[三季报]苏常柴Ｂ:2021年第三季度报告（英文版）
Stock Code: 000570, 200570 Stock Name: Changchai, Changchai-B Announcement No. 2021-067 CHANGCHAI COMPANY, LIMITED THIRD QUARTERLY REPORT 2021 Changchai Company, Limited (hereinafter referred to as the “Company”) and all the members of the Company’s Board of Directors hereby guarantee that the contents of this Report are true, accurate and complete and free of any misrepresentations, misleading statements or material omissions. Important Notes: 1. The Board of Directors, the Supervisory Committee as well as the directors, supervisors and senior management of the Company hereby guarantee that the contents of this Report are true, accurate and complete and free of any misrepresentations, misleading statements or material omissions, and collectively and individually accept legal responsibility for such contents. 2. The Company’s legal representative, General Manager, and head of the financial department (equivalent to financial manager) hereby guarantee that the financial statements carried in this Report are true, accurate and complete. 3. Indicate whether the financial statements in this Report have been audited by an independent auditor. □Yes √ No 4. Matters with modified audit opinions given by the auditor □ Applicable √ Not applicable I Key Financial Information (I) Key Accounting Data and Financial Indicators Indicate by tick mark whether there is any retrospectively restated datum in the table below. □ Yes √ No Q3 2021 YoY change (%) Q1-Q3 2021 YoY change (%) Operating revenue (RMB) 484,183,670.58 -17.15% 1,981,354,126.38 13.10% Net profit attributable to the listed company’s shareholders (RMB) -23,478,352.18 —— 105,710,713.42 171.37% Net profit attributable to the listed company’s shareholders before -9,073,885.20 —— 18,086,529.38 -37.25% exceptional items (RMB) Net cash generated from/used in operating activities (RMB) —— —— -316,185,740.11 —— Basic earnings per share (RMB/share) -0.0333 —— 0.1734 149.86% Diluted earnings per share (RMB/share) -0.0333 —— 0.1734 149.86% Weighted average return on equity (%) -0.75% -1.29% 4.54% 2.68% 30 September 2021 31 December 2020 Change (%) Total assets (RMB) 4,862,324,921.69 3,952,954,464.45 23.00% Equity attributable to the listed company’s shareholders (RMB) 3,122,661,074.22 2,273,349,347.02 37.36% Total share capital up to the former trading date before the disclosure: Total share capital up to the former trading date before the disclosure (share) 705,692,507 Fully diluted EPS calculated by the newest share capital: Dividend on preferred shares paid (RMB) 0.00 Interest on perpetual bonds paid (RMB) 0.00 Fully diluted EPS calculated by the newest share capital (RMB/share) 0.1498 (II) Exceptional Gains and Losses √ Applicable □ Not applicable Unit: RMB Item Q3 2021 Q1-Q3 2021 Note Gain or loss on disposal of non-current assets (inclusive of impairment allowance write-offs) 757,900.36 6,459.16 Government grants through profit or loss (exclusive of government grants continuously given in the Company’s ordinary course of business at fixed quotas or amounts as per the government’s policies and standards) 360,000.00 766,454.70 Gain or loss on fair-value changes on held-for-trading financial assets and liabilities & income from disposal of held-for-trading financial assets and liabilities and available-for-sale financial assets (exclusive of the -20,805,528.66 102,081,339.45 For Q1-Q3 2021, the fair value of stocks in Jiangsu Liance Electromechanical Technology Co., Ltd. and Kailong High Technology Co., Ltd. held by the Company’s effective portion of hedges that arise in the Company’s ordinary course of business) wholly-owned subsidiary Changzhou Horizon Investment Co., Ltd. and equity in Jiangsu Horizon New Energy Technology Co., Ltd. held by the Company increased. For Q3, gain or loss on fair value changes decreased due to the decline in stock price. Non-operating income and expense other than the above 270,234.72 787,110.59 Income tax refund 0.00 6,307,493.08 Less: Income tax effects -5,013,436.60 22,319,882.62 Non-controlling interests effects (net of tax) 510.00 4,790.32 Total -14,404,466.98 87,624,184.04 -- Other items that meet the definition of exceptional gain/loss: □ Applicable √ Not applicable No such cases in 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 in the Reporting Period. (III) Changes in Key Financial Statement Line Items and Explanation of why √ Applicable □ Not applicable 1. Consolidated Balance