (1) The

carrying value of the transferred financial asset on the derecognition date; (2) The sum of consideration received

from the transfer of financial assets and derecognition amount among the accumulative amount of the changes of

the fair value originally recorded in the other comprehensive income (the financial assets involve transfer are

investments in debt instruments at fair value through other comprehensive income. If the transfer of partial

financial asset satisfies the conditions to stop the recognition the entire carrying value of the transferred financial

asset shall between the portion whose recognition has been stopped and the portion whose recognition has not

been stopped be apportioned according to their respective relative fair value on the transfer date and the

difference between the amounts of the following two items shall be included into the profits and losses of the

current period: (1)The carrying value of the portion whose recognition has been stopped; (2)The sum of

consideration of the portion whose recognition has been stopped and derecognition amount among the

accumulative amount of the changes of the fair value originally recorded in the other comprehensive income (the

financial assets involve transfer are investments in debt instruments at fair value through other comprehensive

income.

(4) Derecognition Basis of Financial Liabilities

A financial liability or part of it can be derecognized after its current obligation has been relieved in full or in part.

(5) Recognition of Fair Value of Financial Assets and Financial Liabilities

The fair value of financial instruments with an active market is determined by the quoted price in the active

market. For financial instruments without active market the fair value is determined by valuation techniques. The

Company adopts the valuation techniques applicable to the current conditions which are supported by sufficient

data and other information for valuation and selects the input values consistent with the characteristics of assets

or liabilities considered by market participants in asset or liability transactions with priority to observable input

values. Unobservable input values are used only when relevant observable input values are not available or

practical.

124Changchai Company Limited Annual Report 2022

(6) Impairment of financial instrument

* Impairment measurement and accounting handling of financial instrument

Based on expected credit loss the Company conducts impairment handling and confirms credit impairment loss

for financial assets which is measured by amortized cost debt instrument investment which is measured by fair

value and whose change is calculated into other comprehensive profits financial guarantee contract.Expected credit loss refers to weighted average of credit loss of financial instrument which takes the risk of

contract breach occurrence as the weight. Credit loss refers to the difference between all contract cash flow which

is converted into cash according to actual interest rate and receivable according to contract and all cash flow

which to be charged as expected i.e. current value of all cash shortage. Among it as for financial asset purchased

or original which has had credit impairment it should be converted into cash according actual interest rate of this

financial asset after credit adjustment.Lifetime expected credit losses refer to those caused by possible defaults during the entire expected duration of a

financial instrument.The expected credit losses in the next 12 months refers to those caused by the default events of the financial

instrument that may occur within 12 months (or the expected duration if the expected duration of the financial

instrument is less than 12 months) after the balance sheet date and is part of the expected credit losses in the

entire duration.On each balance sheet date the Company respectively measured the expected credit losses of financial

instruments in different stages. If the credit risk of a financial instrument has had no significant increase since its

initial recognition the instrument shall fall in the first stage for which the Company would measure the loss

reserves according to the expected credit losses in the future 12 months. If the credit risk of a financial instrument

has had a significant increase since its initial recognition but no credit impairment has occurred the instrument

shall fall in the second stage for which the Company would measure the loss reserves according to the expected

credit losses in the entire duration of the instrument. If the credit impairment has occurred since its initial

recognition the financial instrument shall fall in the third stage for which the Company would measure the loss

reserves according to the expected credit losses in the entire duration of the instrument.As for a financial instrument with low credit risks on the balance sheet date the Company measured the loss

reserves according to the expected credit losses in the future 12 months assuming that its credit risk has had no

significant increase since its initial recognition.For financial instruments with low credit risks in stages 1 and 2 the Company calculated the interest income at the

effective interest rate and on the carrying amount of the instruments without deductions for provisions for asset

impairment. For financial instruments in stage 3 interest income was calculated at the effective interest rates and

on the amortized cost by reducing the provisions for asset impairment from the carrying amount.For notes receivables accounts receivables and financing receivables whether there was a significant financial

component or not the Company measured the loss reserves based on the expected credit losses for the entire

duration.A. Accounts receivable

For notes receivable accounts receivable other receivables and accounts receivable financing with objective

evidence indicating impairment and those suitable for individual evaluation the Company carries out impairment

test separately to confirm expected credit loss and prepare provision for impairment of single items. For notes

receivable accounts receivable other receivables accounts receivable financing contract assets and long-term

receivables without objective evidence of impairment or a single financial asset with expected credit loss

impossible to be assessed at a reasonable cost the Company divides the notes receivable accounts receivable

other receivables and accounts receivable financing into groups according to the characteristics of credit risk and

calculates the expected credit loss based on receivable groups. The basis for recognizing groups is as follows:

125Changchai Company Limited Annual Report 2022

Item Recognition basis Method of measuring expected credit losses

Group 1 of notes Consulting historical experience in credit losses

All commercial bills

receivable combining current situation and prediction for future

Bank’s acceptance bills economic situation the expected credit loss shall be

Group 2 of notes

with low credit rating accounted through exposure at default and the expected

receivable

credit loss rate over the entire life

Bank’s acceptance bills Consulting historical experience in credit losses

with high credit rating combining current situation and prediction for future

Accounts receivable

economic situation the expected credit loss shall be

financing

accounted through exposure at default and the expected

credit loss rate over the entire life

Prepare the comparative list between aging of accounts

receivable and expected credit loss rate over the entire

life and calculate the expected credit loss by consulting

Accounts Accounts receivable

historical experience in credit losses combining current

receivable-credit risk portfolio with credit

situation and prediction for future economic situation.characteristics group period

The Company takes aging as credit risk characteristics

groups and calculates the expected credit loss for

accounts receivable.Accounts Consulting historical experience in credit losses

receivable-intercourse combining current situation and prediction for future

Related party within the

funds among related economic situation the expected credit loss shall be

consolidation scope

party group within the accounted through exposure at default and the expected

consolidation scope credit loss rate over the entire life

Basis for recognizing groups of other receivables is as follows:

Item Recognition basis Method of measuring expected credit losses

Consulting historical experience in credit losses

Other receivables combining current situation and prediction for future

excluding those from economic situation the expected credit loss shall be

Group 1 of other receivables

related parties-aging accounted through exposure at default and the expected

group credit loss rate within the next 12 months or over the

entire life

Consulting historical experience in credit losses

combining current situation and prediction for future

Related party within

economic situation the expected credit loss shall be

Group 2 of other receivables the consolidation

accounted through exposure at default and the expected

scope

credit loss rate within the next 12 months or over the

entire life

11. Accounts Receivable

See “10. Financial Instruments”.

126Changchai Company Limited Annual Report 2022

12. Accounts Receivable Financing

See “10. Financial Instruments”.

13. Other Receivables

See “10. Financial Instruments”.

14. Inventory

(1) Category of Inventory

Inventory refers to the held-for-sale finished products or commodities goods in process materials consumed in

the production process or the process providing the labor service etc. Inventory is mainly including the raw

materials low priced and easily worn articles unfinished products inventories and work in process–outsourced

etc.

(2) Pricing method

Purchasing and storage of the various inventories should be valued according to the planed cost and the dispatch

be calculated according to the weighted average method; carried forward the cost of the finished products

according to the actual cost of the current period and the sales cost according to the weighted average method.

(3) Determination basis of the net realizable value of inventory and withdrawal method of the provision for falling

price of inventory

At the balance sheet date inventories are measured at the lower of the costs and net realizable value. When all the

inventories are checked roundly for those which were destroyed outdated in all or in part sold at a loss etc the

Company shall estimate the irrecoverable part of its cost and withdrawal the inventory falling price reserve at the

year-end. Where the cost of the single inventory item is higher than the net realizable value the inventory falling

price reserve shall be withdrawn and recorded into profits and losses of the current period. Of which: in the

normal production and operating process as for the commodities inventory directly for sales such as the finished

products commodities and the materials for sales should recognize the net realizable value according to the

amount of the estimated selling price of the inventory minuses the estimated selling expenses and the relevant

taxes; as for the materials inventory needs to be processed in the normal production and operating process should

recognize its net realizable value according to the amount of the estimated selling price of the finished products

minuses the cost predicts to be occur when the production completes and the estimated selling expenses as well as

the relevant taxes; on the balance sheet date for the same inventory with one part agreed by the contract price

and other parts not by the contract price should be respectively recognized the net realizable value. For items of

inventories relating to a product line that are produced and marketed in the same geographical area have the same

or similar end users or purposes and cannot be practicably evaluated separately from other items in that product

line provision for decline in value is determined on an aggregate basis; for large quantity and low value items of

inventories provision for decline in value is made based on categories of inventories.

(4) The perpetual inventory system is maintained for stock system.

(5) Amortization method of low-value consumables and packages

One time amortization method is adopted for low-value consumables and packages.

127Changchai Company Limited Annual Report 2022

15. Contract Assets

Contract Assets means that the Company is endowed with the right to charge the consideration through

transferring any commodity or service to the client and such right depends on other factors except the passing of

time. The Company’s unconditional right (only depending on the passing of time) of charging the consideration

from the client shall be separately presented as receivables.The recognition method and accounting treatment method of the estimated credit loss of contract assets are

consistent with that specified in Notes V.11.

16. Contract Costs

(1) Costs from Acquiring Contract

If the incremental cost resulting from the Company’s acquiring of contract (namely costs merely resulting from

the acquiring of contract) is predicted to be retrieved it shall be recognized as an assets amortized by adopting

the same basis with the recognition of commodities or service revenues related to the assets and included into the

current profit and loss. If the assets’ amortization period does not exceed one year it shall be immediately

included into the current profit and loss. Other expenses resulting from the Company’s acquiring of contract shall

also be included into the current profit and loss unless it is explicitly borne by the client.

(2) Costs from Executing Contract

The Company’s costs from executing contract is not covered by other ASBE except for Revenue Standards and

when the following situations are met such costs can be recognized as an assets: * the costs are directly related

to a current or predicted contract; * the costs increase the Company’s resources applied to fulfill performance

obligations in the future; * the costs are predicted to be retrieved. The recognized assets shall be amortized by

adopting the same basis with the recognition of commodities or service revenues related to the assets and included

into the current profit and loss.If the book value of contract costs is higher than the difference of the following two items corresponding

depreciation reserves shall be counted and withdrawn and it shall be recognized as the assets depreciation loss: *

the residual consideration predicted to be acquired by transferring commodities related to the assets; * the costs

predicted to occur due to the transfer of related commodities.If the difference between * and * is higher than the book value of contract costs due to any change in various

factors causing depreciation in previous periods it shall be restituted to the withdrawn assets depreciation reserves

and included in the current profit and loss. However the book value of restituted contract costs shall not exceed

the book value of the assets on the day of restitution based on the hypothesis that depreciation reserves are not

counted and withdrawn.

17. Assets Held for Sale

The Company recognizes the components (or the non-current assets) which meet with the following conditions as

assets held for sale:

(1) The components must be immediately sold only according to the usual terms of selling this kind of

components under the current conditions;

(2) The Company had made solutions on disposing the components (or the non-current assets) for example the

Company should gain the approval from the shareholders according to the regulations and had acquired the

approved from the Annual General Meeting or the relevant authority institutions;

128Changchai Company Limited Annual Report 2022

(3) The Company had signed the irrevocable transformation agreement with the transferee;

(4) The transformation should be completed within 1 year.

18. Long-term Equity Investments

(1) Judgment standard of joint control and significant influences

Joint control refers to the control jointly owned according to the relevant agreement on an arrangement by the

Company and the relevant activities of the arrangement should be decided only after the participants which share

the control right make consensus. Significant influence refers to the power of the Company which could anticipate

in the finance and the operation polices of the investees but could not control or jointly control the formulation of

the policies with the other parties.

(2) Recognition for initial investment cost

The initial investment cost of the long-term equity investment shall be recognized by adopting the following ways

in accordance with different methods of acquisition:

1) As for those forms under the same control of the enterprise combine if the combine party takes the cash

payment non-cash assets transformation liabilities assumption or equity securities issuance as the combination

consideration should take the shares of the book value by the ultimate control party in the consolidate financial

statement of the owners’ equities of the combiners acquired on the merger date as the initial investment cost. The

difference between the initial investment cost and the book value of the paid combination consideration or the

total amount of the issued shares of the long-term equity investment should be adjusted the capital reserve; If the

capital reserve is insufficient to dilute the retained earnings shall be adjusted. To include each direct relevant

expense occurred when executing the enterprise merger into the current gains and losses; while the handling

charges and commission occurs from the issuing the equity securities or the bonds for the enterprise merger

should be included in the initial measurement amount of the shareholders’ equities or the liabilities.

2) As for long-term equity investment acquired through the merger of enterprises not under the same control its

initial investment cost shall regard as the combination cost calculated by the fair value of the assets equity

instrument issued and liabilities incurred or undertaken on the purchase date adding the direct cost related with the

acquisition. The identifiable assets of the combined party and the liabilities (including contingent liability)

undertaken on the combining date shall be measured at the fair value without considering the amount of minority

interest. The acquirer shall recognize the positive balance between the combination costs and the fair value of the

identifiable net assets it obtains from the acquiree as business reputation. The acquirer shall record the negative

balance between the combination costs and the fair value of the identifiable net assets it obtains from the acquiree

into the consolidated income statement directly. The agent expense and other relevant management expenses such

as the audit legal service and evaluation consultation occurs from the enterprise merger should be included in the

current gains and losses when occur; while the handling charges and commission occurs from the issuing the

equity securities or the bonds for the enterprise merger should be included in the initial measurement amount of

the shareholders’ equities or the liabilities.

3) Long-term equity investment obtained by other means

The initial cost of a long-term equity investment obtained by making payment in cash shall be the purchase cost

which is actually paid.The initial cost of a long-term equity investment obtained on the basis of issuing equity securities shall be the fair

value of the equity securities issued.The initial cost of a long-term equity investment of an investor shall be the value stipulated in the investment

contract or agreement the unfair value stipulated in the contract or agreement shall be measured at fair value.As for long-term investment obtained by the exchange of non-monetary assets where it is commercial in nature

129Changchai Company Limited Annual Report 2022

the fair value of the assets surrendered shall be recognized as the initial cost of the long-term equity investment

received; where it is not commercial in nature the book value of the assets surrendered shall be recognized as the

initial cost of the long-term equity investment received.The initial cost of a long-term equity investment obtained by recombination of liabilities shall be recognized at

fair value of long-term equity investment.

(3) Subsequent measurement and recognition of profits and losses

1) An investment in the subsidiary company shall be measured by employing the cost method

Where the Company hold and is able to do equity investment with control over an invested entity the invested

entity shall be its subsidiary company. Where the Company holds the shares of an entity over 50% or while the

Company holds the shares of an entity below 50% but has a real control to the said entity then the said entity

shall be its subsidiary company.

2) An investment in the joint enterprise or associated enterprise shall be measured by employing the equity

method

Where the Company hold and is able to do equity investment with joint control with other parties over an

invested entity the invested entity shall be its joint enterprise. Where the Company hold and is able to have

equity investment with significant influences on an invested entity the invested entity shall be its associated

entity.After the Company acquired the long-term equity investment should respectively recognize investment income

and other comprehensive income according to the net gains and losses as well as the portion of other

comprehensive income which should be enjoyed or be shared and at the same time adjust the book value of the

long-term equity investment; corresponding reduce the book value of the long-term equity investment according

to profits which be declared to distribute by the investees or the portion of the calculation of cash dividends which

should be enjoyed; for the other changes except for the net gains and losses other comprehensive income and the

owners’ equity except for the profits distribution of the investees should adjust the book value of the long-term

equity investment as well as include in the owners’ equity .The investing enterprise shall on the ground of the fair value of all identifiable assets of the invested entity when

it obtains the investment recognize the attributable share of the net profits and losses of the invested entity after it

adjusts the net profits of the invested entity.If the accounting policy adopted by the investees is not accord with that of the Company should be adjusted

according to the accounting policies of the Company and the financial statement of the investees during the

accounting period and according which to recognize the investment income as well as other comprehensive

income.For the transaction happened between the Company and associated enterprises as well as joint ventures if the

assets launched or sold not form into business the portion of the unrealized gains and losses of the internal

transaction which belongs to the Company according to the calculation of the enjoyed proportion should

recognize the investment gains and losses on the basis. But the losses of the unrealized internal transaction

happened between the Company and the investees which belongs to the impairment losses of the transferred assets

should not be neutralized.The Company shall recognize the net losses of the invested enterprise according to the following sequence: first of

all to write down the book value of the long-term equity investment. Secondly if the book value of the long-term

equity investment is insufficient for written down should be continued to recognized the investment losses limited

to the book value of other long-term equity which forms of the net investment of the investees and to written

down the book value of the long-term accounts receivable etc. Lastly through the above handling for those

should still undertake the additional obligations according to the investment contracts or the agreements it shall

130Changchai Company Limited Annual Report 2022

be recognized as the estimated liabilities in accordance with the estimated duties and then recorded into

investment losses at current period. If the invested entity realizes any net profits later the Company shall after the

amount of its attributable share of profits offsets against its attributable share of the un-recognized losses resume

recognizing its attributable share of profits.In the preparation for the financial statements the balance existed between the long-term equity investment

increased by acquiring shares of minority interest and the attributable net assets on the subsidiary calculated by

the increased shares held since the purchase date (or combination date) the capital reserves shall be adjusted if

the capital reserves are not sufficient to offset the retained profits shall be adjusted; the Company disposed part of

the long-term equity investment on subsidiaries without losing its controlling right on them the balance between

the disposed price and attributable net assets of subsidiaries by disposing the long-term equity investment shall be

recorded into owners’ equity.For other ways on disposal of long-term equity investment the balance between the book value of the disposed

equity and its actual payment gained shall be recorded into current profits and losses.For the long-term equity investment measured by adopting equity method if the remained equity after disposal

still adopts the equity method for measurement the other comprehensive income originally recorded into owners’

equity should adopt the same basis of the accounting disposal of the relevant assets or liabilities directly disposed

by the investees according to the corresponding proportion. The owners’ equity recognized owning to the changes

of the other owners’ equity except for the net gains and losses other comprehensive income and the profits

distribution of the investees should be transferred into the current gains and losses according to the proportion.For the long-term equity investment which adopts the cost method of measurement if the remained equity still

adopt the cost method the other comprehensive income recognized owning to adopting the equity method for

measurement or the recognition and measurement standards of financial instrument before acquiring the control of

the investees should adopt the same basis of the accounting disposal of the relevant assets or liabilities directly

disposed by the investees and should be carried forward into the current gains and losses according to the

proportion; the changes of the other owners’ equity except for the net gains and losses other comprehensive

income and the profits distribution among the net assets of the investees which recognized by adopting the equity

method for measurement should be carried forward into the current gains and losses according to the proportion.For those the Company lost the control of the investees by disposing part of the equity investment as well as the

remained equity after disposal could execute joint control or significant influences on the investees should change

to measure by equity method when compiling the individual financial statement and should adjust the

measurement of the remained equity to equity method as adopted since the time acquired; if the remained equity

after disposal could not execute joint control or significant influences on the investees should change the

accounting disposal according to the relevant regulations of the recognition and measurement standards of

financial instrument and its difference between the fair value and book value on the date lose the control right

should be included in the current gains and losses. For the other comprehensive income recognized by adopting

equity method for measurement or the recognition and measurement standards of financial instrument before the

Company acquired the control of the investees should execute the accounting disposal by adopting the same basis

of the accounting disposal of the relevant assets or liabilities directly disposed by the investees when lose the

control of them while the changes of the other owners’ equity except for the net gains and losses other

comprehensive income and the profits distribution among the net assets of the investees which recognized by

adopting the equity method for measurement should be carried forward into the current gains and losses

according to the proportion. Of which for the disposed remained equity which adopted the equity method for

measurement the other comprehensive income and the other owners’ equity should be carried forward according

to the proportion; for the disposed remained equity which changed to execute the accounting disposal according to

131Changchai Company Limited Annual Report 2022

the recognition and measurement standards of financial instrument the other comprehensive income and the other

owners’ equity should be carried forward in full amount.For those the Company lost the control of the investees by disposing part of the equity investment the disposed

remained equity should change to calculate according to the recognition and measurement standards of financial

instrument and difference between the fair value and book value on the date lose the control right should be

included in the current gains and losses. For the other comprehensive income recognized from the original equity

investment by adopting the equity method should execute the accounting disposal by adopting the same basis of

the accounting disposal of the relevant assets or liabilities directly disposed by the investees when terminate the

equity method for measurement while for the owners’ equity recognized owning to the changes of the other

owner’s equity except for the net gains and losses other comprehensive income and the profits distribution of the

investees should be transferred into the current investment income with full amount when terminate adopting the

equity method.

19. Investment Real Estate

Measurement mode of investment real estate:

Measurement of cost method

Depreciation or amortization method

The investment real estate shall be measured at its cost. Of which the cost of an investment real estate by

acquisition consists of the acquisition price relevant taxes and other expense directly relegated to the asset; the

cost of a self-built investment real estate composes of the necessary expenses for building the asset to the hoped

condition for use. The investment real estate invested by investors shall be recorded at the value stipulated in the

investment contracts or agreements but the unfair value appointed in the contract or agreement shall be entered

into the account book at the fair value.As for withdrawal basis of provision for impairment of investment real estates please refer to withdrawal method

for provision for impairment of fixed assets.

20. Fixed Assets

(1) Recognition Conditions

Fixed assets refers to the tangible assets that simultaneously possess the features as follows: (a) they are held for

the sake of producing commodities rendering labor service renting or business management; and (b) their useful

life is in excess of one fiscal year. The fixed assets are only recognized when the relevant economic benefits

probably flow in the Company and its cost could be reliable measured.

(2) Depreciation Method

Category of fixed assets Method Useful life Annual deprecation

Housing and building Average method of

20-40 years 2.50%-5%

useful life

Machinery equipment Average method of

6-15 years 6.67%-16.67%

useful life

Transportation Average method of

5-10 years 10%-20%

equipment useful life

Average method of

Other equipment 5-10 years 10%-20%

useful life

(3) Recognition Basis Pricing and Depreciation Method of Fixed Assets by Finance Lease

132Changchai Company Limited Annual Report 2022

The Company recognizes those meet with the following one or certain standards as the fixed assets by finance

lease:

1) The leasing contract had agreed that (or made the reasonable judgment according to the relevant conditions on

the lease starting date) when the lease term expires the ownership of leasing the fixed assets could be transferred

to the Company;

2) The Company owns the choosing right for purchasing and leasing the fixed assets with the set purchase price

which is estimated far lower than the fair value of the fixed assets by finance lease when executing the choosing

right so the Company could execute the choosing right reasonably on the lease starting date;

3) Even if the ownership of the fixed assets not be transferred the lease period is of 75% or above of the useful

life of the lease fixed assets;

4) The current value of the minimum lease payment on the lease starting date of the Company is equal to 90% or

above of the fair value of the lease fixed assets on the lease starting date; the current value of the minimum lease

receipts on the lease starting date of the leaser is equal to 90% or above of the fair value of the lease fixed assets

on the lease starting date;

5) The nature of the lease assets is special that only the Company could use it if not execute large transformation.

The fixed assets by finance lease should take the lower one between the fair value of the leasing assets and the

current value of the minimum lease payment on the lease starting date as the entry value. As for the minimum

lease payment which be regarded as the entry value of the long-term accounts payable its difference should be

regarded as the unrecognized financing expense. For the initial direct expenses occur in the lease negotiations and

the signing process of the lease contracts that attribute to the handling expenses counsel fees travel expenses and

stamp taxes of the lease items should be included in the charter-in assets value. The unrecognized financing

expenses should be amortized by adopting the actual interest rate during the period of the lease term.The fixed assets by finance lease shall adopt the same depreciation policy for self-owned fixed assets. If it is

reasonable to be certain that the lessee will obtain the ownership of the leased asset when the lease term expires

the leased asset shall be fully depreciated over its useful life. If it is not reasonable to be certain that the lessee will

obtain the ownership of the leased asset at the expiry of the lease term the leased asset shall be fully depreciated

over the shorter one of the lease term or its useful life

21. Construction in Progress

(1) Valuation of the progress in construction

Construction in progress shall be measured at actual cost. Self-operating projects shall be measured at direct

materials direct wages and direct construction fees; construction contract shall be measured at project price

payable; project cost for plant engineering shall be recognized at value of equipments installed cost of installation

trail run of projects. Costs of construction in process also include borrowing costs and exchange gains and losses

which should be capitalized.

(2) Standardization on construction in process transferred into fixed assets and time point

The construction in process of which the fixed assets reach to the predicted condition for use shall carry forward

fixed assets on schedule. The one that has not audited the final accounting shall recognize the cost and make

depreciation in line with valuation value. The construction in process shall adjust the original valuation value at its

historical cost but not adjust the depreciation that has been made after auditing the final accounting.

22. Borrowing Costs

(1) Recognition principle of capitalization of borrowing costs

The borrowing costs shall include the interest on borrowings amortization of discounts or premiums on

133Changchai Company Limited Annual Report 2022

borrowings ancillary expenses and exchange balance on foreign currency borrowings. Where the borrowing

costs occurred belong to specifically borrowed loan or general borrowing used for the acquisition and construction

of investment real estates and inventories over one year (including one year) shall be capitalized and record into

relevant assets cost. Other borrowing costs shall be recognized as expenses on the basis of the actual amount

incurred and shall be recorded into the current profits and losses. The borrowing costs shall not be capitalized

unless they simultaneously meet the following three requirements: (1) The asset disbursements have already

incurred; (2) The borrowing costs have already incurred; and (3) The acquisition and construction or production

activities which are necessary to prepare the asset for its intended use or sale have already started.

(2) The period of capitalization of borrowing costs

The borrowing costs arising from acquisition and construction of fixed assets investment real estates and

inventories if they meet the above-mentioned capitalization conditions the capitalization of the borrowing costs

shall be measured into asset cost before such assets reach to the intended use or sale Where acquisition and

construction of fixed assets investment real estates and inventories is interrupted abnormally and the interruption

period lasts for more than 3 months the capitalization of the borrowing costs shall be suspended and recorded

into the current expense till the acquisition and construction of the assets restarts. When the qualified asset is

ready for the intended use or sale the capitalization of the borrowing costs shall be ceased the borrowing costs

occurred later shall be included into the financial expense directly at the current period.

(3) Measurement method of capitalization amount of borrowing costs

As for specifically borrowed loans for the acquisition and construction or production of assets eligible for

capitalization the to-be-capitalized amount of interests shall be determined in light of the actual cost incurred of

the specially borrowed loan at the present period minus the income of interests earned on the unused borrowing

loans as a deposit in the bank or as a temporary investment.Where a general borrowing is used for the acquisition and construction or production of assets eligible for

capitalization the enterprise shall calculate and determine the to-be-capitalized amount of interests on the general

borrowing by multiplying the weighted average asset disbursement of the part of the accumulative asset

disbursements minus the general borrowing by the capitalization rate of the general borrowing used. The

capitalization rate shall be calculated and determined in light of the weighted average interest rate of the general

borrowing.

23. Intangible Assets

(1) Pricing Method Service Life and Impairment Test

(1) Pricing method of intangible assets

Intangible assets purchased should take the actual payment and the relevant other expenses as the actual cost.For the intangible assets invested by the investors should be recognized the actual cost according to the value of

the investment contracts or agreements however for the value of the contracts or agreements is not fair the actual

cost should be recognized according to the fair value.For the intangible assets acquires from the exchange of the non-currency assets if own the commercial nature

should be recorded according to the fair value of the swap-out assets; for those not own the commercial nature

should be recorded according to the book value of the swap-out assets.For the intangible assets acquires from the debts reorganization should be recognized by the fair value.

(2) Amortization method and term of intangible assets

As for the intangible assets with limited service life which are amortized by straight-line method when it is

available for use within the service period shall be recorded into the current profits and losses. The Company

shall at least at the end of each year check the service life and the amortization method of intangible assets with

134Changchai Company Limited Annual Report 2022

limited service life. When the service life and the amortization method of intangible assets are different from those

before the years and method of the amortization shall be changed.Intangible assets with uncertain service life may not be amortized. However the Company shall check the service

life of intangible assets with uncertain service life during each accounting period. Where there are evidences to

prove the intangible assets have limited service life it shall be estimated of its service life and be amortized

according to the above method mentioned.The rights to use land of the Company shall be amortized according to the rest service life.

(2) Accounting Polices of Internal R & D Costs

The internal research and development projects of an enterprise shall be classified into research phase and

development phase: the term “research” refers to the creative and planned investigation to acquire and understand

new scientific or technological knowledge; the term “development” refers to the application of research

achievements and other knowledge to a certain plan or design prior to the commercial production or use so as to

produce any new material device or product or substantially improved material device and product.The Company collects the costs of the corresponding phases according to the above standard of classifying the

research phase and the development phase. The research expenditures for its internal research and development

projects of an enterprise shall be recorded into the profit or loss for the current period. The development costs for

its internal research and development projects of an enterprise may be capitalized when they satisfy the following

conditions simultaneously: it is feasible technically to finish intangible assets for use or sale; it is intended to

finish and use or sell the intangible assets; the usefulness of methods for intangible assets to generate economic

benefits shall be proved including being able to prove that there is a potential market for the products

manufactured by applying the intangible assets or there is a potential market for the intangible assets itself or the

intangible assets will be used internally; it is able to finish the development of the intangible assets and able to

use or sell the intangible assets with the support of sufficient technologies financial resources and other resources;

the development costs of the intangible assets can be reliably measured.

24. Impairment of Long-term Assets

For non-current financial Assets of fixed Assets projects under construction intangible Assets with limited

service life investing real estate with cost model long-term equity investment of subsidiaries cooperative

enterprises and joint ventures the Company should judge whether decrease in value exists on the date of balance

sheet. Recoverable amounts should be tested for decrease in value if it exists. Other intangible Assets of reputation

and uncertain service life and other non-accessible intangible assets should be tested for decrease in value no

matter whether it exists.If the recoverable amount is less than book value in impairment test results the provision for impairment of

differences should include in impairment loss. Recoverable amounts would be the higher of net value of asset fair

value deducting disposal charges or present value of predicted cash flow. Asset fair value should be determined

according to negotiated sales price of fair trade. If no sales agreement exists but with asset active market fair

value should be determined according to the Buyer’s price of the asset. If no sales agreement or asset active

market exists asset fair value could be acquired on the basis of best information available. Disposal expenses

include legal fees taxes cartage or other direct expenses of merchantable Assets related to asset disposal. Present

value of predicted asset cash flow should be determined by the proper discount rate according to Assets in service

and predicted cash flow of final disposal. Asset depreciation reserves should be calculated on the basis of single

Assets. If it is difficult to predict the recoverable amounts for single Assets recoverable amounts should be

determined according to the belonging asset group. Asset group is the minimum asset combination producing cash

135Changchai Company Limited Annual Report 2022

flow independently.In impairment test book value of the business reputation in financial report should be shared to beneficial asset

group and asset group combination in collaboration of business merger. It is shown in the test that if recoverable

amounts of shared business reputation asset group or asset group combination are lower than book value it should

determine the impairment loss. Impairment loss amount should firstly be deducted and shared to the book value of

business reputation of asset group or asset group combination then deduct book value of all assets according to

proportions of other book value of above assets in asset group or asset group combination except business

reputation.After the asset impairment loss is determined recoverable value amounts would not be returned in future.

25. Long-term Deferred Expenses

Long-term deferred expanses of the Company shall be recorded in light of the actual expenditure and amortized

averagely within benefit period. In case of no benefit in the future accounting period the amortized value of such

project that fails to be amortized shall be transferred into the profits and losses of the current period.

26. Contract Liabilities

Contract liabilities refer to the Company’s obligations in transferring commodities or services to the client for the

received or predicted consideration. Contract assets and contract liabilities under the same contract shall be

presented based on the net amount.

27. Employee Benefits

(1) Accounting Treatment of Short-term Compensation

Short-term compensation mainly including salary bonus allowances and subsidies employee services and

benefits medical insurance premiums birth insurance premium industrial injury insurance premium housing

fund labor union expenditure and personnel education fund non-monetary benefits etc. The short-term

compensation actually happened during the accounting period when the active staff offering the service for the

Company should be recognized as liabilities and is included in the current gains and losses or relevant assets cost.Of which the non-monetary benefits should be measured according to the fair value.

(2) Accounting Treatment of the Welfare after Demission

The Company classifies the welfare plans after demission into defined contribution plans and defined benefit

plans. Welfare plans after demission refers to the agreement on the welfare after demission reaches between the

Company and the employees or the regulations or methods formulated by the Company for providing the welfare

after demission for the employees. Of which defined contribution plans refers to the welfare plans after demission

that the Company no more undertake the further payment obligations after the payment of the fixed expenses for

the independent funds; defined benefit plans refers to the welfare plans after demission except for the defined

contribution plans.Defined contribution plans

During the accounting period that the Company providing the service for the employees the Company should

recognize the liabilities according to the deposited amount calculated by defined contribution plans and should be

included in the current gains and losses or the relevant assets cost.

136Changchai Company Limited Annual Report 2022

(3) Accounting Treatment of the Demission Welfare

The Company should recognize the payroll payment liabilities occur from the demission welfare according to the

earlier date between the following two conditions and include which in the current gains and losses when

providing the demission welfare for the employees: the Company could not unilaterally withdraw the demission

welfare owning to the relieve plans of the labor relationship or reduction; when the Company recognizing the

costs or expenses related to the reorganization involves with the demission welfare payments.

28. Lease Liabilities

On the commencement date of the lease term the Company recognizes the present value of unpaid lease payments

as lease liabilities. Lease payments include: fixed payment and substantial fixed payment and the relevant amount

after the lease incentive (if any) is deducted; variable lease payments that depend on indexation or ratio which are

determined according to the indexation or ratio on the commencement date of the lease term in the initial

measurement; exercise price of the purchased option provided that the lessee reasonably determines that the

option will be exercised; the amount to be paid for the exercise of the lease termination options provided that the

lease term reflects that the lessee will exercise the options to terminate the lease; and estimated payments due to

the guaranteed residual value provided by the lessee.The Company uses the interest rate implicit in lease as the rate of discount when calculating the present value of

the lease payments. The incremental lending rate of the lessee will be used as the rate of discount if the interest

rate implicit in lease cannot be determined. The Company calculates the interest charge of the lease liabilities in

each period of the lease term at a fixed periodic interest rate and includes it in the profit or loss of the current

period unless such interest charge is stipulated to be included in the underlying asset costs. Variable lease

payments that are not included in the measurement of the lease liabilities should be included in the profit or loss of

the current period when they are actually incurred unless such payments are stipulated to be included in the

underlying asset costs. The Company will re-calculate the lease liabilities using the present value of the changed

lease payments if the substantial fixed payment the estimated payments due to the guaranteed residual value the

index or rate used to determine the lease payments or the assessment result of the call option the renewal option

or the termination option or the actual exercise changes after the commencement date of the lease term.

29. Provisions

(1) Criteria of provisions

Only if the obligation pertinent to a contingencies shall be recognized as an estimated debts when the following

conditions are satisfied simultaneously:

1) That obligation is a current obligation of the Company;

2) It is likely to cause any economic benefit to flow out of the Company as a result of performance of the

obligation;

3) The amount of the obligation can be measured in a reliable way.

(2) Measurement of provisions

The Company shall measure the provisions in accordance with the best estimate of the necessary expenses for the

performance of the current obligation.

137Changchai Company Limited Annual Report 2022

The Company shall check the book value of the provisions on the Balance Sheet Date. If there is any conclusive

evidence proving that the said book value can’t truly reflect the current best estimate the Company shall subject

to change make adjustment to carrying value to reflect the current best estimate.

30. Revenue

Accounting policies for recognition and measurement of revenue:

When the Company fulfills its due performance obligations (namely when the client obtains the control over

related commodities or services) revenues shall be recognized based on the obligation’s amortized transaction

price. Performance Obligation refers to the Company’s promise of transferring commodities or services that can

be clearly defined to the client. Transaction Price refers to the consideration amount duly charged by the Company

for transferring commodities or services to the client excluding any amount charged by the third party and any

amount predicted to be returned to the client. Control Over Relevant Commodities means that the use of

commodities can be controlled and almost all economic interests can be obtained.On the contract commencement day the Company shall evaluate the contract recognize individual performance

obligation and confirm that individual performance obligation is fulfilled in a certain period. When one of the

following conditions is met such performance obligation shall be deemed as fulfilled in a certain period and the

Company shall recognize it as revenue within a certain period according to the performance schedule: (1) the

client obtains and consumes the economic interests resulting from the Company’s performance of contract while

performing the contract; (2) the client is able to control the commodities under construction during the

performance; (3) commodities produced by the Company during the performance possess the irreplaceable

purpose and the Company has the right to charge all finished parts during the contract period; otherwise the

Company shall recognize the revenue when the client obtains the control over relevant commodities or services.The Company shall adopt the Input Method to determine the Performance Schedule. Namely the Performance

Schedule shall be determined according to the Company’s input for fulfilling performance obligations. When the

Performance Schedule cannot be reasonably determined and all resulting costs are predicted to be compensated

the Company shall recognize the revenue based on the resulting cost amount till the Performance Schedule can be

reasonably determined.When the contract involves two or more than two performance obligations the transaction price shall be

amortized to each single performance obligation on the contract commencement day according to the relative

proportion of the independent selling price of commodities or services under each single performance obligation.If any solid evidence proves that the contract discount or variable consideration only relates to one or more than

one (not all) performance obligation under the contract the Company shall amortize the contract discount or

variable consideration to one or more than one related performance obligations. Independent selling price refers to

the price adopted by the Company to independently sell commodities or services to the client. However

independent selling price cannot be directly observed. The Company shall estimate the independent selling price

by comprehensively considering all related information that can be reasonably obtained and maximally adopting

the observable input value.Variable Consideration

If any variable consideration exists in the contract the Company shall determine the optimal estimation of the

variable consideration based on the expected values or the most possible amount. The variable consideration’s

transaction price shall be included without exceeding the total revenue amount recognized without the risk of

significant restitution when all uncertainties are eliminated. On each balance sheet day the Company shall

re-estimate the variable consideration amount to be included in the transaction price.