Sheet Items Item 30 September 2021 (RMB) 31 December 2020 (RMB) Change (%) Explanation of why Held-for-trading financial assets 321,347,440.00 11,500,272.00 2694.26% Investments in wealth management instruments with idle funds out of the amount raised in a private placement Notes receivable 346,652,281.02 600,140,938.05 -42.24% Discounting and collection upon maturity of bank acceptance notes held by the Company Accounts receivable 1,033,370,187.93 397,154,016.49 160.19% The Company properly allowed customers’ buying on credit for more markets and multi-cylinder diesel engine customers are mainly supporting companies of main engine, which are usually given longer payment days. Other receivables 4,002,431.93 6,212,062.80 -35.57% Decrease in imprest cash, security deposits and other receivables, as well as provisional payments Other non-current financial assets 234,801,290.76 98,732,938.63 137.81% Increase in gains on changes in the fair value of shares held by the Company’s wholly-owned subsidiary Changzhou Horizon Investment Co., Ltd. in Liance Technology, Kailong High Tech, etc., as well as of equity interests held by the Company in Jiangsu Horizon New Energy Technology Co., Ltd. Construction in progress 117,018,095.85 66,502,432.41 75.96% Wholly-owned subsidiary Changchai Machinery being under construction Other non-current assets 63,853,284.81 19,971,006.56 219.73% Increase in prepayments of Changchai Machinery for construction and engineering services Short-term borrowings 12,000,000.00 22,000,000.00 -45.45% Repayment of some short-term borrowings by the Company and its subsidiary Employee benefits payable 14,007,846.80 50,127,161.47 -72.06% Salaries and bonuses accrued last year were paid in the Reporting Period Deferred income tax liabilities 124,661,259.24 80,671,598.82 54.53% Increase in the fair value of financial assets Capital reserves 640,676,218.40 164,328,665.43 289.87% Inclusion of share premium upon the completion of a private placement 2. Consolidated Income Statement Items for Q1~Q3 Item Q1~Q3 2021 (RMB) Q1~Q3 2020 (RMB) Change (%) Explanation of why Finance costs 823,688.31 7,051,835.86 -88.32% Exchange gains and losses resulted from exchange rate fluctuations and increase in interest income Other income 766,454.70 5,695,097.89 -86.54% Decrease in government grants received by the Company Return on investment 8,663,940.64 5,503,903.85 57.41% Increase in dividends received by the Company from the Bank of Jiangsu Income tax expense 23,705,272.54 5,108,476.05 364.04% Increase in gains on changes in fair value Credit impairment losses -13,804,149.22 -7,335,779.05 —— Allowances for doubtful accounts receivable established based on aging Asset impairment losses -7,356,415.78 -17,398,507.67 —— Decrease in losses on the impairment of assets such as inventories Net profit attributable to shareholders of the Company as the parent 105,710,713.42 38,953,778.68 171.37% Increase in sales revenue, as well as increase in gains on changes in the fair value of shares held by the Company’s wholly-owned subsidiary Changzhou Horizon Investment Co., Ltd. in Liance Technology, Kailong High Tech, etc., as well as of equity interests held by the Company in Jiangsu Horizon New Energy Technology Co., Ltd. 3. Consolidated Cash Flow Statement Items for Q1~Q3 Item Q1~Q3 2021 Q1~Q3 2020 Change (%) Explanation of why (RMB) (RMB) Net cash generated from/used in operating activities -316,185,740.11 17,685,800.21 —— The Company properly allowed customers’ buying on credit for more markets Net cash generated from/used in investing activities -427,869,678.24 -104,621,999.67 —— Large investments in construction in progress of Changchai Machinery, and investments of the Company and its subsidiaries in wealth management instruments with idle funds Net cash generated from/used in financing activities 612,388,654.75 -2,280,722.28 —— Receipt of funds raised in a private placement II Shareholder Information (I) Numbers of Ordinary Shareholders and Preference Shareholders with Resumed Voting Rights as well as Holdings of Top 10 Shareholders Unit: share Number of ordinary shareholders 51,043 Number of preference shareholders with resumed voting rights (if any) 0 Top 10 shareholders Name of shareholder Nature of shareholder Shareholding percentage Total shares held Restricted shares held Shares in pledge, marked or frozen Status Shares Changzhou Investment Group Co., Ltd. State-owned corporation 32.26% 227,663,417 56,818,181 Nuode Fund- Huazhang Tiandi Media Investment Co., Ltd.