138Changchai Company Limited Annual Report 2022

Consideration Payable to the Client

If any consideration payable to the client exists in the contract the Company shall use such consideration to offset

the transaction price unless such consideration is paid for acquiring other clearly-defined commodities or services

from the client and write down the current revenue at the later time between the time of recognizing relevant

revenues and the time of paying (or promising the payment) the consideration to the client.Sales with the Quality Assurance

For sales with the Quality Assurance if the Quality Assurance involves another separate service except for the

guarantee of all sold commodities or services meeting all established standards the Quality Assurance shall

constitute a single Performance Obligation; otherwise the Company shall make corresponding accounting

treatment to the Quality Assurance according to ASBE No.13--Contingency.Main Responsibility Person/Agent

According to whether the control over commodities or services is obtained before they are transferred to the client

the Company can judge whether it is Main Responsibility Person or Agent based on its status during the

transaction. If the Company can control commodities or services before they are transferred to the client the

Company shall be Main Responsibility Person and revenues shall be recognized according to the total

consideration amount received or to be received; otherwise the Company shall be Agent and revenues shall be

recognized according to the commission or service fees predicted to be duly charged. However such amount shall

be determined based on the net amount after deducting other amounts payable to other related parties from the

total consideration received or to be duly received or the fixed commission amount or proportion.Specific methods

The specific methods of the Company's revenue recognition are as follows:

The sale contract between the Company and its customers usually contains only the performance obligation for

the transfer of goods which is satisfied at a point in time.The following requirements must be met to confirm the revenue of domestic products: The Company has

delivered the goods to the customer in accordance with the contract and the customer has accepted the goods. The

payment has been recovered or the receipt voucher has been obtained and the relevant economic benefits are

likely to flow in. The customer has obtained control of the relevant goods. The main risks and rewards of product

ownership have been transferred. The legal ownership of the goods has been transferred.The following requirements must be met to confirm the revenue of export products: The Company has declared

the products in accordance with the contract obtained the bills of lading and received the payment or obtained the

receipt voucher and the related economic benefits are likely to flow in. The main risks and rewards of product

ownership have been transferred. The legal ownership of the goods has been transferred.Interest Revenue

Interest Revenue shall be determined according to the time of the Company’s use of monetary capital and the

actual interest rate.

31. Government Grants

(1) Type

A government grant means the monetary or non-monetary assets obtained free by an enterprise from the

government. Government grants consist of the government grants pertinent to assets and government grants

pertinent to income according to the relevant government documents.For those the government documents not definite stipulate the assistance object the judgment basis of the

139Changchai Company Limited Annual Report 2022

Company classifies the government grants pertinent to assets and government subsidies pertinent to income is:

whether are used for purchasing or constructing or for forming the long-term assets by other methods.

(2) Recognition of Government Subsidies

The government subsidies should be recognized only when meet with the attached conditions of the government

grants as well as could be acquired.If the government grants are the monetary assets should be measured according to the received or receivable

amount; and for the government grants are the non-monetary assets should be measured by fair value.

(3) Accounting Treatment

The government grants pertinent to assets shall be recognized as deferred income and included in the current

gains and losses or offset the book value of related assets within the useful lives of the relevant assets with a

reasonable and systematic method. Government grants pertinent to income used to compensate the relevant costs

expenses or losses of the Company in the subsequent period shall be recognized as deferred income and shall be

included in the current profit and loss during the period of confirming the relevant costs expenses or losses; those

used to compensate the relevant costs expenses or losses of the Company already happened shall be included in

the current gains and losses or used to offset relevant costs directly.For government grants that include both assets-related and income-related parts they should be distinguished

separately for accounting treatment; for government subsidies that are difficult to be distinguished they should be

classified as income-related.Government grants related to the daily activities of the Company shall be included into other income or used to

offset relevant costs by the nature of economic business; those unrelated shall be included into non-operating

income.The government grants recognized with relevant deferred income balance but need to return shall be used to offset

the book balance of relevant deferred income the excessive part shall be included in the current gains and losses

or adjusting the book value of assets for the government grants assets-related that offset the book value of relevant

assets when they are initially recognized; those belong to other cases shall be directly included in the current gains

and losses.

32. Deferred Income Tax Assets/Deferred Income Tax Liabilities

(1) Basis of recognizing the deferred income tax assets

According to the difference between the book value of the assets and liabilities and their tax basis a deferred tax

asset shall be measured in accord with the tax rates that are expected to apply to the period when the asset is

realized or the liability is settled.The recognition of the deferred income tax assets is limited by the income tax payable that the Company probably

gains for deducting the deductible temporary differences. At the balance sheet date where there is strong evidence

showing that sufficient taxable profit will be available against which the deductible temporary difference can be

utilized the deferred tax asset unrecognized in prior period shall be recognized.The Company assesses the carrying amount of deferred tax asset at the balance sheet date. If it’s probable that

sufficient taxable profit will not be available against which the deductible temporary difference can be utilized the

Company shall write down the carrying amount of deferred tax asset or reverse the amount written down later

when it’s probable that sufficient taxable profit will be available.

(2) Basis of recognizing the deferred income tax liabilities

140Changchai Company Limited Annual Report 2022

According to the difference between the book value of the assets and liabilities and their tax basis A deferred tax

liability shall be measured in accord with the tax rates that are expected to apply to the period when the asset is

realized or the liability is settled.

33. Lease

The term "lease" refers to a contract whereby the lessor transfers the right of use regarding the leased asset(s) to

the lessee within a specified time in exchange for consideration. From the effective date of a contract the

Company assesses whether the contract is a lease or includes any lease. If a party to the contract transferred the

right allowing the control over the use of one or more assets that have been identified within a certain period in

exchange for a consideration such contract is a lease or includes a lease. If a contract contains multiple single

leases at the same time the Company will split the contract and conduct accounting treatment of each single lease

respectively. If a contract contains both lease and non-lease parts at the same time the lessee and lessor will split

the lease and non-lease parts.

(1) The Company as the lessee

See Note 28 (lease liabilities) for the general accounting treatment of the Company as the lessee.For short-term leases with a lease term not exceeding 12 months and leases of low-value assets when single leased

assets are brand new assets the Company chooses not to recognize right-of-use assets and lease liabilities and

records relevant rental expenses into the profit or loss of the current period or the underlying asset costs on a

straight-line basis in each period within the lease term.If a lease changes and meets the following conditions at the same time the Company will account for the lease

change as a separate lease: the lease change expands the lease scope by increasing the right to use one or more

leased assets; the increased consideration is equivalent to the separate price of the expanded lease scope adjusted

according to the contract. Where the lease change is not accounted for as a separate lease on the effective date of

the lease change the Company will allocate the consideration of the changed contract and re-determine the

changed lease term. The present value determined based on the changed lease payments and the revised rate of

discount are used to remeasure the lease liabilities.

(2) The Company as the lessor

On the commencement date of the lease term the Company classifies the leases that substantially transfer almost

all risks and rewards related to the ownership of the leased assets as finance leases and leases other than finance

leases as operating leases.

1) Operating lease

The Company recognizes the lease payments receivable as rentals in each period within the lease term on a

straight-line basis. The Company capitalizes the initial direct costs related to operating leases upon incurrence

thereof and apportions and includes such costs in the profit or loss of the current period on the basis same as the

recognition of rentals. The received variable lease payments related to operating leases that are not included in the

lease payments receivable are included in profit or loss of the current period when they are actually incurred.

2) Financial lease

On the commencement date of the lease term the Company recognizes the finance lease receivables on the basis

of net investment in the lease (the sum of the unguaranteed residual value and the present value of the lease

payments receivable not yet received on the commencement date of the lease term discounted at the interest rate

implicit in lease) and derecognizes the leased asset of the finance lease. The Company calculates and recognizes

interest income based on the interest rate implicit in lease in each period within the lease term. The received

141Changchai Company Limited Annual Report 2022

variable lease payments that are not covered in the measurement of the net investment in the lease are included in

the profit or loss of the current period when actually incurred.

(3) Sale and leaseback

The Company assesses whether the asset transfer in a sale and leaseback transaction is a sale in accordance with

relevant provisions of the Accounting Standards for Business Enterprises No. 14 - Income.

1) The Company as the lessee

If the asset transfer in a sale and leaseback transaction is a sale the Company measures the right-of-use assets

formed by the sale and leaseback based on the portion of the original asset's carrying value that is related to the

use right acquired by the leaseback and recognizes related gains or losses only for the right transferred to the

lessor.If the asset transfer in a sale and leaseback transaction is not a sale the Company continues to recognize the

transferred asset and at the same time recognizes a financial liability equivalent to the transfer income and

conducts corresponding accounting treatment for the financial liability in accordance with the Accounting

Standards for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments.

2) The Company as the lessor

If the asset transfer in a sale and leaseback transaction is a sale the Company applies other accounting standards

for business enterprises to the accounting treatment for asset purchase and conducts corresponding accounting

treatment for asset lease in accordance with the Accounting Standard for Business Enterprises No. 21 - Leases.If the asset transfer in a sale and leaseback transaction is not a sale the Company does not recognize the

transferred asset but recognizes a financial asset equivalent to the transfer income and conducts corresponding

accounting treatment for the financial asset in accordance with the Accounting Standards for Business Enterprises

No. 22 - Recognition and Measurement of Financial Instruments.

34. Other Significant Accounting Policies and Accounting Estimates

The Company evaluates the important accounting estimates and key assumptions adopted on an ongoing basis

based on historical experience and other factors including reasonable expectations of future events. Important

accounting estimates and critical assumptions that have a significant risk of causing a material adjustment to the

carrying amounts of assets and liabilities within the next fiscal year are listed as follows:

(1) Classification of financial assets

The significant judgments involved when the Company determines the classification of financial assets include

analysis of business models and contractual cash flow characteristics. The Company determines the business

model for managing financial assets at the level of the financial asset portfolio taking into account factors such as

the approach of evaluating and reporting the performance of financial assets to key management personnel the

risks affecting the performance of financial assets and the manner in which they are managed and way in which

the relevant business management personnel are compensated.The following main judgments exist in assessing whether the contractual cash flows of financial assets are

consistent with the basic lending arrangements:

Whether the time distribution or amount of the principal amount during the duration may change due to early

repayment or for other reasons; whether the interest includes only the time value of money credit risk other basic

lending risks and consideration against costs and profits. For example whether the amount of early repayment

reflects only the outstanding principal and interest based on the outstanding principal as well as reasonable

compensation paid for early termination of the contract.

142Changchai Company Limited Annual Report 2022

(2) Measurement of expected credit losses of accounts receivable

The Company calculates the expected credit loss of accounts receivable using the exposure to default risk of

accounts receivable and the expected credit loss ratio and determines the expected credit loss ratio based on the

probability of default and the default loss ratio. When determining the expected credit loss ratio the Company

uses data such as internal historical credit loss experience and adjusts historical data to take into account current

conditions and forward-looking information. When considering forward-looking information the Company uses

indicators such as the risk of economic downturn and changes in the external market environment technological

environment and customer profile. The Company regularly monitors and reviews the assumptions related to the

calculation of expected credit losses.

(3) Inventory falling price reserves

The Company follows the inventory accounting policy and carries out measurement based on which is smaller

between the cost and the net realizable value. If the cost of inventories is higher than its net realizable value then

the inventory falling prices reserves were implemented. The impairment of inventories to net realizable value is

based on an assessment of the marketability of the inventories and their net realizable value. The management

shall determine the impairment of inventories after obtaining reliable evidence while taking into account the

purpose of holding inventories the effect of items after the balance sheet date and other factors. Differences

between actual results and original estimates will affect the carrying value of inventories and the provision or

reversal of reverses for falling prices of inventories in the period in which the estimates are changed.

(4) Determination of fair value of unlisted equity investment

The fair value of unlisted equity investment is the expected future cash flows discounted at the current discount

rate for items with similar terms and risk characteristics. Such valuation requires the Company to estimate

expected future cash flows and discount rates and is therefore subject to uncertainty. Under limited circumstances

if the information used to determine fair value is insufficient or if the range of possible estimates of fair value is

wide and the cost represents the best estimate of fair value within that range the cost may represent its appropriate

estimate of fair value within that range of distribution.

(5) Reserves for long-term assets impairment

The Company determines at the balance sheet date whether there is any indication that a non-current asset other

than a financial asset may be impaired. For intangible assets with an uncertain useful life impairment tests shall

be conducted when there is an indication of impairment besides the annual impairment test. Other non-current

assets other than financial assets shall be tested for impairment when there is an indication that the carrying

amount is irrecoverable.An impairment is indicated when the carrying amount of an asset or asset group is greater than the recoverable

amount which is the higher of the fair value minus disposal expenses and the present value of estimated future

cash flows.The net value of the fair value minus disposal expenses is determined by referring to the negotiable sale price or

observable market price of similar assets in a fair transaction and deducting incremental costs directly attributable

to the disposal of the asset.Estimating the present value of future cash flows requires significant judgments with respect to the production

volume of the asset (or asset group) the selling price the related operating costs and the discount rate used in

calculating the present value. The Company uses all available relevant information in estimating recoverable

amounts including projections of volumes selling prices and related operating costs based on reasonable and

supportable assumptions.

(6) Depreciation and amortization

143Changchai Company Limited Annual Report 2022

The Company depreciates and amortizes investment properties fixed assets and intangible assets on a straight-line

basis within their service lives after taking into account their residual values. The Company regularly reviews

service lives to determine the amount of depreciation and amortization expenses to be included in each reporting

period. The service life is determined by the Company based on past experience with similar assets and expected

technological updates. Depreciation and amortization expenses will be adjusted in the future period if there is a

significant change in previous estimates.

(7) Deferred income tax assets

To the extent that it is probable that sufficient taxable profit will be available to offset the losses the Company

recognizes deferred income tax assets for all unused tax losses. This requires the Company's management to use

many judgments to estimate the timing and amount of future taxable profits taking into account tax planning

strategies so as to determine the amount of deferred income tax assets to be recognized.

(8) Income tax

In the normal operating activities of the Company the ultimate tax treatment and calculation of certain

transactions are subject to certain uncertainties. Whether some items can be disbursed before tax requires the

approval of the tax authorities. If the final determination of these tax matters differs from the amounts initially

estimated the difference will have an impact on current and deferred income taxes in the period in which they are

finally determined.

35. Changes in Main Accounting Policies and Estimates

(1) Change of Accounting Policies

√ Applicable □ Not applicable

Changes to the accounting policies and why Approval process RemarkThe Company starts to implement the “Accountingtreatment for sales of products or by-products by

On 22 August 2022 the 13th Meeting

enterprises generated from fixed assets before reaching the

of the 9th Board of Directors and theNotes ofintended state of availability or from the period of R&D”

12th Meeting of the 9th Supervisorychanges to

and “Judgment on onerous contracts” and “Presentation ofCommittee were held by the Companyaccountingcentralized capital management” stipulated in the

on which the Proposal on Changes ofpolicies-(1)

Accounting Standards for Business Enterprises

Accounting Policies was approved.Interpretation No. 15 issued by the Ministry of Finance in

2021 since 1 January 2022.The Company starts to implement the “accountingtreatment of the income tax effect of financial instrument

related dividend whose issuer is classified as equity

Notes ofinstrument” and “accounting treatment of share-basedchanges to

payment in cash settlement modified into share-based /

accountingpayment in equity settlement by the enterprise” stipulated

policies-(2)

in the Accounting Standards for Business Enterprises

Interpretation No. 16 issued by the Ministry of Finance in

2022 since 13 December 2022.

Description of changes in accounting policies:

144Changchai Company Limited Annual Report 2022

(1) The impact of implementing the Interpretation No. 15 of Accounting Standards for Business Enterprises on the

Company

On 31 December 2021 the Ministry of Finance issued the Interpretation No. 15 of Accounting Standards for

Business Enterprises (C.K. [2021] No. 35) (hereinafter referred to as “Interpretation No. 15”). Contents of“accounting treatment of external sales of products or by-product produced by the enterprise before the fixedassets reach the intended usable state or during the research and development process (hereinafter referred to as‘Trial Sales’)” and “judgment on loss-making contracts” came into force on 1 January 2022.The Company implemented Interpretation No. 15 since the date of issuance and the implementation has no

material impact on the financial statements during the reporting period.

(2) The impact of implementing the Interpretation No. 16 of Accounting Standards for Business Enterprises on the

Company

On 13 December 2022 the Ministry of Finance issued the Interpretation No. 16 of Accounting Standards for

Business Enterprises (C.K. [2022] No. 31) (hereinafter referred to as “Interpretation No. 16”). The regulations of“accounting treatment for deferred income tax relating to assets and liabilities arising from a single transactionthat is not subject to the initial recognition exemption” came into force on 1 January 2023 allowing companies to

implement the exemption prior to the year of issuance which has not been implemented by the Company inadvance this year. In addition the contents of “accounting treatment of the income tax effect of financialinstrument related dividend whose issuer is classified as equity instrument” and “accounting treatment ofshare-based payment in cash settlement modified into share-based payment in equity settlement by the enterprise”

came into force on the issuance date.The Company implemented Interpretation No. 16 since the date of issuance and the implementation has no

material impact on the financial statements during the reporting period.

(2) Changes in Accounting Estimates

□ Applicable √ Not applicable

VI. Taxation

1. Main Taxes and Tax Rate

Category of taxes Tax basis Tax rate

VAT Payable to sales revenue 13% 9% 6% 5%

Urban maintenance and Tax paid in accordance with the tax

Taxable turnover amount

construction tax regulations of tax units location

Enterprise income tax Taxable income 25% 15% 2.5%

Education surcharge Taxable turnover amount 5%

Notes of the disclosure situation of the taxpaying bodies with different enterprises income tax rate

Name Income tax rate

Changchai Company Limited 15%

Changchai Wanzhou Diesel Engine Co. Ltd. 15%

Changzhou Changchai Benniu Diesel Engine Fittings Co. Ltd. 25%

Changzhou Horizon Investment Co. Ltd. 25%

Changzhou Changchai Horizon Agricultural Equipment Co. 25%

145Changchai Company Limited Annual Report 2022

Ltd.Changzhou Fuji Changchai Robin Gasoline Engine Co. Ltd. 15%

Jiangsu Changchai Machinery Co. Ltd. 25%

Changzhou Xingsheng Real Estate Management Co. Ltd. 2.5%

Zhenjiang Siyang Diesel Engine Manufacturing Co. Ltd. 15%

2. Tax Preference

On 30 November 2021 the Company obtained the Certificates for High-tech Enterprises again and it still enjoys

15-percent preferential rate for corporate income tax during the Reporting Period; the Company’s controlling

subsidiary-Changchai Wanzhou Diesel Engine Co. Ltd. the controlling subsidiary company shall pay the

corporate income tax at tax rate 15% from 1 January 2011 to 31 December 2030 in accordance with the Notice of

the Ministry of Finance the General Administration of Customs of PRC and the National Administration of

Taxation about the Preferential Tax Policies for the Western Development and Ministry of Finance Announcement

No. 23 [2020] Announcement of the Ministry of Finance the State Administration of Taxation and the National

Development and Reform Commission on Continuing the Enterprise Income Tax Policy for the Great Western

Development. On 2 December 2020 the wholly-owned subsidiary Changzhou Fuji Changchai Robin Gasoline

Engine Co. Ltd. obtained the "High-tech Enterprise Certificate" and enjoyed a 15% preferential corporate income

tax rate during the Reporting Period; The wholly-owned subsidiary Changzhou Xingsheng Real Estate

Management Co. Ltd. is eligible small enterprise with low profits and shall pay the corporate income tax at tax

rate 2.5% for small enterprises with low profits during the Reporting Period; The subsidiary Zhenjiang Siyang

Diesel Engine Manufacturing Co. Ltd. acquired in the year has obtained the "High-tech Enterprise Certificate"

and enjoyed a 15% preferential corporate income 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 251965.06 145594.98

Bank deposits 830914999.19 561746767.12

Other monetary assets 98846386.72 146074316.64

Total 930013350.97 707966678.74

Of which: Total amount deposited

overseas

Total amount of

restriction in use by mortgage 95662384.92 145564457.15

pledge or freeze

At the period-end the restricted monetary assets of the Company was RMB95662384.92 of which

RMB91084933.63 was the cash deposit for bank acceptance bills RMB2993220.00 was cash deposit for L/G

RMB871348.35 was cash deposit for environment and RMB712882.94 was cash deposit for credit.

146Changchai Company Limited Annual Report 2022

2. Trading Financial Assets

Unit: RMB

Item Ending balance Beginning balance

Financial assets at fair value

370103602.57404053261.57

through profit or loss

Of which: Stocks 78739311.00 121940343.76

Financial products 291364291.57 282112917.81

Total 370103602.57 404053261.57

3. Notes Receivable

(1) Notes Receivable Listed by Category

Unit: RMB

Item Ending balance Beginning balance

Bank acceptance bill 297125872.54 334311236.78

Total 297125872.54 334311236.78

If the bad debt provision for notes receivable was withdrawn in accordance with the general model of expected

credit losses information related to bad debt provision shall be disclosed by reference to the disclosure method of

other receivables:

□ Applicable √ Not applicable

(2) Notes Receivable Pledged by the Company at the Period-end: None

(3) 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 176395231.83

Total 176395231.83

(4) There Were No Notes Transferred to Accounts Receivable because Drawer of the Notes Failed to

Execute the Contract or Agreement at the Period-end

4. Accounts Receivable

(1) Accounts Receivable Classified by Category

Unit: RMB

Ending balance Beginning balance

Carrying Bad debt Carrying Bad debt

amount provision amount provision

Carryi

Category Withd Withd Carryin

ng

Amou Propo Amou rawal Amou Propor Amou rawal g value

value

nt rtion nt propo nt tion nt propor

rtion tion

147Changchai Company Limited Annual Report 2022

Accounts

receivable for

517534361738504344054

which bad debt 66.40 87.34 63830

7257.9.91%7361.9896.7453.9.10%367.1

provision % % 86.48

998316635

separately

accrued

Of which:

Accounts

receivable for

470411743529504013526

which bad debt 90.09 24.97 90.90 26.83 368826

11047875322892726680.

provision % % % % 040.00

2.158.543.610.0808

accrued by

group

Of which:

Accounts

receivable for

which bad debt 4704 1174 3529 5040 13526

90.0924.9790.9026.83368826

provision 1104 7875 3228 9272 6680.%%%%040.00

accrued by 2.15 8.54 3.61 0.08 08

credit risk

features group

522115183703554517932

100.029.08100.0032.34375209

Total 6830 4612 2217 3017 1047.

0%%%%126.48

0.140.379.773.7123

Account receivables withdrawn bad debt provision separately with significant amount at the period end:

Unit: RMB

Ending balance

Name Carrying Bad debt Withdrawal

Reason of withdrawal

amount provision proportion

Customer 1 1470110.64 1470110.64 100.00% Difficult to recover

Customer 2 1902326.58 1902326.58 100.00% Difficult to recover

Customer 3 6215662.64 6215662.64 100.00% Difficult to recover

Customer 4 2797123.26 2194980.28 78.47% Expected to difficultly recover

Customer 5 3633081.23 2122165.73 58.41% Expected to difficultly recover

Customer 6 2584805.83 2584805.83 100.00% Difficult to recover

Customer 7 1731493.71 1731493.71 100.00% Difficult to recover

Customer 8 1511937.64 604775.06 40.00% Expected to difficultly recover

Customer 9 3329074.84 720031.71 21.63% Expected to difficultly recover

Customer 10 2025880.18 2025880.18 100.00% Difficult to recover

Customer 11 5972101.90 5972101.90 100.00% Difficult to recover

Customer 12 4592679.05 4592679.05 100.00% Difficult to recover

Total 37766277.50 32137013.31 -- --

Accounts receivable for which bad debt provision accrued by credit risk features group:

148Changchai Company Limited Annual Report 2022

Unit: RMB

Ending balance

Aging

Carrying amount Bad debt provision Withdrawal proportion

Within 1 year 327927427.98 6558548.57 2.00 %

1 to 2 years 25360867.63 1268043.39 5.00 %

2 to 3 years 6764456.55 1014668.48 15.00 %

3 to 4 years 1377872.15 413361.64 30.00 %

4 to 5 years 1890703.46 1134422.08 60.00 %

Over 5 years 107089714.38 107089714.38 100.00 %

Total 470411042.15 117478758.54 --

Notes of the basis of determining the group:

The accounts receivable was adopted the aging analysis based on the months when the accounts incurred actually

among which the accounts incurred earlier will be priority to be settled in terms of the capital turnover.Explanation of the input value and assumption adopted to determine the withdrawal amount of bad debt provision

on the Current Period: With reference to the experience of the historical credit loss combining with the prediction

of the present status and future financial situation the comparison table was prepared between the aging of the

accounts receivable and estimated credit loss rate in the duration and to calculate the estimated credit loss.Please refer to the relevant information of disclosure of bad debt provision of other accounts receivable if

adopting the general mode of expected credit loss to withdraw bad debt provision of accounts receivable.□ Applicable √ Not applicable

Disclosure by aging

Unit: RMB

Aging Carrying amount

Within 1 year (including 1 year) 343017134.79

1 to 2 years 25903580.29

2 to 3 years 6917677.75

Over 3 years 146329907.31

3 to 4 years 3465761.24

4 to 5 years 3840453.02

Over 5 years 139023693.05

Total 522168300.14

(2) Bad Debt Provision Withdrawn Reversed or Recovered in the Reporting Period

Information of bad debt provision withdrawn:

Unit: RMB

Changes in the Reporting Period

Beginning Reversal Transfer of

Category Ending balance

balance Withdrawal or Write-off consolidate

recovery d subsidiary

Bad debt

provision

44054367.15493726.4510180731.7734367361.83

withdrawn

separately

149Changchai Company Limited Annual Report 2022

Bad debt

provision

135266680.082632425.8020769169.67348822.33117478758.54

withdrawn

by group

Total 179321047.23 3126152.25 30949901.44 348822.33 151846120.37

Of which bad debt provision reversed or recovered with significant amount in the Reporting Period: No.

(3) Accounts Receivable with Actual Verification during the Reporting Period

Unit: RMB

Item Verified amount

Accounts receivable with actual verification 30949901.44

Of which the verification of significant accounts receivable:

Unit: RMB

Arising

from

Nature of the Verification

Name of the Verified related-par

accounts Reason for verification procedures

entity amount ty

receivable performed

transactio

ns or not

Customer 1 2837045.23

Customer 2 2790920.00 With accounts Changchai

Customer 3 2589892.74 receivable aging over 5 Wanzhou Diesel

Engine Co. Ltd.Customer 4 2173984.00 years the debtors have

no assets for debt held the 1

st

Customer 5 1962873.80 Extraordinary

Customer 6 Accounts 1635047.54

extinguishment due to General Meeting

Customer 7 receivable for 1444186.14

the counterpart on 20 December Not

Customer 8 goods 1266654.55

company being 2022 and

revoked or cancelled approved theCustomer 9 1209883.25

Customer 10 1128969.12 or debt reorganisation

Proposal on

Verification of

bankruptcy clearing or

Customer 11 1068019.00 Some Accounts

judicial litigation and Receivable.Customer 12 1062062.94 other reasons.Customer 13 1043064.00

Total 22212602.31

(4) Top 5 of the Ending Balance of the Accounts Receivable Collected according to the Arrears Party

Unit: RMB

Name of the Ending balance of Proportion to total ending balance of Ending balance of

entity accounts receivable accounts receivable bad debt provision

Customer 1 182469247.05 34.94% 3649384.94

Customer 2 40330698.62 7.72% 806613.97

Customer 3 20619430.63 3.95% 412388.61

150Changchai Company Limited Annual Report 2022

Customer 4 18538588.59 3.55% 913245.46

Customer 5 15564496.00 2.98% 311289.92

Total 277522460.89 53.14%

5. Accounts Receivable Financing

Unit: RMB

Item Ending balance Beginning balance

Bank acceptance bills 242813392.79 497388826.02

Total 242813392.79 497388826.02

Changes of accounts receivable financing and fair value thereof in the Reporting Period

√ Applicable □ Not applicable

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

financing.□ Applicable √ Not applicable

Other notes:

The Company discounts and endorses a portion of its bank acceptances based on its routine fund management

needs and the conditions for derecognition are met so the bank acceptances are classified as financial assets

measured at fair value whose change is included in other comprehensive income.On 31 December 2022 there was no bank acceptance for which bad debt provision accrued separately in the

Company. The Company measures the provision of bad debt provision on the basis of expected credit losses

throughout the duration. The Company believes that the credit risk characteristics of the bank acceptances it holds

are similar and there was no bank acceptance for which bad debt provision accrued separately. In addition there

was no significant credit risk in the bank acceptance and no significant loss would be caused by bank defaults.

(1) Accounts receivable financing which had endorsed by the Company or had discounted but had not due at the

period-end

Unit: RMB

Amount of recognition Amount of not terminated

Item

termination at the period-end recognition at the period-end

Bank acceptance bill 511689991.87

Total 511689991.87

6. Prepayments

(1) List by Aging Analysis

Unit: RMB

Ending balance Beginning balance

Aging

Amount Proportion Amount Proportion

Within 1 year 5941708.21 93.86% 6706970.55 81.82%

1 to 2 years 289373.60 4.57% 94583.55 1.15%

151Changchai Company Limited Annual Report 2022

2 to 3 years 71654.18 1.13% 362397.67 4.42%

Over 3 years 27466.70 0.44% 1033466.62 12.61%

Total 6330202.69 -- 8197418.39 --

There was no prepayment with significant amount aging over one year as of the period-end.

(2) Top 5 of the Ending Balance of the Prepayments Collected according to the Prepayment Target

At the period-end the total top 5 of the ending balance of the prepayments collected according to the prepayment

target was RMB4798600 accounting for 75.80% of the total ending balance of prepayments.

7. Other Receivables

Unit: RMB

Item Ending balance Beginning balance

Interest receivable

Dividend receivable

Other receivables 32938305.16 19515350.52

Total 32938305.16 19515350.52

(1) Other Receivables

1) Other Receivables Classified by Accounts Nature

Unit: RMB

Nature Ending carrying value Beginning carrying value

Margin and cash pledge 2028096.87 1299600.00

Intercourse funds 48701034.90 35889738.80

Petty cash and borrowings by

742075.761184204.41

employees

Other 13635867.60 13630284.64

Total 65107075.13 52003827.85

2) Withdrawal of Bad Debt Provision

Unit: RMB

First stage Second stage Third stage

Expected loss in Expected loss in

Expected credit

Bad debt provision the duration (credit the duration Total

loss of the next

impairment not (credit impairment

12 months

occurred) occurred)

Balance of 1 January

287609.4526486676.975714190.9132488477.33

2022

Balance of 1 January

2022 in the Current

Period

--Transfer to Second

-871.48871.48

stage

-- Transfer to Third stage -4266.68 -23342513.38 23346780.06

-- Reverse to Second

stage

152Changchai Company Limited Annual Report 2022

-- Reverse to First stage

Transfer of consolidated

3810.003810.00

subsidiary

Withdrawal of the

150404.27150404.27

Current Period

Reversal of the Current

148176.99174638.80322815.79

Period

Write-offs of the Current

Period

Verification of the

63002.9188102.93151105.84

Current Period

Other changes

Balance of 31 December

373682.652908755.1528886332.1732168769.97

2022

Changes of carrying amount with significant amount changed of loss provision in the current period

□ Applicable √ Not applicable

Disclosure by aging

Unit: RMB

Aging Ending balance

Within 1 year (including 1 year) 16050004.29

1 to 2 years 15783825.92

2 to 3 years 1164476.00

Over 3 years 32108768.92

3 to 4 years 420716.17

4 to 5 years 338457.65

Over 5 years 31349595.10

Total 65107075.13

3) Bad Debt Provision Withdrawn Reversed or Recovered in the Reporting Period

Information of withdrawal of bad debt provision:

Unit: RMB

Changes in the Reporting Period

Beginning Transfer of Ending

Category Withdraw Reversal or Write-

balance consolidate balance

al recovery off

d subsidiary

Bad debt

provision for

5714190.91177905.475536285.44

which accrued

separately

153Changchai Company Limited Annual Report 2022

Bad debt

provision for 15110

26774286.425493.953810.0026632484.53

which accrued by 5.84

group

15110

Total 32488477.33 5493.95 177905.47 3810.00 32168769.97

5.84

4) There Were No Particulars of the Actual Verification of Other Receivables during the Reporting Period

Unit: RMB

Item Written-off amount

Other receivables with actual verification 151105.84

Of which the verification of significant other receivables:

Unit: RMB

Whether

occurred

Name of the Natur Written-off Reason for Verification procedures because of

entity e amount verification performed related-part

y

transactions

Customer 1 21472.28 With accounts Approved by the administrative

receivable aging office meeting of Changzhou

Customer 2 41530.63 over 5 years the Changchai Benniu Diesel Engine

counterpart Parts Co. Ltd. a subsidiary.Customer 3 company beingOther 9020.00

Customer 4 interc 8357.60

revoked or

Customer 5 7933.63 cancelled or debt Notourse The Proposal on the Write-off of

Customer 6 7800.00 reorganisationfunds Certain Other Receivables was

bankruptcy

Customer 7 6700.00 approved at the Party Committee

clearing or the

Customer 8 6000.00 and Office Meeting.debtors have no

Customer 9 6000.00 assets for debt

Customer 10 5525.00 extinguishment

Total 120339.14 -- -- --

5) Top 5 of the Ending Balance of Other Receivables Collected according to the Arrears Party

Unit: RMB

Proportion to

total ending Ending

Name of the entity Nature Ending balance Aging balance of balance of bad

other debt provision

receivables %

154Changchai Company Limited Annual Report 2022

Changzhou Compressor Intercourse

2940000.00 Over 5 years 4.52% 2940000.00

Factory funds

Changchai Group Imp. & Intercourse

2853188.02 Over 5 years 4.38% 2853188.02

Exp. Co. Ltd. funds

Changzhou New District Intercourse

1626483.25 Over 5 years 2.50% 1626483.25

Accounting Center funds

Changchai Group Intercourse 1140722.16

1140722.16 Over 5 years 1.75%

Settlement Center funds

Changzhou Huadi

Engineerin

Engineering Guarantee 1065400.00 2-3 years 1.64% 159810.00

g deposit

Co. Ltd.Total 9625793.43 14.78% 8720203.43

8. Inventory

Whether the Company needs to comply with the requirements of real estate industry

No

(1) Category of Inventory

Unit: RMB

Ending balance Beginning balance

Item Carrying Falling price Carrying Carrying Falling price Carrying

amount reserves value amount reserves value

Raw 163954131. 157971844. 148617321. 141356757.

5982286.517260564.47

materials 27 76 85 38

Materials

12299968.912299968.913877280.613877280.6

processed on

8800

commission

Goods in 110883778. 10725860.4 100157918. 119354374. 15534236.3 103820137.process 58 3 15 14 5 79

Finished 322959181. 22755460.8 300203720. 403855588. 13029104.2 390826484.goods 08 0 28 94 6 68

Low priced

and easily 1363429.57 1363429.57 1203097.73 1203097.73

worn articles

611460489.39463607.7571996881.686907663.35823905.0651083758.

Total

4847426818

(2) Falling Price Reserves of Inventory and Impairment Reserves for Contract Performance Costs

Unit: RMB

Item Beginning Increase Decrease Ending balance

155Changchai Company Limited Annual Report 2022

balance Transf

er of

consol Reversal or

Withdrawal Other

idated write-off

subsid

iary

4917

Raw materials 7260564.47 1473329.89 3243314.87 5982286.51

07.02

Goods in

15534236.354808375.9210725860.43

process

Finished goods 13029104.26 13441573.49 3715216.95 22755460.80

4917

Total 35823905.08 14914903.38 11766907.74 39463607.74

07.02

(3) There Was No Capitalized Borrowing Expense in the Ending Balance of Inventories.

9. Other Current Assets

Unit: RMB

Item Ending balance Beginning balance

The VAT tax credits 47682930.23 37806274.29

Prepaid corporate income tax 1505424.80 6143886.15

Prepaid expense 90667.46 110662.13

Total 49279022.49 44060822.57

10. Investments in Debt Obligations

Unit: RMB

Ending balance Beginning balance

Item Carrying Falling price Carrying Carrying Falling price Carrying

amount reserves value amount reserves value

Three-year

39309587.939309587.937898226.337898226.3

fixed term

3399

deposit

39309587.939309587.937898226.337898226.3

Total

3399

Significant investments in debt obligations

Unit: RMB

Ending balance Beginning balance

Actual Actual

Item Par Coupon Maturity Par Coupon Maturity

interest interest

value rate date value rate date

rate rate

Three-year fixed 370000 26 April 370000 26 Apri

3.80%3.72%3.80%

term deposit 00.00 2024 00.00 l 2024

156Changchai Company Limited Annual Report 2022

370000370000

Total —— —— —— —— —— ——

00.0000.00

Changes of carrying amount with significant amount changed of loss provision in the reporting period

□ Applicable √ Not applicable

11. Long-term Equity Investment

Unit: RMB

Increase/decrease

Gain Adjust Endin

Begin Cash Endin

or loss ment Withd g

ning bonus g

recogn of rawal balanc

balanc Additi Reduc Chang or balanc

Invest ized other of e of

e onal ed es in profit e

ees under compr deprec Other deprec

(carryi invest invest other annou (carryi

the ehensi iation iation

ng ment ment equity nced ng

equity ve reserv reserv

value) to value)

metho incom es es

issue

d e

II. Associated enterprises

Beijin

g

Tsingh

ua

Indust

rial 44182

0.000.00

Invest .50

ment

Mana

gemen

t Co.Ltd.Subtot 44182

0.000.00

al .50

44182

Total 0.00 0.00 .50

12. Other Equity Instrument Investment

Unit: RMB

Item Ending balance Beginning balance

Changzhou Synergetic Innovation Private Equity

378929240.08146375646.53

Fund (Limited Partnership)

157Changchai Company Limited Annual Report 2022

Other equity instrument investment measured by

576631000.00633502000.00

fair value

Total 955560240.08 779877646.53

Non-trading equity instrument investment disclosed by category

Unit: RMB

Reason for

Amount of Reason for assigning

other

Accu other to measure by fair

Dividend comprehensi

Accumulative mulat comprehensiv value of which

Item income ve income

gains ive e transferred changes be included to

recognized transferred to

losses to retained other comprehensive

retained

earnings income

earnings

Foton Motor Co. Non-trading equity

364261000.00

Ltd. investment

Non-trading equity

Bank of Jiangsu 9360000.00 127800000.00

investment

Changzhou

Synergetic

Innovation Non-trading equity

278929240.08

Private Equity investment

Fund (Limited

Partnership)

Other notes:

The corporate securities of accommodation business still on lending at the period-end: 350000 shares of Foton

Motor Co. Ltd.