-Nuode Fund Pujiang No.64 Single Asset Management Plan Other 1.61% 11,363,636 11,363,636 China National Gold Group Asset Management Co., Ltd. State-owned corporation 1.51% 10,681,818 10,681,818 Chen Beiwen Domestic individual 1.03% 7,272,727 7,272,727 Enjoy(Ningbo)Ass Other 0.97% 6,818,181 6,818,181 et Management L.P.-Enjoy Yingshanhong No.9 Private Securities Investment Fund Changzhou Transportation Construction Investment Development Co., Ltd. State-owned corporation 0.67% 4,745,454 4,545,454 Yao Jianquan Domestic individual 0.64% 4,545,454 4,545,454 Sun Meichun Domestic individual 0.64% 4,545,454 4,545,454 Jiangxi Jintou Industrial Development Co., Ltd. Domestic non-state-owned corporation 0.64% 4,545,454 4,545,454 Minmetals Securities Co., Ltd. Domestic non-state-owned corporation 0.64% 4,545,454 4,545,454 Top 10 unrestricted shareholders Name of shareholder Unrestricted ordinary shares held Shares by class Class Shares Chen Jian 3,492,700 RMB-denominated ordinary share 3,492,700 KGI ASIA LIMITED 3,101,695 Domestically listed foreign share 3,101,695 Li Suinan 1,548,100 Domestically listed foreign share 1,548,100 Huang Guoliang 1,528,891 Domestically listed foreign share 1,528,891 Wang Zefeng 1,386,747 RMB-denominated ordinary share 1,386,747 Lu Zhang 1,337,012 Domestically listed foreign share 1,337,012 Tao Xiaofang 1,240,000 RMB-denominate 1,240,000 d ordinary share Xue Hong 1,240,000 Domestically listed foreign share 1,240,000 Chen Xiaojing 1,195,800 RMB-denominated ordinary share 1,195,800 Zhang Baoshan 1,150,000 RMB-denominated ordinary share 1,150,000 Related or acting-in-concert parties among the shareholders above It is unknown whether there is among the top 10 public shareholders and the top 10 unrestricted public shareholders any related parties or acting-in-concert parties as defined in the Administrative Measures for Information Regarding Shareholding Alteration. Top 10 shareholders engaged in securities margin trading (if any) Chen Jian, Wang Zefeng and Chen Xiaojing respectively held 1,966,800, 1,386,747 and 1,194,000 shares in the Company through their credit accounts. III Other Significant Events √ Applicable □ Not applicable 1. Non-public offering of shares On 9 April 2020, the 24th meeting of the 8th board of directors of the Company discussed and approved the Non-public Offering Plan of the Company for 2020. The Company intended to make non-public issuance of domestic common shares listed in RMB to specific objects, and this matter was approved by the controlling shareholder Changzhou Investment Group Co., Ltd. and was reviewed and adopted in the meeting of shareholders of 2019. On 18 September 2020, the temporary meeting of the board of directors of the Company discussed and approved the relevant revision matters concerning non-public issuance of shares, the Company supplemented and improved the foresaid plan according to the relevant revision matters, and prepared the Non-public Offering Plan of the Company for 2020 (Revision Version), which was discussed and approved in the second temporary meeting of shareholders in 2020. On 17 December 2020, the Company received the Reply concerning the Approval of the Non-public Offering of Shares of Changchai Company, Limited (ZJXK [2020] No. 3374) from the China Securities Regulatory Commission, which approved the non-public offering of up to 168,412,297 shares of the Company. The Company's offered 144,318,181 RMB ordinary shares (A shares) in a non-public manner. The issuing price was RMB4.40 per share, total amount raised was RMB634,999,936.40, and the net amount raised was RMB622,499,996.40. The new shares issued in a non-public manner were listed on the Shenzhen Stock Exchange on 5 July 2021. For details, please refer to the Report on Non-public Offering by Changchai Company, Limited and Listing Bulletin disclosed by the Company on www.cninfo.com.cn on 1 July 2021. The Company has completed the capital registration, industrial and commercial registration of changes, and revision of articles of association. IV Quarterly Financial Statements (I) Financial Statements 1. Consolidated Balance Sheet Prepared by Changchai Company, Limited 30 September 2021 Unit: RMB Item 30 September 2021 31 December 2020 Current assets: Monetary assets 672,734,056.90 760,728,222.85 Settlement reserve Loans to other banks and financial institutions Held-for-trading financial assets 