13. Other Non-current Financial Assets

Unit: RMB

Item Ending balance Beginning balance

Jiangsu Horizon New Energy Technology

373500000.00112500000.00

Co. Ltd.Total 373500000.00 112500000.00

14. Investment Property

(1) Investment Property Adopting the Cost Measurement Mode

√ Applicable □ Not applicable

Unit: RMB

Item Houses and buildings Total

I. Original carrying value

1. Beginning balance 93077479.52 93077479.52

158Changchai Company Limited Annual Report 2022

2. Increased amount of the period

(1) Outsourcing

(2) Transfer from inventories/fixed

assets/construction in progress

(3) Enterprise combination increase

3. Decreased amount of the period

(1) Disposal

(2) Other transfer

4. Ending balance 93077479.52 93077479.52

II. Accumulative depreciation and

accumulative amortization

1. Beginning balance 48480224.31 48480224.31

2. Increased amount of the period 2436475.56 2436475.56

(1) Withdrawal or amortization 2436475.56 2436475.56

3. Decreased amount of the period

(1) Disposal

(2) Other transfer

4. Ending balance 50916699.87 50916699.87

III. Depreciation reserves

1. Beginning balance

2. Increased amount of the period

(1) Withdrawal

3. Decreased amount of the period

(1) Disposal

(2) Other transfer

4. Ending balance

IV. Carrying value

1. Ending carrying value 42160779.65 42160779.65

2. Beginning carrying value 44597255.21 44597255.21

15. Fixed Assets

Unit: RMB

Item Ending balance Beginning balance

Fixed assets 720061387.76 402915521.65

Disposal of fixed assets

Total 720061387.76 402915521.65

(1) List of Fixed Assets

Unit: RMB

Houses and Machinery Transportation Other

Item Total

buildings equipment equipment equipment

159Changchai Company Limited Annual Report 2022

I. Original

carrying value

1. Beginning 1012550535.1

457375409.9515509653.3841354837.041526790435.49

balance 2

2. Increased

amount of the 253254929.43 125801337.31 4237121.43 18442087.47 401735475.64

period

(1) Purchase 39329.44 1242576.10 603856.90 2296172.76 4181935.20

(2) Transfer

from

232659718.43117139454.393010897.3215794897.09368604967.23

construction in

progress

(3) Enterprise

combination 20555881.56 7419306.82 622367.21 351017.62 28948573.21

increase

3. Decreased

amount of the 26299.50 19654185.78 614584.34 2771002.52 23066072.14

period

(1) Disposal or

26299.5019654185.78614584.342771002.5223066072.14

scrap

4. Ending 1118697686.6

710604039.8819132190.4757025921.991905459838.99

balance 5

II.Accumulative

depreciation

1. Beginning

309538003.02765592089.0612399386.8235864760.691123394239.59

balance

2. Increased

amount of the 21330936.61 58002318.90 1645043.30 3596006.84 84574305.65

period

(1) Withdrawal 18617538.65 54407073.34 1103512.47 3362056.95 77490181.41

(2) Transfer

from 2713397.96 3595245.56 541530.83 233949.89 7084124.24

combination

3. Decreased

amount of the 23799.50 19648705.40 598206.35 2722626.79 22993338.04

period

(1) Disposal or

23799.5019648705.40598206.352722626.7922993338.04

scrap

4. Ending

330845140.13803945702.5613446223.7736738140.741184975207.20

balance

III.Depreciation

reserves

160Changchai Company Limited Annual Report 2022

1. Beginning

480674.25480674.25

balance

2. Increased

amount of the

period

(1) Withdrawal

3. Decreased

amount of the 57430.22 57430.22

period

(1) Disposal or

57430.2257430.22

scrap

4. Ending

423244.03423244.03

balance

IV. Carrying

value

1. Ending

379758899.75314328740.065685966.7020287781.25720061387.76

carrying value

2. Beginning

147837406.93246477771.813110266.565490076.35402915521.65

carrying value

(2) List of Temporarily Idle Fixed Assets

Unit: RMB

Original Accumulative Depreciation

Item Carrying value Note

carrying value depreciation reserves

Machinery

476507.5053263.47423244.03

equipment

16. Construction in Progress

Unit: RMB

Item Ending balance Beginning balance

Construction in progress 30259647.16 268417880.66

Engineering materials 21900.40 1887810.25

Total 30281547.56 270305690.91

(1) List of Construction in Progress

Unit: RMB

Ending balance Beginning balance

Item Carrying Depreciatio Carrying Carrying Depreciati Carrying

amount n reserves value amount on reserves value

161Changchai Company Limited Annual Report 2022

Expansion

capacity of

multi-cylinde 1097435.90 1097435.90

r (The 2nd

Period)

Innovation

capacity

construction

5443764.335443764.333714601.763714601.76

of

technology

center

Relocation

project of 254748122.4 254748122.4

11155119.7011155119.70

light engine 9 9

and casting

Equipment to

be installed

13660763.1313660763.138857720.518857720.51

and payment

for projects

268417880.6268417880.6

Total 30259647.16 30259647.16

66

(2) Changes in Significant Construction in Progress during the Reporting Period

Unit: RMB

Propo Of

rtion which Capit

of Accu : alizati

accu mulat Amo on

mulat ed unt of rate

Trans Other

Begin Incre Endin ed amou capita of Capit

ferred decre Job

Budg ning ased g invest nt of lized intere al

Item in ased sched

et balan amou balan ment intere intere sts for resou

fixed amou ule

ce nt ce in st sts for the rces

assets nt

constr capita the Repor

uctio lizati Repor ting

ns to on ting Perio

budge Perio d

t d

162Changchai Company Limited Annual Report 2022

Expa

nsion

capac

ity of

multi- 1097 1097

Comp

cylin 435. 435. Self-r

leted aised

der 90 90

(The

2nd

Perio

d)

Innov

ation

capac

ity Self-r

9606 3714 1950 5443 Unco

constr 2217 5.90 aised

6200 601. 929. 764. mplet and

uctio 66.66 %.00 76 23 33 ed raised

n of funds

techn

ology

center

Reloc

ation

proje

Self-r

ct of 4747 2547 1207 3611 3240 1115 Unco aised

light 0600 4827 7506 2821 000. 5119. 79.11 mplet and

engin 0.00 2.15 5.42 7.87 00 70 % ed raised

funds

e and

castin

g

570725951227362432401659

Total 7220 6030 2599 4742 000. 8884 -- -- --

0.009.814.650.4300.03

(3) Engineering Materials

Unit: RMB

Ending balance Beginning balance

Depreciati

Item Carrying Carrying Carrying Depreciation Carrying

on

amount value amount reserves value

reserves

Engineerin

21900.4021900.401887810.251887810.25

g materials

Total 21900.40 21900.40 1887810.25 1887810.25

163Changchai Company Limited Annual Report 2022

17. Intangible Assets

(1) List of Intangible Assets

Unit: RMB

Trademark use

Item Land use right Software License fee Total

right

I. Original carrying

value

1. Beginning balance 206783546.68 15736719.66 5488000.00 1650973.47 229659239.81

2. Increased amount of

the period 7404229.03 2110482.48 50000.00 9564711.51

(1) Purchase 1933758.50 1933758.50

(2) Internal R&D

(3) Business

combination increase 7404229.03 176723.98 50000.00 7630953.01

3. Decreased amount of

the period

(1) Disposal

4. Ending balance 214187775.71 17847202.14 5538000.00 1650973.47 239223951.32

II. Accumulated

amortization

1. Beginning balance 58805643.96 12856960.12 2652533.14 189356.68 74504493.90

2. Increased amount of

the period 5026881.78 1539099.16 594217.03 167041.92 7327239.89

(1) Withdrawal 4298126.15 1426192.17 551717.03 167041.92 6443077.27

(2) Combination

increase 728755.63 112906.99 42500.00 884162.62

3. Decreased amount of

the period

(1) Disposal

4. Ending balance 63832525.74 14396059.28 3246750.17 356398.60 81831733.79

III. Depreciation

reserves

1. Beginning balance

2. Increased amount of

the period

(1) Withdrawal

3. Decreased amount of

the period

(1) Disposal

4. Ending balance

IV. Carrying value

164Changchai Company Limited Annual Report 2022

1. Ending carrying

value 150355249.97 3451142.87 2291249.83 1294574.87 157392217.54

2. Beginning carrying

value 147977902.72 2879759.54 2835466.86 1461616.79 155154745.91

18. Long-term Prepaid Expenses

Beginning Amortized

Item Increase Decrease Ending balance

balance amount

Trademark

110345.30105518.0313893.01201970.32

renewal fee

External power

line access 3240000.00 162000.00 3078000.00

project

Total 110345.30 3345518.03 175893.01 3279970.32

19. Deferred Income Tax Assets/Deferred Income Tax Liabilities

(1) Deferred Income Tax Assets that Had not Been Off-set

Unit: RMB

Ending balance Beginning balance

Deductible Deductible

Item Deferred income Deferred income

temporary temporary

tax assets tax assets

difference difference

Bad debt provision 6853948.19 1048165.04 7196880.38 1087755.38

Deductible loss 149230051.55 24713867.00 59064221.02 9085419.14

Inventory falling

2633715.26395057.292990223.81448533.57

price reserves

Impairment of fixed

423244.0363486.60480674.2572101.14

assets

Total 159140959.03 26220575.93 69731999.46 10693809.23

(2) 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

5677718.36851657.753643147.16546472.07

combination not

under the same

control

165Changchai Company Limited Annual Report 2022

Changes of fair

1039472114.80160508593.58720658981.89116797689.04

value

Total 1045149833.16 161360251.33 724302129.05 117344161.11

(3) List of Unrecognized Deferred Income Tax Assets

Unit: RMB

Item Ending balance Beginning balance

Bad debt provision 177160942.15 204612644.18

Falling price reserves of

36829892.4832833681.27

inventories

Deductible loss 22257409.96 14716019.78

Total 236248244.59 252162345.23

(4) Deductible Losses of Unrecognized Deferred Income Tax Assets will Due in the Following Years

Years Ending amount Beginning amount Note

2022434000.66

20231146746.13940673.56

20243605384.256538363.99

20255250820.812279179.37

20267372277.944523802.20

20274882180.83

Total 22257409.96 14716019.78 --

20. Other Non-current Assets

Unit: RMB

Ending balance Beginning balance

Depreciati Depreciati

Item Carrying Carrying

on Carrying value on Carrying value

amount amount

reserves reserves

Advances

payment of 670735.93 670735.93 4543240.88 4543240.88

equipments

Total 670735.93 670735.93 4543240.88 4543240.88

21. Short-term Borrowings

(1) Category of Short-term Borrowings

Unit: RMB

Item Ending balance Beginning balance

Mortgage loans 7000000.00 7000000.00

Guaranteed loans 5000000.00

Obligation to pay bills discounted

108437700.6561971466.65

before maturity

166Changchai Company Limited Annual Report 2022

Total 115437700.65 73971466.65

(2) There Was No Short-term Borrowings Overdue but Unpaid.

22. Notes Payable

Unit: RMB

Category Ending balance Beginning balance

Bank acceptance bill 471876397.72 550774400.00

Total 471876397.72 550774400.00

At the end of the current period there were no notes payable due and not paid.

23. Accounts Payable

(1) List of Accounts Payable

Unit: RMB

Item Ending balance Beginning balance

Payment for goods 747010098.88 666186668.82

Total 747010098.88 666186668.82

(2) Significant Accounts Payable Aging over One Year

Item Ending balance Unpaid/ Un-carry-over reason

Supplier terminates cooperation

Payment for goods 53297351.52

pending payment

Payment for equipment 40637976.87 Equipment warranty

Total 93935328.39

24. Advances from Customers

Unit: RMB

Item Ending balance Beginning balance

Advance payment of house rent 837425.55 660965.62

Total 837425.55 660965.62

There were no significant advances from customers aging over one year at the end of the period.

25. Contract Liabilities

Unit: RMB

Item Ending balance Beginning balance

Contract liabilities 32843692.83 26864081.97

Total 32843692.83 26864081.97

There were no significant contract liabilities aging over one year at the end of the period.

167Changchai Company Limited Annual Report 2022

26. Payroll Payable

(1) List of Payroll Payable

Unit: RMB

Beginning

Item Increase Decrease Ending balance

balance

I. Short-term salary 45385667.48 279381408.55 275616053.56 49151022.47

II.Post-employment

benefit-defined 37243881.82 37243881.82

contribution plans

III. Termination

459903.90259903.90200000.00

benefits

IV. Current portion of

other benefits

Total 45385667.48 317085194.27 313119839.28 49351022.47

(2) List of Short-term Salary

Unit: RMB

Beginning

Item Increase Decrease Ending balance

balance

1. Salary bonus

37375772.77229118091.49225610345.4940883518.77

allowance subsidy

2.Employee welfare 1592.74 3138764.51 3138764.51 1592.74

3. Social insurance 21460410.40 21460410.40

Of which: Medical

17834836.4417834836.44

insurance premiums

Work-related injury

2049942.682049942.68

insurance

Maternity insurance 1575631.28 1575631.28

4. Housing fund 21244377.54 21244377.54

5.Labor union budget

and employee education 8008301.97 4419764.61 4162155.62 8265910.96

budget

6. Short-term absence

with salary

7. Short-term profit

sharing scheme

Total 45385667.48 279381408.55 275616053.56 49151022.47

(3) List of Defined Contribution Plans

Unit: RMB

Beginning

Item Increase Decrease Ending balance

balance

168Changchai Company Limited Annual Report 2022

1. Basic pension

36127234.7036127234.70

benefits

2. Unemployment

1116647.121116647.12

insurance

3. Enterprise annuities

Total 37243881.82 37243881.82

27. Taxes Payable

Unit: RMB

Item Ending balance Beginning balance

VAT 2240512.82 372401.11

Corporate income tax 1272876.86 470363.07

Personal income tax 68629.73 76559.47

Urban maintenance and

1151395.75957520.42

construction tax

Property tax 1172973.71 1160865.33

Land use tax 1041594.39 1026217.69

Stamp duty 286018.61 44759.84

Education Surcharge 229345.14 90862.46

Comprehensive fees 1075134.76 1075134.76

Environmental protection tax 31693.62 31694.67

Total 8570175.39 5306378.82

28. Other Payables

Unit: RMB

Item Ending balance Beginning balance

Interest payable

Dividends payable 3891433.83 3891433.83

Other payables 156155449.10 144469939.46

Total 160046882.93 148361373.29

(1) Dividends Payable

Unit: RMB

Item Ending balance Beginning balance

Ordinary share dividends 3243179.97 3243179.97

Interest of preferred shares/

perpetual bond classified as equity

instrument

Dividends for non-controlling

648253.86648253.86

shareholders

169Changchai Company Limited Annual Report 2022

Other

Total 3891433.83 3891433.83

The reason for non-payment for over one year: Not gotten by shareholders yet.

(2) Other Payables

1) Other Payables Listed by Nature of Account

Unit: RMB

Item Ending balance Beginning balance

Margin & cash pledged 4293474.88 5045246.58

Intercourse funds among units 7831477.01 8364769.41

Intercourse funds among

397761.04402661.04

individuals

Sales discount and three

126787544.75114581855.32

guarantees

Other 16845191.42 16075407.11

Total 156155449.10 144469939.46

2) Significant Other Payables Aging over One Year

The significant other payables aging over one year at the period-end mainly referred to the unsettled temporary

credits and charges owned.

29. Other Current Liabilities

Unit: RMB

Item Ending balance Beginning balance

Sale service fee 806555.29 460437.94

Transportation storage fee 597090.12 870397.06

Electric charge 1467332.18 3131920.88

Tax to be transferred 2821340.54 2250515.65

Estimated share value added tax 1909715.09 3989913.45

Obligation to pay bills transferred

66395231.8372391302.15

before maturity

Other withholding expenses 4648476.11 5843705.66

Total 78645741.16 88938192.79

30. Deferred Income

Unit: RMB

Beginning Reason for

Item Increase Decrease Ending balance

balance formation

Government Government

39615355.403409729.4636205625.94

grants appropriation

Total 39615355.40 3409729.46 36205625.94 --

Item involving government grants:

Unit: RMB

170Changchai Company Limited Annual Report 2022

Amount

recorded Amount

Amou into recorded Amount Related

Beginni nt of non-oper into other offset Other Ending to

Item ng new ating income in cost in the chan balanc assets/re

balance subsid income in the Reporting ges e lated

y the Reporting Period income

Reporting Period

Period

National major

project special

allocations- Flexible 13040 1519266. 11521 Related

processing production 367.00 00 101.00 to assets

line for cylinders of

diesel engines

17847

18513 665973.6 Related

Remove 790.3

763.98 2 to assets

compensation 6

Research and

development and

industrialization

allocations of national 80612 1224489. 6836 Related

III/IV standard 24.42 84 734.58 to assets

high-powered

efficient diesel engine

for agricultural use

31. Share Capital

Unit: RMB

Increase/decrease (+/-)

Beginning Bonus Ending

New shares Bonus

balance issue from Other Subtotal balance

issued shares

profit

The sum of 70569250 70569250

shares 7.00 7.00

32. Capital Reserves

Unit: RMB

Item Beginning balance Increase Decrease Ending balance

Capital premium

620338243.21620338243.21

(premium on stock)

Other capital reserves 20337975.19 -542255.39 19795719.80

Total 640676218.40 -542255.39 640133963.01

171Changchai Company Limited Annual Report 2022

Other notes including changes and reasons thereof:

Increase for the current period: The original shareholding ratio of the parent company to the subsidiary companyChangzhou Changchai Horizon Agricultural Equipment Co. Ltd. (hereinafter referred to as “Horizon AgriculturalEquipment”) is 95%. The original minority shareholders of Horizon Agricultural Equipment transferred their 5%

shares to the parent company for free this year and was included in long-term equity investment and capital

surplus as 5% of the opening net assets of Horizon Agricultural Equipment.