321,347,440.00 11,500,272.00 Derivative financial assets Notes receivable 346,652,281.02 600,140,938.05 Accounts receivable 1,033,370,187.93 397,154,016.49 Receivables financing Prepayments 10,885,260.69 9,357,840.75 Premiums receivable Reinsurance receivables Receivable reinsurance contract reserve Other receivables 4,002,431.93 6,212,062.80 Including: Interest receivable Dividends receivable Financial assets purchased under resale agreements Inventories 589,150,932.87 606,680,340.55 Contract assets Assets held for sale Current portion of non-current assets Other current assets 19,625,671.20 27,299,362.72 Total current assets 2,997,768,262.54 2,419,073,056.21 Non-current assets: Loans and advances to customers Debt investments Other debt investments Long-term receivables Long-term equity investments Investments in other equity instruments 829,767,691.82 685,137,950.87 Other non-current financial assets 234,801,290.76 98,732,938.63 Investment property 44,583,070.43 46,239,326.03 Fixed assets 415,214,477.96 454,181,555.68 Construction in progress 117,018,095.85 66,502,432.41 Productive living assets Oil and gas assets Right-of-use assets Intangible assets 155,021,871.48 158,870,631.71 Development costs Goodwill Long-term prepaid expense 65,002.89 13,693.20 Deferred income tax assets 4,231,873.15 4,231,873.15 Other non-current assets 63,853,284.81 19,971,006.56 Total non-current assets 1,864,556,659.15 1,533,881,408.24 Total assets 4,862,324,921.69 3,952,954,464.45 Current liabilities: Short-term borrowings 12,000,000.00 22,000,000.00 Borrowings from the central bank Loans from other banks and financial institutions Held-for-trading financial liabilities Derivative financial liabilities Notes payable 656,796,159.50 595,346,000.00 Accounts payable 587,456,913.85 612,757,392.46 Advances from customers 661,612.17 Contract liabilities 37,772,926.63 35,944,517.15 Financial assets sold under repurchase agreements Customer deposits and deposits from other banks and financial institutions Payables for acting trading of securities Payables for underwriting of securities Employee benefits payable 14,007,846.80 50,127,161.47 Taxes and levies payable 4,044,397.46 2,869,485.41 Other payables 235,066,490.82 197,545,076.08 Including: Interest payable Dividends payable 3,891,433.83 3,891,433.83 Fees and commissions payable Reinsurance payables Liabilities directly associated with assets held for sale Current portion of non-current liabilities Other current liabilities 6,106,039.32 5,233,947.12 Total current liabilities 1,553,250,774.38 1,522,485,191.86 Non-current liabilities: Insurance contract reserve Long-term borrowings Bonds payable Including: Preference shares Perpetual bonds Lease liabilities Long-term payables Long-term employee benefits payable Provisions Deferred income 42,179,737.60 56,949,737.60 Deferred income tax liabilities 124,661,259.24 80,671,598.82 Other non-current liabilities Total non-current liabilities 166,840,996.84 137,621,336.42 Total liabilities 1,720,091,771.22 1,660,106,528.28 Owners’ equity: Share capital 705,692,507.00 561,374,326.00 Other equity instruments Including: Preference shares Perpetual bonds Capital reserves 640,676,218.40 164,328,665.43 Less: Treasury stock Other comprehensive income 548,418,038.05 425,482,758.24 Specific reserve 18,812,986.55 18,812,986.55 Surplus reserves 325,451,531.14 325,451,531.14 General reserve Retained earnings 883,609,793.08 777,899,079.66 Total equity attributable to owners of the Company as the parent 3,122,661,074.22 2,273,349,347.02 Non-controlling interests 19,572,076.25 19,498,589.15 Total owners’ equity 3,142,233,150.47 2,292,847,936.17 Total liabilities and owners’ equity 4,862,324,921.69 3,952,954,464.45 Legal representative: Shi Xinkun General Manager: Zhang Xin Head of the accounting department: Jiang He 2. Consolidated Income Statement for Q1~Q3 Unit: RMB Item Q1~Q3 2021 Q1~Q3 2020 1. Revenues 1,981,354,126.38 1,751,860,265.23 Including: Operating revenue 1,981,354,126.38 1,751,860,265.23 Interest income Insurance premium income Fee and commission income 2. Costs and expenses 1,942,537,176.98 1,694,490,647.57 Including: Cost of sales 1,709,842,352.28 1,468,409,717.46 Interest expense Fee and commission expense Surrenders Net insurance claims paid Net amount provided as insurance contract reserve Expenditure on policy dividends Reinsurance premium expense Taxes and levies 9,599,626.55 9,673,762.22 Selling expense 97,211,507.42 