33. Other Comprehensive Income

Unit: RMB

Reporting Period

Less:

Record

Less: ed in

Recorded other

in other compre

comprehe hensiv Attribu

nsive e table to Attribu

Income

income in income owners table to

before Less: Endin

Beginni prior in prior of the non-co

taxatio Income g

Item ng period period Compa ntrollin

n in the tax balan

balance and and ny as g

Curren expens ce

transferre transfe the interest

t e

d in rred in parent s after

Period

profit or retaine after tax

loss in d tax

the earning

Current s in the

Period Curren

t

Period

I. Other comprehensive 17568 14933 6553

50601126352

income that will not be 2593.5 0204.5 4170

499.55389.03

reclassified to profit or loss 5 2 4.07

Of which: Changes caused

by re-measurements on

defined benefit pension

schemes

Share of other

comprehensive income of

investees that will not be

reclassified to profit or loss

under equity method

172Changchai Company Limited Annual Report 2022

Changes in fair value of 17568 14933 6553

50601126352

other equity instrument 2593.5 0204.5 4170

499.55389.03

investment 5 2 4.07

Changes in fair value of

corporate credit risk

II. Other comprehensive

income that may

subsequently be

reclassified to profit or loss

Of which: Share of other

comprehensive income of

investees that will be

reclassified to profit or loss

under equity method

Changes in fair value of

investment in other debt

obligations

Amount of financial assets

reclassified to other

comprehensive income

Credit depreciation

reserves of investment in

other debt obligations

Reserves for cash flow

hedges

Differences arising from

translation of foreign

currency-denominated

financial statements

17568149336553

Total of other 506011 26352

2593.50204.54170

comprehensive income 499.55 389.03

524.07

34. Specific Reserve

Unit: RMB

Item Beginning balance Increase Decrease Ending balance

Safety production

18812950.044877232.124841325.4118848856.75

cost

Total 18812950.04 4877232.12 4841325.41 18848856.75

173Changchai Company Limited Annual Report 2022

35. Surplus Reserves

Unit: RMB

Item Beginning balance Increase Decrease Ending balance

Statutory surplus

320987630.5615053237.26336040867.82

reserves

Discretional surplus

13156857.9013156857.90

reserves

Total 334144488.46 15053237.26 349197725.72

36. Retained Earnings

Unit: RMB

Item Reporting Period Same period of last year

Beginning balance of retained earnings before

872212354.88777899079.66

adjustments

Total retained earnings at the beginning of the

adjustment period (“+” means up “-” means

down)

Beginning balance of retained earnings after

872212354.88777899079.66

adjustments

Add: Net profit attributable to owners of the

76684796.91103006232.54

Company as the parent

Less: Withdrawal of statutory surplus reserves 15053237.26 8692957.32

Withdrawal of discretional surplus

reserves

Withdrawal of general reserve

Dividend of ordinary shares payable 18348005.18

Dividends of ordinary shares transferred as

share capital

Ending retained earnings 915495909.35 872212354.88

List of adjustment of beginning retained earnings:

(1) RMB0.00 beginning retained earnings was affected by retrospective adjustment conducted according to the

Accounting Standards for Business Enterprises and relevant new regulations.

(2) RMB0.00 beginning retained earnings was affected by changes in accounting policies.

(3) RMB0.00 beginning retained earnings was affected by correction of significant accounting errors.

(4) RMB0.00 beginning retained earnings was affected by changes in combination scope arising from same

control.

(5) RMB0.00 beginning retained earnings was affected totally by other adjustments.

37. Operating Revenue and Cost of Sales

Unit: RMB

Item Reporting Period Same period of last year

174Changchai Company Limited Annual Report 2022

Operating revenue Cost of sales Operating revenue Cost of sales

Main operations 2145567983.95 1924209350.48 2404119747.06 2051932677.42

Other operations 36475111.66 24467686.04 48310768.54 32739084.66

Total 2182043095.61 1948677036.52 2452430515.60 2084671762.08

Whether the lower of the audited net profit before and after deduction of non-recurring gains and losses is

negative

√ Yes □ No

Unit: RMB

Item 2022 Specific deduction 2021 Specific deduction

The main business The main business

of the Company is of the Company is

Operating revenue 2182043095.61 the production and 2452430515.60 the production andsales of diesel sales of diesel

engines and engines and

gasoline engines gasoline engines

Total operating Other business Other business

income with 36475111.66 income other than 48310768.54 income other than

deduction main operations main operations

The proportion of

total operating income

with deduction in 1.67% 1.97%

operating revenue

I. Business income not

related to the main

business

1. Other business

income outside

normal business. E.g.income from the lease

of fixed assets

intangible assets

packaging materials

sales materials

non-monetary asset Income from sales Income from sales

exchange with 36475111.66 of materialshousing rental 48310768.54

of materials

materials and housing rental

operation of entrusted fees property and fees property and

management business utility charges utility charges

and income that is

included in the

income from primary

business but is outside

the normal business of

the listed company.Income from sales Income from sales

Subtotal of business of materials of materials

income not related to 36475111.66 housing rental 48310768.54 housing rental

the main business fees property and fees property and

utility charges utility charges

II. Income without

commercial substance

Subtotal of income 0.00 None 0.00 None

175Changchai Company Limited Annual Report 2022

without commercial

substance

III. Other income not

related to the main

business or without 0.00 None 0.00 None

commercial substance

Diesel engines Diesel engines

Operating revenue 2145567983.95 gasoline enginesafter deduction and fittings 2404119747.06

gasoline engines

and fittings

business business

Relevant information of revenue:

Unit: RMB

Category of contracts Total

Product Types

Of which:

Single-cylinder diesel engines 814545044.55

Multi-cylinder diesel engines 1055889184.19

Other products 212223234.20

Fittings 62910521.01

Classified by business area

Of which:

Sales in domestic market 1821370757.82

Export sales 324197226.13

Total 2145567983.95

Information related to performance obligations: none

38. Taxes and Surtaxes

Unit: RMB

Item Reporting Period Same period of last year

Urban maintenance and

2905289.191472605.59

construction tax

Education surcharge 2073990.11 1051826.51

Property tax 6312819.28 6157554.67

Land use tax 4474736.13 5226882.22

Vehicle and vessel use tax 3092.64 2875.00

Stamp duty 898751.20 969210.59

Environment tax 293572.90 204133.44

Other 10944.81 40860.94

Total 16973196.26 15125948.96

176Changchai Company Limited Annual Report 2022

39. Selling Expense

Unit: RMB

Item Reporting Period Same period of last year

Employee benefits 41414480.36 42968060.55

Office expenses 9191582.99 11247378.94

Sales promotional expense 1435536.25

Three guarantees 50709187.02 60722393.46

Transport charge 320853.84

Other 1314973.34 548067.28

Total 102630223.71 117242290.32

40. Administrative Expense

Unit: RMB

Item Reporting Period Same period of last year

Employee benefits 62242258.03 51646790.82

Office expenses 9510389.69 9359397.93

Depreciation and amortization 16116539.74 9925872.31

Safety expenses 4877232.12 4023200.24

Repair charge 1736442.58 1985784.26

Inventory scrap and inventory loss

-333858.145218542.74

(profit)

Other 25362185.70 16730695.92

Total 119511189.72 98890284.22

41. Development Costs

Unit: RMB

Item Reporting Period Same period of last year

Direct input expense 43996939.37 49871973.96

Employee benefits 24608063.95 21059641.45

Depreciation and amortization 4570577.95 4240194.24

Design costs 250000.00

Entrusted development charges 6509898.89 5521861.13

Other 1554116.90 1446613.36

Total 81239597.06 82390284.14

42. Finance Costs

Unit: RMB

Item Reporting Period Same period of last year

177Changchai Company Limited Annual Report 2022

Interest expense 1993453.71 5907625.42

Less: Interest income 12804077.19 7921535.62

Net foreign exchange gains or

-10929750.573969634.63

losses

Other 150669.42 -752108.63

Total -21589704.63 1203615.80

43. Other Income

Unit: RMB

Sources Reporting Period Same period of last year

Government grants directly

recorded into the current profit or 3749273.00 4234711.29

loss

Government grants related to

3409729.462364382.20

deferred income

Others 25025.59 34238.89

44. Investment Income

Unit: RMB

Item Reporting Period Same period of last year

Long-term equity investment income accounted by

equity method

Investment income from disposal of long-term

equity investment

Investment income from holding of trading

financial assets

Investment income from disposal of trading

12262.47450637.63

financial assets

Dividend income from holding of other equity

9360000.007394400.00

instrument investment

Income from re-measurement of residual stock

rights at fair value after losing control power

Interest income from holding of investment in debt

1411361.54

obligations

Interest income from holding of investment in

other debt obligations

Investment income from disposal of investment in

other debt obligations

Income from debt reorganization

178Changchai Company Limited Annual Report 2022

Investment income from disposal of other

-221711.92

non-current financial assets

Dividend income from holding of held-for-trading

296740.00189085.80

financial assets

Income from refinancing operations 136003.96 1028964.68

Investment income from financial products 5995552.35 2292008.67

Forward income from foreign exchange settlement 63235.00

Accounts receivable financing-discount interest of

-9242453.13-1869322.91

bank acceptance bills

Total 7969467.19 9327296.95

45. Gain on Changes in Fair Value

Unit: RMB

Sources Reporting Period Same period of last year

Held-for-trading financial assets -40756542.83 70820498.36

Other non-current financial assets 186000000.00 33750000.00

Total 145243457.17 104570498.36

46. Credit Impairment Loss

Unit: RMB

Item Reporting Period Same period of last year

Bad debt loss of other receivables 172411.52 -562856.87

Bad debt loss of accounts

-3126152.25-51454294.95

receivable

Total -2953740.73 -52017151.82

47. Asset Impairment Loss

Unit: RMB

Item Reporting Period Same period of last year

I. Bad debt loss

II. Loss on inventory valuation and contract

-14367197.27-8676024.20

performance cost

III. Impairment loss on long-term equity

investment

IV. Impairment loss on investment property

V. Impairment loss on fixed assets

VI. Impairment loss on engineering materials

VII. Impairment loss on construction in progress

VIII. Impairment loss on productive living assets

IX. Impairment loss on oil and gas assets

179Changchai Company Limited Annual Report 2022

X. Impairment loss on intangible assets

XI. Impairment loss on goodwill

XII. Other

Total -14367197.27 -8676024.20

48. Asset Disposal Income

Unit: RMB

Sources Reporting Period Same period of last year

Disposal income of fixed assets 393161.73 155515.49

49. Non-operating Income

Unit: RMB

Amount recorded in the

Item Reporting Period Same period of last year current non-recurring

profit or loss

Income from scrap of

236284.295825.24236284.29

fixed assets

Income from scrap of

2089369.81

construction in progress

Income from penalty 93140.00 398143.00 93140.00

Accounts not required to

1714502.081429558.711714502.08

be paid

Negative goodwill

generated from

1904132.581904132.58

combination not under

the same control

Other 309883.70 115000.00 309883.70

Total 4257942.65 4037896.76 4257942.65

50. Non-operating Expense

Unit: RMB

Amount recorded in the

Item Reporting Period Same period of last year current non-recurring

profit or loss

Retirement loss of

148926.1122405.72148926.11

non-current assets

Compensation for quality 208884.78 507265.91 208884.78

Donation 168300.00 168300.00

Other 92352.67 1107361.42 92352.67

Total 618463.56 1637033.05 618463.56

180Changchai Company Limited Annual Report 2022

51. Income Tax Expense

(1) List of Income Tax Expense

Unit: RMB

Item Reporting Period Same period of last year

Current income tax expense 1267934.70 443034.91

Deferred income tax expense 1930017.97 15999671.86

Adjustment of income tax of prior

-733872.93-4073920.19

years

Total 2464079.74 12368786.58

(2) Adjustment Process of Accounting Profit and Income Tax Expense

Unit: RMB

Item Reporting Period

Profit before taxation 81710212.20

Current income tax expense accounted at statutory/applicable tax rate 12256531.82

Influence of applying different tax rates by subsidiaries -7278933.33

Influence of income tax before adjustment -733872.93

Influence of non-taxable income -1430654.07

Influence of non-deductable costs expenses and losses 3725995.40

Influence of deductable losses of unrecognized deferred income tax at the

172794.49

beginning of the Reporting Period

Influence of deductable temporary difference or deductable losses of

4019365.61

unrecognized deferred income tax assets in the Reporting Period

Tax preference from eligible expenditures -8267147.25

Income tax expense 2464079.74

52. Other Comprehensive Income

See Note 33 for details.

53. Cash Flow Statement

(1) Cash Generated from Other Operating Activities

Unit: RMB

Item Reporting Period Same period of last year

Subsidy and appropriation 3751451.59 4240292.03

Other intercourses in cash 4962530.66 6603764.28

Interest income 12804077.19 7921535.62

Other 1472234.00 3871134.26

Total 22990293.44 22636726.19

(2) Cash Used in Other Operating Activities

Unit: RMB

Item Reporting Period Same period of last year

181Changchai Company Limited Annual Report 2022

Selling and administrative expense

89311871.19101602750.69

paid in cash

Handling charges 1212912.33 1220112.47

Other 16260652.67 15807386.22

Other transactions 1405188.05 23381748.58

Total 108190624.24 142011997.96

(3) Cash Generated from Other Investing Activities

Unit: RMB

Item Reporting Period Same period of last year

Cash and cash equivalents from

11400123.61

combination of subsidiary

Total 11400123.61

(4) Cash Used in Other Investing Activities

Unit: RMB

Item Reporting Period Same period of last year

Accounts receivable financing-discount

1869322.91

interest from bank acceptance bills

Total 1869322.91

(5) Cash Generated from Other Financial Activities

Unit: RMB

Item Reporting Period Same period of last year

Discount of bank acceptance bills with

128437700.6558971466.65

low credit rating

Total 128437700.65 58971466.65

(6) Cash Used in Other Financial Activities

Unit: RMB

Item Reporting Period Same period of last year

Intermediary agency fees for private

10849056.61

placement

Discount of bank acceptance bills

83623545.073772107.02

with low credit rating

Total 83623545.07 14621163.63

54. 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 79246132.46 102931874.37

182Changchai Company Limited Annual Report 2022

Add: Provision for impairment of assets 17320938.00 60693176.02

Depreciation of fixed assets of oil and gas assets of

79926656.9776128177.44

productive living assets

Depreciation of right-of-use assets

Amortization of intangible assets 5824591.44 4711649.34

Amortization of long-term deferred expenses 175893.01 17605.33

Losses on disposal of fixed assets intangible assets and other

-393161.73-155515.49

long-term assets (gains by “-”)

Losses on the scrapping of fixed assets (gains by “-”) -87358.18 -2072789.33

Losses on the changes in fair value (gains by “-”) -145243457.17 -104570498.36

Financial expenses (gains by “-”) 2146237.77 8122828.51

Investment losses (gains by “-”) -17211920.32 -9327296.95

Decrease in deferred income tax assets (increase by “-”) -15400115.80 -6461936.08

Increase in deferred income tax liabilities (decrease by “-”) 17330133.77 22461607.94

Decrease in inventory (increase by “-”) 89813152.96 -53079441.83

Decrease in accounts receivable from operating activities

-33140187.50-286670314.47

(increase by “-”)

Increase in payables from operating activities (decrease by

286526874.74-79052905.74

“-”)

Other -1904132.58

Net cash flows generated from operating activities 364930277.84 -266323779.30

2. Investing and financing activities that do not involving cash

receipts and payment:

Debt transferred as capital

Convertible corporate bond due within one year

Fixed assets from financing lease

3. Net increase in cash and cash equivalents

Ending balance of cash 810350966.05 562402221.59

Less: Beginning balance of cash 562402221.59 629939540.50

Add: Ending balance of cash equivalents

Less: Beginning balance of cash equivalents

Net increase in cash and cash equivalents 247948744.46 -67537318.91

(2) Cash and Cash Equivalents

Unit: RMB

Item Ending balance Beginning balance

I. Cash 810350966.05 562402221.59

Including: Cash on hand 251965.06 145594.98

Bank deposit on demand 806914999.19 561746767.12

Other monetary assets on demand 3184001.80 509859.49

Accounts deposited in the central bank

available for payment

Deposits in other banks

183Changchai Company Limited Annual Report 2022

Accounts of interbank

II. Cash equivalents

Of which: Bond investment expired within

three months

III. Ending balance of cash and cash

810350966.05562402221.59

equivalents

Of which: Cash and cash equivalents with

restriction in use for the Company as the

parent or subsidiaries of the Group

55. Assets with Restricted Ownership or Right to Use

Unit: RMB

Item Ending carrying value Reason for restriction

As cash deposit for bank acceptance bill

Monetary assets 95662384.92

and for environment

Houses and buildings 1530890.90 Mortgaged for borrowings from banks

Land use right 879275.35 Mortgaged for borrowings from banks

Machinery equipment 31222420.22 Mortgaged for borrowings from banks

Obligation to pay bills discounted

110000000.00

before maturity

Obligation to pay bills transferred

before maturity 66395231.83

Total 305690203.22

56. Foreign Currency Monetary Items

(1) Foreign Currency Monetary Items

Unit: RMB

Ending foreign currency Ending balance

Item Exchange rate

balance converted to RMB

Monetary assets -- --

Of which: USD 13543608.99 6.9646 94325820.43

HKD 320344.50 0.8933 286163.74

Accounts receivable

Of which: USD 8596374.27 6.9646 59870308.38

GBP -67212.27 8.3941 -564186.52

Accounts payable

Of which: USD 302.60 6.9646 2107.49

Contract liabilities

Of which: USD 635740.16 6.9646 4427675.94

EUR 117145.84 7.4229 869561.86

184Changchai Company Limited Annual Report 2022

(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

57. Government Grants

(1) Basic Information on Government Grants

Unit: RMB

Amount recorded in

Category Amount Listed items the current profit or

loss

Subsidies for stabilizing and increasing job

positions and retaining workers 2396713.00 Other income 2396713.00

Special funds for business development 102800.00 Other income 102800.00

Membership dues return 4760.00 Other income 4760.00

Municipal special funds for environmental

protection 10000.00 Other income 10000.00

2021 Enterprise Technical Innovation Award 50000.00 Other income 50000.00

Financial Assistance to the 19th Batch of

Technology Plans in Changzhou in 2021 200000.00 Other income 200000.00

The 9th Batch of Special Funds for Talents in

2022 50000.00 Other income 50000.00

Support Funds for Agricultural Machinery

Guild in Zhonglou Distrcit of Changzhou in 250000.00 Other income 250000.00

2022

Incentives and subsidies for earlier phase-out

and scrapping of high-emission old cars in 59800.00 Other income 59800.00

Changzhou

Financial Assistance to the 2rd Batch of

Technology Plans in Chanzhou 110000.00 Other income 110000.00

The 25th Batch of Special Funds for Talents in

2022 120000.00 Other income 120000.00

Industrial development funds 1500.00 Other income 1500.00

Incentives for R&D spending on No. 208 47000.00 Other income 47000.00

185Changchai Company Limited Annual Report 2022

Incentives for provincial technology transfer

acceptor 27700.00 Other income 27700.00

Employment and apprenticeship subsidies 11000.00 Other income 11000.00

Subsidies for high-quality invention 2000.00 Other income 2000.00

Tax Contribution Award 30000.00 Other income 30000.00

Subsidies for work-based training 45000.00 Other income 45000.00

Innovation-driven incentives 31000.00 Other income 31000.00

Re-affirm and declare incentives for high and

new tech enterprises 200000.00 Other income 200000.00

Demolition compensation (replacing Zou

Village with Hehai Road) 13344397.90 Deferred income 267333.48

Demolition compensation - main workshops

in the base in Hehai Road 11864289.02 Deferred income 398640.14

The national major special project - the

flexible processing production line for diesel 13800000.00 Deferred income 1519266.00

engine cylinder blocks

National III/IV Appropriation for the research

and development and industrialization of

standard high-horsepower high-efficiency 10000000.00 Deferred income 1224489.84

agricultural diesel engine

Return of Government Grants

□ Applicable √ Not applicable

VIII. Changes of Consolidation Scope

1. Business Combination Not under the Same Control

(1) Business Combination Not under the Same Control in the Reporting Period

Unit: RMB

Income Net

of profits of

Recogniti

Time and acquiree acquiree

Cost of Proportio Way to on basis

Name of place of Purchase from the from the

gaining n of gain the of

acquiree gaining date purchase purchase

the equity equity equity purchase

the equity date to date to

date

period-en period-en

d d

186Changchai Company Limited Annual Report 2022

On 16

May

2022 the

Board of

Directors

of

Zhenjiang

Siyang

was

reorganiz

ed and its

Articles

of

Associati

on were

amended

after

Zhenjiang which

Siyang directors

Diesel 23 appointed 3544098 4824237

Engine February 33520800.00 41.50%

Acquisiti 31 May by

Manufact 2022 on in cash 2022 Changcha

3.37.05

uring Co. i

Ltd. Companyare in the

majority.In May

2022

Changcha

i

appointed

managers

to

participat

e in the

productio

n and

operation

managem

ent of

Zhenjiang

Siyang.

(2) Combination Cost and Goodwill

Unit: RMB

Combination cost

--Cash 33520800.00

--Fair value of non-cash assets

--Fair value of debts issued or undertaken

--Fair value of equity securities issued

--Fair value of contingent consideration

--Fair value of equities held before the purchase date on the purchase date

--Other

Total combination cost 33520800.00

Less: fair value of identifiable net assets acquired 35424932.58

187Changchai Company Limited Annual Report 2022

The amount of goodwill/combined cost less than the fair value share of

-1904132.58

identifiable net assets obtained

Note to determination method of the fair value of the combination cost consideration and changes:

Combination cost: According to the Confirmation of Transaction on the Transfer of 41.5% Equity Interest

(Corresponding to Capital Contribution of RMB830000) in Zhenjiang Siyang Diesel Engine Manufacturing Co.

Ltd. issued by Jiangsu Property Rights Exchange Co. Ltd. on 12 January 2022 the transaction price is

RMB33520800.00 and Changchai Company Limited paid a one-time payment of RMB33520800.00 on 23

February 2022.Determination method of fair value: Zhenjiang Siyang's base date of assets evaluation is 31 March 2021. The

evaluated value of assets of Zhenjiang Siyang on 31 March 2021 is used as the fair value. The fair value of

Zhenjiang Siyang continuously measured from 31 May 2022 is calculated which is multiplied by the

shareholding ratio of Changchai Company Limited to obtain the fair value share of the identifiable net assets

obtained by Changchai Company Limited.The main reasons for the formation of large-value goodwill: Not applicable

(3) The Identifiable Assets and Liabilities of Acquiree on Purchase Date

Unit: RMB

Zhenjiang Siyang Diesel Engine Manufacturing Co. Ltd.Fair value on purchase date Carrying value on purchase date

Assets: 99167047.96 96946440.05

Monetary assets 19400123.61 19400123.61

Accounts receivable 24790090.34 24790090.34

Inventories 25093473.79 25096648.68

Fixed assets 21864448.97 21427812.03

Intangible assets 6746790.39 4959644.53

Other current assets 697629.25 697629.25

Construction in progress 447840.71 447840.71

Deferred income tax assets 126650.90 126650.90

Liabilities: 13805764.63 13472197.21

Borrowings

Accounts payable 13472197.21 13472197.21

Deferred income tax liabilities 333567.42

Net assets 85361283.33 83474242.84

Less: Non-controlling interests 49936350.75 48832432.06

Net assets acquired 35424932.58 34641810.78

(4) Gains or losses from Re-measurement of Equity Held before the Purchase Date at Fair Value

Whether there is a transaction that through multiple transaction step by step to realize business combination and

gaining the control during the Reporting Period

□ Yes √ No

188Changchai Company Limited Annual Report 2022

(5) Notes to Reasonable Consideration or Fair Value of Identifiable Assets and Liabilities of the Acquiree

that Cannot Be Determined on the Acquisition Date or during the Period-end of the Merger

Not applicable

IX. Equity in Other Entities

1. Equity in Subsidiary

(1) Subsidiaries

Natur Holding percentage

Main Registrat

e of (%) Way of

Name operatin ion

busin Indirectl gaining

g place place Directly

ess y

Changchai Wanzhou Diesel Engine Chongq Chongqi Indus

60.00% Set-up

Co. Ltd. ing ng try

Changzhou Changchai Benniu Diesel Changz Changzh Indus

99.00% 1.00% Set-up

Engine Fittings Co. Ltd. hou ou try

Changzhou Horizon Investment Co. Changz Changzh Servi

100.00% Set-up

Ltd. hou ou ce

Changzhou Changchai Horizon Changz Changzh Indus

75.00% 25.00% Set-up

Agricultural Equipment Co. Ltd. hou ou try

Combination

Changzhou Fuji Changchai Robin Changz Changzh Indus

100.00% not under the

Gasoline Engine Co. Ltd. hou ou try

same control

Jiangsu Changchai Machinery Co. Changz Changzh Indus

100.00% Set-up

Ltd. hou ou try

Changzhou Xingsheng Property Changz Changzh Servi

100.00% Set-up

Management Co. Ltd. hou ou ce

Zhenjiang Siyang Diesel Engine Zhenjia Zhenjian Indus Combination

Manufacturing Co. Ltd. ng g try 41.50% not under thesame control

Explanation: the company holds 41.5% of the shares in Zhenjiang Siyang Diesel Engine Manufacturing Co. Ltd.Our company is the largest shareholder and the other shareholders are employee and non employee shares which

are relatively scattered. There are no other shareholders with a high shareholding ratio that is close to the actual

controller's shareholding ratio; Among the 7 members of the board of directors of Zhenjiang Siyang 5 are

dispatched by our company. The chairman of Zhenjiang Siyang is dispatched by our company and our company

is the substantive controller of Zhenjiang Siyang which constitutes the conditions for merger.

(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

189Changchai Company Limited Annual Report 2022

Changchai

Wanzhou Diesel 40.00% -260843.12 19705643.25

Engine Co. Ltd.Zhenjiang Siyang

Diesel Engine

Manufacturing Co. 58.50% 2822178.67 52758529.42

Ltd.Holding proportion of non-controlling interests in subsidiary different from voting proportion: Not applicable

(3) The Main Financial Information of Significant Not Wholly-owned Subsidiary

Unit: RMB

Ending balance Beginning balance

Non- Non-

Non- Curre Non- Curre

Curre curre Total Curre curre Total

Name curre Total nt curre Total nt

nt nt liabili nt nt liabili

nt assets liabili nt assets liabili

assets liabili ties assets liabili ties

assets ties assets ties

ty ty

Chan

gchai

Wanz

hou 4713 2322 7036 2109 2109 4820 2414 7234 2242 2242

Diese 3617 8110. 1727 7619 7619 0342 1889 2232 6016 6016

l .16 09 .25 .13 .13 .77 .90 .67 .75 .75

Engin

e Co.Ltd.Zhenj

iang

Siyan

g

Diese

l 8269 2804 1107 2023 20553227

Engin 7983 5494 4347 5256 7957 —— —— —— —— —— ——

e 01.42.58 .39 7.97 .17 .59

Manu

factur

ing

Co.Ltd.Chan

gzho

u

Chan

gchai

Hori 1450 1483 2567 2567

zon 3243—— —— —— —— —— —— 5888 0191 5299 5299

Agri 02.84.53 .37 .17 .17

cultu

ral

Equi

pme

nt

190Changchai Company Limited Annual Report 2022

Co.Ltd.Unit: RMB

Reporting Period Same period of last year

Cash Cash

Total Total

flows flows

Name Operating comprehe Operating comprehe

Net profit from Net profit from

revenue nsive revenue nsive

operating operating

income income

activities activities

Changcha

i

Wanzhou 3428125 -652107. -652107. 650437.0 4262937 386567.2 386567.2 2563679

Diesel 2.72 80 80 3 9.24 7 7 .17

Engine

Co. Ltd.Zhenjian

g Siyang

Diesel 3544098 4824237 4824237 -929153

Engine —— —— —— ——

Manufact 3.37 .05 .05 7.82

uring

Co. Ltd.Changz

hou

Changc

hai

Horizon 1436287 -457970 -457970 6216842

Agricult —— —— —— —— 2.77 1.60 1.60 .70

ural

Equipm

ent Co.Ltd.

2. Equity in the Structured Entity Excluded in the Scope of Consolidated Financial Statements

Notes to the structured entity excluded in the scope of consolidated financial statements:

In 2017 the Company set up Changzhou Xietong Private Equity Fund (Limited Partnership) together with

Synergetic Innovation Fund Management Co. Ltd. through joint investment. On 18 October 2018 and 3

December 2020 new partners were respectively added. Partnership Shares transfer was made on 29 December

2022. In line with the revised Partnership Agreement the general partner is Synergetic Innovation Fund

Management Co. Ltd. and the limited partners are Changchai Company Limited Changzhou Zhongyou

Petroleum Sales Co. Ltd. Changzhou Fuel Co. Ltd. Tong Yinzhu Tong Yinxin Anhui Haiyunzhou Equity

Investment Partnership Enterprise (Limited) Shenzhen Jiaxin One Venture Capital Partnership (limited

partnership)and Zhong Wende. 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.

191Changchai Company Limited Annual Report 2022

X. The Risk Related to Financial Instruments

The goal of the Company’s risk management was gaining the balance between the risk and income and reduced

the negative impact to the operation performance of the Company in the lowest level and maximized the interests

of shareholders and other equity investors. Base on the risk management goal the basis strategy of the Company’s

risk management was to recognized and analyze all kinds of risk that the Company faced set up suitable risk

bottom line and conduct risk management and supervised the risks timely and reliably and control the risk within

the limited scope.The main risks of the Company due to financial instruments were credit risk liquidity risk and market risk. The

management level had reviewed and approved the policies to manage the risks which summarized as follows:

(I) Credit Risk

Credit risk was one party of the contract failed to fulfill the obligations and causes loss of financial assets of the

other party.The credit of risk of the Company mainly was related to account receivable in order to control the risk the

Company conduct the following methods.The Company only conducts related transaction with approved and reputable third party in line with the policy of

the Company the Company need to conduct credit-check for the clients adopting way of credit to conduct

transaction. In addition the Company continuously monitors the balance of account receivable to ensure the

Company would not face the significant bad debt risk.(II) Liquidity Risk

Liquidity risk is referred to the risk of incurring capital shortage when performing settlement obligation in the way

of cash payment or other financial assets. The policies of the Company are to ensure that there was sufficient cash

to pay the due liabilities.The liquidity risk was centralized controlled by the financial department of the Company. The financial

departments through supervising the balance of the cash and securities can be convert to cash at any time and the

rolling prediction of cash flow in future 12 months to ensure the Company has sufficient cash to pay the liabilities

under the case of all reasonable prediction.(III) Market Risk

Market risk is refer to risk of the fair value or future cash flow of financial instrument changed due to the change

of market price including foreign exchange rate risk interest rate risk.

1. Interest Rate Risk

Interest rate risk is refers to fluctuation risk of the fair value or future cash flow of financial instrument change due

to the change of market price.

2. Foreign Exchange Risk

Foreign exchange rate risk is referred to the risk incurred form the change of exchange rate. As for the Company’s

export business customers will be given a certain credit term if the RMB appreciates against the dollar the

company's accounts receivable will incur foreign currency exchange loss.XI. The Disclosure of Fair Value

1. Ending Fair Value of Assets and Liabilities at Fair Value

Unit: RMB

Item Ending fair value

192Changchai Company Limited Annual Report 2022

Fair value Fair value Fair value

measurement items measurement items measurement items Total

at level 1 at level 2 at level 3

I. Consistent fair

--------

value measurement

(I) Trading financial

78739311.00291364291.57370103602.57

assets

1. Financial assets

at fair value through 78739311.00 291364291.57 370103602.57

profit or loss

(1) Debt instrument

investment

(2) Equity

instrument 78739311.00 78739311.00

investment

(3) Derivative

financial assets

Wealth

management 291364291.57 291364291.57

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 576631000.00 378929240.08 955560240.08

investment

(IV) Investment

property

1. Land use right

for lease

2. Buildings leased

out

3. Land use right

193Changchai Company Limited Annual Report 2022

held and planned to

be transferred once

appreciating

(V) Living assets

1. Consumptive

living assets

2. Productive living

assets

Accounts receivable

financing 242813392.79 242813392.79

Other non-current

financial assets 373500000.00 373500000.00

Total assets

consistently

655370311.00291364291.57995242632.871941977235.44

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

(1) Assets held for

sale

Total assets

inconsistently

measured by fair

value

Total liabilities

194Changchai Company Limited Annual Report 2022

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 the other non-current financial assets: for the investments in equity instrument of Jiangsu Horizon New

Energy Technology Co. Ltd. Jiangsu Horizon New Energy Technology Co. Ltd. entrusted an appraisal agency to

evaluate the value of all its shareholders’ equity due to the need for capital increase and share expansion in 2022

and confirmed the premium rate of capital increase based on the appreciation rate of the equity value. The

company’s new investors signed the investment agreements on 29 August 2022. Therefore the fair value of the

equity investment had been adjusted and confirmed accordingly based on the premium rate of the new round of

financing.

(3) Among other equity investment instruments the total investment in Chengdu Changwan Diesel Engine

Distribution Co. Ltd. Chongqing Wanzhou Changwan Diesel Engine Parts Co. Ltd. Changzhou Economic and

Technological Development Company Changzhou Tractor Company Changzhou Economic Commission

Industrial Capital Mutual Aid Association Beijing Engineering Machinery Agricultural Machinery Company was

RMB 1.21 million and the fair value was RMB 0.00 due to the difficulty in recovering the investment.Since its establishment in October 2017 Changzhou Synergetic Innovation Private Equity Fund (Limited

Partnership) had increased the equity of partners at the end of the year due to the change in fair value of the equity

held by it. In addition the company's business environment operating conditions and financial status had not

undergone major changes. Therefore the company determined its fair value on the basis of the net book assets of

the partnership at the end of the period.

5. Sensitiveness Analysis on Unobservable Parameters and Adjustment Information between Beginning and

Ending Carrying Value of Consistent Fair Value Measurement Items at Level 3

195Changchai Company Limited Annual Report 2022

Not applicable

6. Explain the Reason for Conversion and the Governing Policy when the Conversion Happens if

Conversion Happens among Consistent Fair Value Measurement Items at Different Levels

Not applicable

7. Changes in the Valuation Technique in the Current Period and the Reason for Such Changes

Not applicable

8. Fair Value 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.

9. Other

During the year there was no conversion between Level 1 and Level 2 nor was there any transfer to or from

Level 3 for the fair value measurement of the Company's financial assets and financial liabilities.XII. Related Party and Related-party Transactions

1. Information Related to the Company as the Parent of the Company

Proportion of Proportion of

share held by voting rights

Registration Nature of Registered the Company as owned by the

Name

place business capital the parent Company as the

against the parent against

Company the Company

Investment and

operations of

state-owned

assets assets

Changzhou management

Investment Changzhou (excluding RMB1.2 billion 32.26% 32.26%

Group Co. Ltd. financial

business)

investment

consulting

(excluding

196Changchai Company Limited Annual Report 2022

consulting on

investment in

securities and

options) etc.Notes: Information on the Company as the parent

The parent company of the Company is Changzhou Investment Group Co. Ltd. According to the guiding

principle of the Notice of Provincial Government on Issuing the Implementation Plan for Transferring Part of

State-owned Capital to Boost Social Security Fund in Jiangsu Province (SZF [2020] No. 27) the Notice on

Transferring Part of State-owned Capital to Cities and Counties to Boost Social Security Fund (SCGM [2020] No.

139) from the Department of Finance of Jiangsu Province and other five departments and the Notice on

Transferring Part of State-owned Capital at Urban (District) Level to Boost Social Security Fund (CCGM [2020]

No. 4) from Changzhou Finance Bureau and other four departments the 10% state-owned equity of the

Investment Group held by Changzhou Municipal People's Government is transferred to the Department of

Finance of Jiangsu Province free of charge. After the share transfer Changzhou People’s Government holds 90%

state-owned equity of the Investment Group and the Department of Finance of Jiangsu Province holds 10%

state-owned equity of the Investment Group. In accordance with Changzhou People’s Government Document

(CZF [2006] No. 62) Changzhou Investment Group Co. Ltd. is an enterprise which Changzhou People’s

Government authorizes Changzhou Government State-owned Assets Supervision and Administration Commission

to perform duties of investors. Thus Changzhou Investment Group Co. Ltd. is the controlling shareholder of the

Company and Changzhou Government State-owned Assets Supervision and Administration Commission is still

the actual controller of the Company. The final controller of the Company is Changzhou Government State-owned

Assets Supervision and Administration Commission.

2. Subsidiaries of the Company

Refer to Note IX for details.

3、Situation of joint ventures and associated enterprises of the company

None

4. Information on Other Related Parties

Name Relationship with the Company

Changzhou Synergetic Innovation Private Equity Participated in establishing the industrial investment

Fund (Limited Partnership) fund

Jiangsu Horizon New Energy Technology Co. Ltd. Shareholding enterprise of the Company

Donghai Securities Co. Ltd. Controlled by the same Company as the parent

5.Related Party Transactions

(1)Compensation for key management personnel

Unit: RMB

197Changchai Company Limited Annual Report 2022

Amount incurred in the previous

Item Current amount incurred

period

Compensation for key

7110100.007667300.00

management personnel

(2) Other Related-party Transaction

1) On 25 August 2022 the Company held the Fourth Interim Meeting of the Board of Directors and the Fourth

Interim Meeting of the Supervisory Committee in 2022 and deliberated and approved the Proposal on Planning to

Participate in Capital Increase and Share Expansion and Related Transactions of Jiangsu Horizon New Energy

Technology Co. Ltd. agreeing to increase RMB75 million capital to Horizon New Energy for the subscription of

its newly registered capital of RMB18844200 and authorizing Shi Xinkun the Company’s Chairman to sign

capital increase agreements with related parties. In August 2022 Horizon New Energy and its shareholders signed

the Capital Increase Agreement of Jiangsu Horizon New Energy Technology Co. Ltd. agreeing that the registered

capital of Horizon New Energy was increased from RMB1405622491 to RMB1.75 billion. In October 2022

Horizon New Energy completed the industrial and commercial change registration procedures according to the

aforesaid capital increase agreement and obtained the new business license.

2) The Proposal on Using Idle Funds to Purchase Wealth Management Products was deliberated and approved at

the Fourth Interim Meeting of the Board of Directors in 2021 and the Second Interim Meeting of the Board of

Supervisors in 2021 held by the Company on 13 July 2021 allowing the Company and its wholly-owned

subsidiaries to use no more than RMB350 million of idle raised funds to purchase wealth management products

for cash management on the premise that the investment projects with raised funds are carried out normally and

the use of raised funds is not affected.On 27 July 2021 the Company entered into a subscription agreement with Donghai Securities Co. Ltd. for the

product "Donghai Securities Long Gain Return Certificate June Type Customized Issue No. 13". The subscription

amount is RMB50 million and the source of funds is idle raised funds. The return certificate matured on 25

January 2022 with a total of RMB50949315.07 in principal and return actually received which is recognized as

gains on changes of fair value of RMB817465.75 in 2021 and as investment income of RMB131849.32 in 2022.XIII. Commitments and Contingency

1. Significant Commitments

Significant commitments on balance sheet date

As of 31 December 2022 there was no significant commitment for the Company to disclose.

2. Contingency

(1) Significant Contingency on Balance Sheet Date

None

(2) In Despite of no Significant Contingency to Disclose the Company Shall Also Make Relevant Statements

There was no significant contingency in the Company.

198Changchai Company Limited Annual Report 2022

XIV. Events after Balance Sheet Date

1. Profit Distribution

Unit: RMB

Profits or dividends to be distributed 7056925.07

2. Sales Return

None

3. Notes to Other Events after Balance Sheet Date

There was no other event after balance sheet date.XV. Other Significant Events

1. The Accounting Errors Correction in Previous Period

(1) Retrospective Restatement

None

(2) Prospective Application

None

2. Debt Restructuring

Not applicable

3. Assets Replacement

Not applicable

4. Pension Plans

Not applicable

5. Discontinued Operations

Not applicable

6. Segment Information

(1) Determination Basis and Accounting Policies of Reportable Segment

Due to the operation scope of the Company and subsidiaries were similar the Company conducts common

199Changchai Company Limited Annual Report 2022

management and did not divide business unit so the Company only made single branch report.

7. Other Significant Transactions and Events with Influence on Investors’ Decision-making

None

XVI. Notes of Main Items in the Financial Statements of the Company as the Parent

1. Accounts Receivable

(1) Accounts Receivable Classified by Category

Unit: RMB

Ending balance Beginning balance

Carrying Bad debt Carrying Bad debt

amount provision amount provision

Carryi

Category Withd Withd Carryin

ng

Amou Propo Amou rawal Amou Propor Amou rawal g value

value

nt rtion nt propo nt tion nt propor

rtion tion

Accounts

receivable for

273621605756275021126

which bad debt 78.96 76.80 63830

4067.6.22%7429.637.89745.6.00%658.8

provision % % 86.48

34504335

separately

accrued

Of which:

Accounts

receivable for

412789463233430788019

which bad debt 93.78 21.67 94.00 20.43 342752

69154855.04307191743.0

provision % % % % 168.94

8.39732.662.039

accrued by

group

Of which:

Accounts

receivable for

which bad debt 4127 8946 3233 4307 88019

93.7821.6794.0020.43342752

provision 6915 4855. 0430 7191 743.0

%%%%168.94

accrued by 8.39 73 2.66 2.03 9

credit risk

features group

440111103290458210914

100.025.24100.0023.82349135

Total 3322 7228 6094 8165 6401.

0%%%%255.42

5.735.230.507.3694

200Changchai Company Limited Annual Report 2022

Accounts receivable with significant single amount for which bad debt provision separately accrued at the end of

the period:

Unit: RMB

Ending balance

Name Carrying Bad debt Withdrawal

Withdrawal reason

amount provision proportion

Customer 1 1470110.64 1470110.64 100.00% Difficult to recover

Customer 2 1902326.58 1902326.58 100.00% Difficult to recover

Customer 3 6215662.64 6215662.64 100.00% Difficult to recover

Customer 4 2797123.26 2194980.28 78.47% Expected to difficultly recover

Customer 5 3633081.23 2122165.73 58.41% Expected to difficultly recover

Customer 6 2584805.83 2584805.83 100.00% Difficult to recover

Customer 7 1731493.71 1731493.71 100.00% Difficult to recover

Customer 8 1511937.64 604775.06 40.00% Expected to difficultly recover

Customer 9 3329074.84 720031.71 21.63% Expected to difficultly recover

Total 25175616.37 19546352.18 -- --

Accounts receivable for which bad debt provision accrued by credit risk features group

Unit: RMB

Ending balance

Carrying amount Bad debt provision Withdrawal proportion

Within 1 year 300792980.52 6015859.61 2.00 %

1 to 2 years 25189130.52 1259456.53 5.00 %

2 to 3 years 4391594.73 658739.21 15.00%

3 to 4 years 829958.37 248987.51 30.00%

4 to 5 years 709203.46 425522.08 60.00%

Over 5 years 80856290.79 80856290.79 100.00%

Total 412769158.39 89464855.73

Notes to the basis for the determination of the groups:

The accounts receivable was adopted the aging analysis based on the months when the accounts occurred actually

among which the accounts occurred earlier will be priority to be settled in terms of the capital turnover.Explanation of the input value and assumption adopted to determine the withdrawal amount of bad debt provision

on the Current Period: With reference to the experience of the historical credit loss combining with the prediction

of the present status and future financial situation the comparison table was prepared between the aging of the

accounts receivable and estimated credit loss rate in the duration and to calculate the estimated credit loss.Please refer to the relevant information of disclosure of bad debt provision of other accounts receivable if

adopting the general mode of expected credit loss to withdraw bad debt provision of accounts receivable.□ Applicable √ Not applicable

Disclosure by aging

Unit: RMB

Aging Carrying amount

Within 1 year (including 1 year) 304249429.01

1 to 2 years 25731843.18

2 to 3 years 4391594.73

201Changchai Company Limited Annual Report 2022

Over 3 years 105760358.81

3 to 4 years 2917847.46

4 to 5 years 2658953.02

Over 5 years 100183558.33

Total 440133225.73

(2) Bad Debt Provision Withdrawn Reversed or Recovered in the Reporting Period

Unit: RMB

Changes in the Reporting Period

Beginning

Category Reversal or Ending balance

balance Withdrawal Write-off Other

recovery

Bad debt

provision

21126658.85480770.6521607429.50

withdrawn

separately

Bad debt

provision

88019743.092150511.77705399.1389464855.73

withdrawn

by group

Total 109146401.94 2631282.42 705399.13 111072285.23

Of which bad debt provision reversed or recovered with significant amount in the Reporting Period: No.

(3) Accounts Receivable with Actual Verification during the Reporting Period

Unit: RMB

Item Amount verified

Accounts receivable with actual verification 705399.13

Of which the verification of significant accounts receivable:

Unit: RMB

Whether

generated

from

Name of the Amount Performance of verification

Nature Reason related-pa

entity verified procedures

rty

transactio

n

Customer 1 256244.04 With accounts

Customer 2 69529.81 receivable aging over The Party Committee and the

Customer 3 5 years the office meeting reviewed andAccount 72967.54

Customer 4 59625.69 counterpart company approved the Proposal on thes

Customer 5 being revoked or Verification of Accountsreceivab 44647.49 Not

Customer 6 71769.00 cancelled or debt Receivable of the Overseasle of

reorganisation Business Department Due to

goods

bankruptcy clearing or Pending Prototypes and

Customer 7 40120.00 the debtors have no Pending Quality Issues

assets for debt

202Changchai Company Limited Annual Report 2022

extinguishment

Total 614903.57 -- -- --

(4) Top 5 of the Ending Balance of Accounts Receivable Collected according to the Arrears Party

Unit: RMB

Ending balance

Ending balance of Proportion to total ending

Name of the entity of bad debt

accounts receivable balance of accounts receivable

provision

Customer 1 182469247.05 41.46% 3649384.94

Customer 2 40330698.62 9.16% 806613.97

Customer 3 20619430.63 4.68% 412388.61

Customer 4 18538588.59 4.21% 913245.46

Customer 5 15564496.00 3.54% 311289.92

Total 277522460.89 63.05%

2. Other Receivables

Unit: RMB

Item Ending balance Beginning balance

Other receivables 179596495.57 26497081.34

Total 179596495.57 26497081.34

(1) Other Receivable

1) Other Receivables Classified by Account Nature

Unit: RMB

Beginning carrying

Nature Ending carrying amount

amount

Cash deposit and Margin 1300.00 4200.00

Intercourse funds among units 214624107.53 55450919.93

Petty cash and borrowings by employees 671817.84 613410.65

Other 13635256.64 13629784.64

Total 228932482.01 69698315.22

2) Withdrawal of Bad Debt Provision

Unit: RMB

First stage Second stage Third stage

Expected loss in the

Expected credit Expected loss in the

Bad debt provision duration (credit Total

loss of the next duration (credit

impairment not

12 months impairment occurred)

occurred)

Balance of 1

209613.5323809010.5819182609.7743201233.88

January 2022

Balance of 1

January 2022 in the —— —— —— ——

Current Period

203Changchai Company Limited Annual Report 2022

--Transfer to

Second stage

-- Transfer to Third

-23342513.3823342513.38

stage

-- Reverse to

Second stage

-- Reverse to First

stage

Withdrawal of the

6574799.606574799.60

Current Period

Reversal of the

183426.54168517.57351944.11

Current Period

Write-offs of the

Current Period

Verification of the

88102.9388102.93

Current Period

Other changes

Balance of 31

26186.99209876.7049099922.7549335986.44

December 2022

Changes of carrying amount with significant amount changed of loss provision in the Current Period

□ Applicable √ Not applicable

Disclosure by aging

Unit: RMB

Aging Carrying amount

Within 1 year (including 1 year) 182815353.08

1 to 2 years 16778473.11

2 to 3 years 99076.00

Over 3 years 29239579.82

3 to 4 years 420716.17

4 to 5 years 333939.40

Over 5 years 28484924.25

Total 228932482.01

3) Bad Debt Provision Withdrawn Reversed or Recovered in the Reporting Period

Information of bad debt provision withdrawn:

Unit: RMB

Changes in the Reporting Period

Beginning

Category Reversal or Write-of Ending balance

balance Withdrawal Other

recovery f

204Changchai Company Limited Annual Report 2022

Bad debt

provision

19182609.776574799.6025757409.37

withdrawn

separately

Bad debt

provision 88102.9

24018624.11351944.1123578577.07

withdrawn by 3

group

88102.9

Total 43201233.88 6574799.60 351944.11 49335986.44

3

4) Particulars of the Actual Verification of Other Receivables during the Reporting Period

Unit: RMB

Item Written-off amount

Other receivables with actual verification 88102.93

Of which the verification of significant other receivables:

Unit: RMB

Whether

occurred

Verification

Name of the Natur Written-of because of

Reason for verification procedures

entity e f amount related-part

performed

y

transactions

Customer 1 9020.00 With accounts receivable aging

Customer 2 8357.60 The Proposal on theover 5 years the counterpart

Other Write-off of Certain

Customer 3 7933.63 company being revoked or

interc Other Receivables

Customer 4 cancelled or debt reorganisation Notourse 7800.00 was approved at the

Customer 5 funds 6700.00

bankruptcy clearing or the

Party Committee and

Customer 6 6000.00 debtors have no assets for debt Office Meeting.extinguishment

Customer 7 6000.00

Total 51811.23 -- -- --

5) Top 5 of the Ending Balance of Other Receivables Collected according to the Arrears Party

Unit: RMB

Proportion to

total ending Ending balance

Name of the entity Nature Ending balance Aging balance of of bad debt

other provision

receivables

205Changchai Company Limited Annual Report 2022

Jiangsu Changchai Interco

Machinery urse 135735255.26 Within 1 year 59.29%

Manufacturing Co. Ltd. funds

Within 1 year

with

Changzhou Changchai Interco

RMB18996476.Horizon Agricultural urse 20221123.93 8.83% 20221123.93

74 1-2 years with

Equipment Co. Ltd. funds

RMB1224647.1

9

Interco

Changzhou Changniu

urse 9000000.00 1-2 years 3.93%

Machinery Co. Ltd.funds

Interco

Changzhou Compressors

urse 2940000.00 Over 5 years 1.28% 2940000.00

Factory

funds

Interco

Changchai Group Imp.urse 2853188.02 Over 5 years 1.25% 2853188.02

& Exp. Co. Ltd.funds

Total -- 170749567.21 74.58% 26014311.95

6) Derecognition of Other Receivables due to the Transfer of Financial Assets: none

7) The Amount of the Assets and Liabilities Formed due to the Transfer and the Continued Involvement of

Other Receivables: none

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 576273530. 569273530. 542752730. 535752730.

7000000.007000000.00

subsidiaries 03 03 03 03

Investment to

joint ventures

and 44182.50 44182.50 44182.50 44182.50

associated

enterprises

576317712.569273530.542796912.535752730.

Total 7044182.50 7044182.50

53035303

(1) Investment to Subsidiaries

Unit: RMB

Beginning Increase/decrease Ending Ending

Investee balance balance balance of

Additional Reduced Withdrawa Other

(carrying (carrying depreciatio

206Changchai Company Limited Annual Report 2022

value) investment investment l of value) n reserve

depreciatio

n reserve

Changchai

Wanzhou

5100000051000000

Diesel.00.00

Engine Co.Ltd.Changzhou

Changchai

Benniu

9646650096466500

Diesel.00.00

Engine

Fittings Co.Ltd.Changzhou

Horizon 40000000 40000000

Investment .00 .00

Co. Ltd.Changzhou

Changchai

Horizon 7000000.

0.000.00

Agricultural 00

Equipment

Co. Ltd.Changzhou

Fuji

Changchai

4728623047286230

Robin.03.03

Gasoline

Engine Co.Ltd.Jiangsu

Changchai 30000000 30000000

Machinery 0.00 0.00

Co. Ltd.Changzhou

Xingsheng

1000000.1000000.

Property

0000

Managemen

t Co. Ltd.Zhenjiang

Siyang 33520800 33520800.00 .00

Diesel

207Changchai Company Limited Annual Report 2022

Engine

Manufacturi

ng Co. Ltd.Total 53575273 33520800 56927353 7000000.0.03 .00 0.03 00

(2) Investment to Joint Ventures and Associated Enterprises

Unit: RMB

Increase/decrease

Gains

Adjust Endin

Begin and Cash Endin

ment Withd g

ning losses bonus g

of rawal balanc

balanc Additi Reduc recogn Chang or balanc

Invest other of e of

e onal ed ized es of profits e

ee compr impair Other deprec

(carryi invest invest under other annou (carryi

ehensi ment iation

ng ment ment the equity nced ng

ve provis reserv

value) equity to value)

incom ion e

metho issue

e

d

II. Associated enterprises

Beijin

g

Tsingh

ua

Xingy

e

Indust 44182

0.000.00

rial .50

Invest

ment

Mana

gemen

t Co.Ltd.Subtot 44182

0.000.00

al .50

44182

Total 0.00 0.00.50

4. Operating Revenue and Cost of Sales

Unit: RMB

Reporting Period Same period of last year

Item

Operating revenue Cost of sales Operating revenue Cost of sales

208Changchai Company Limited Annual Report 2022

Main operations 1937402949.98 1743767173.55 2221914222.25 1913817106.36

Other operations 51070094.57 40578530.55 45317897.53 31003356.23

Total 1988473044.55 1784345704.10 2267232119.78 1944820462.59

Information on revenue:

Unit: RMB

Category of contracts Total

Product Types

Of which:

Single-cylinder diesel engines 810033457.43

Multi-cylinder diesel engines 1068550094.42

Other products 31841402.73

Fittings 26977995.40

Classified by business area

Of which:

Sales in domestic market 1717395940.92

Export sales 220007009.06

Total 1937402949.98

Information related to performance obligations: none

5. Investment Income

Unit: RMB

Item Reporting Period Same period of last year

Dividend income from holding of other equity

instrument investment 9360000.00 7394400.00

Income from refinancing operations 136003.96 1028964.68

Dividends under cost accounting 28800000.00

Interest income from holding of debt obligation

investments 1411361.54

Investment income from disposal of

5408606.171798672.49

held-for-trading financial assets

Accounts receivable financing-discount interest of

-8511313.05-1869322.91

bank acceptance bills

Total 36604658.62 8352714.26

XVII. Supplementary Materials

1. Items and Amounts of Non-recurring Profit or Loss

√ Applicable □ Not applicable

Unit: RMB

209Changchai Company Limited Annual Report 2022

Item Amount Note

Gain or loss on disposal of non-current assets 393161.73

Government subsidies charged to current profit or loss

(exclusive of government subsidies given in the

Company’s ordinary course of business at fixed quotas 3774298.59

or amounts as per the government’s uniform

standards)

Increase in the fair value of the

equity of Jiangsu Horizon

New Energy Technology Co.Gain/loss from change of fair value of trading Ltd. held by the Company and

financial assets and liabilities and investment gains price falling of stocks of

from disposal of trading financial assets and liabilities Jiangsu Liance

162319373.53

and derivative financial assets and liabilities and Electromechanical Technology

available-for-sale financial assets other than valid Co. Ltd. and Kailong High

hedging related to the Company’s common businesses Technology Co. Ltd. held by

the wholly-owned subsidiary

Horizon Investment during the

Reporting Period.Reverse of provision for impairment of accounts

30000.00

receivable individually conducting impairment test

Other non-operating income and expenses other than

1735346.51

the above

Negative goodwill due to business combination not

1904132.58

under common control

Less: Income tax effects 19859063.58

Non-controlling interests effects (after tax) -24058.57

Total 150321307.93 --

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

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

Public—Non-recurring Gains and Losses or classifies any extraordinary gain/loss item mentioned in the said

explanatory announcement as a recurrent gain/loss item.□ Applicable √ Not applicable

2. Return on Equity and Earnings Per Share

Weighted average ROE EPS (Yuan/share)

Profit as of Reporting Period

(%) EPS-basic EPS-diluted

Net profit attributable to ordinary

2.51%0.10870.1087

shareholders of the Company

210Changchai Company Limited Annual Report 2022

Net profit attributable to ordinary

shareholders of the Company after

-2.41%-0.1043-0.1043

deduction of non-recurring profit

or loss

The Board of Directors

Changchai Company Limited

10 April 2023

211

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