102,089,329.05 Administrative expense 69,073,749.70 57,818,820.36 R&D expense 55,986,252.72 49,447,182.62 Finance costs 823,688.31 7,051,835.86 Including: Interest expense 5,806,935.93 5,384,379.68 Interest income 7,246,601.53 4,563,438.25 Add: Other income 766,454.70 5,695,097.89 Return on investment (“-” for loss) 8,663,940.64 5,503,903.85 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) 101,609,123.57 Credit impairment loss (“-” for loss) -13,804,149.22 -7,335,779.05 Asset impairment loss (“-” for loss) -7,356,415.78 -17,398,507.67 Asset disposal income (“-” for loss) 6,459.16 181,780.55 3. Operating profit (“-” for loss) 128,702,362.47 44,016,113.23 Add: Non-operating income 1,268,521.68 628,068.52 Less: Non-operating expense 481,411.09 424,278.65 4. Gross profit (“-” for loss) 129,489,473.06 44,219,903.10 Less: Income tax expense 23,705,272.54 5,108,476.05 5. Net profit (“-” for net loss) 105,784,200.52 39,111,427.05 5.1 By operating continuity 5.1.1 Net profit from continuing operations (“-” for net loss) 105,784,200.52 39,111,427.05 5.1.2 Net profit from discontinued operations (“-” for net loss) 5.2 By ownership 5.2.1 Net profit attributable to owners of the Company as the parent 105,710,713.42 38,953,778.68 5.2.1 Net profit attributable to non-controlling interests 73,487.10 157,648.37 6. Other comprehensive income, net of tax 122,935,279.81 22,732,693.67 Attributable to owners of the Company as the parent 122,935,279.81 22,732,693.67 6.1 Items that will not be reclassified to profit or loss 122,935,279.81 22,732,693.67 6.1.1 Changes caused by remeasurements on defined benefit schemes 6.1.2 Other comprehensive income that will not be reclassified to profit or loss under the equity method 6.1.3 Changes in the fair value of investments in other equity instruments 122,935,279.81 22,732,693.67 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 other debt investments 6.2.3 Other comprehensive income arising from the reclassification of financial assets 6.2.4 Credit impairment allowance for other debt investments 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 228,719,480.33 61,844,120.72 Attributable to owners of the Company as the parent 228,645,993.23 61,686,472.35 Attributable to non-controlling interests 73,487.10 157,648.37 8. Earnings per share 8.1 Basic earnings per share 0.1734 0.0694 8.2 Diluted earnings per share 0.1734 0.0694 Legal representative: Shi Xinkun General Manager: Zhang Xin Head of the accounting department: Jiang He 3. Consolidated Cash Flow Statement for Q1~Q3 Unit: RMB Item Q1~Q3 2021 Q1~Q3 2020 1. Cash flows from operating activities: Proceeds from sale of commodities and rendering of services 1,631,589,730.09 1,611,643,141.67 Net increase in customer deposits and deposits from other banks and financial institutions 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, fees and commissions received Net increase in loans from other banks and financial institutions Net increase in proceeds from repurchase transactions Net proceeds from acting trading of securities Tax and levy rebates 33,014,359.71 21,886,374.72 Cash generated from other operating activities 10,218,300.82 11,604,073.90 Subtotal of cash generated from operating activities 1,674,822,390.62 1,645,133,590.29 Payments for commodities and services 1,610,525,132.37 1,284,823,979.81 Net increase in loans and advances to customers Net increase in deposits in the central bank and other banks and financial institutions Payments for claims on original insurance contracts Net increase in loans to other banks and financial institutions Interest, fees and commissions paid Policy dividends paid Cash paid to and for employees 253,758,615.93 220,889,699.06 Taxes and levies paid 31,954,409.88 32,562,156.11 Cash used in other operating activities 94,769,972.55 89,171,955.10 Subtotal of cash used in operating activities 1,991,008,130.73 1,627,447,790.08 Net cash generated from/used in operating activities -316,185,740.11 17,685,800.21 2. Cash flows from investing activities: Proceeds from disinvestment 28,222,100.00 29,773,443.16 Return on investment 8,762,954.14 5,503,903.85 Net proceeds from the disposal of fixed assets, intangible assets and other long-lived assets 815,419.17 108,370.88 Net proceeds from the disposal of subsidiaries and other business units Cash generated from other investing activities 97,150.00 Subtotal of cash generated from investing activities 37,800,473.31 35,482,867.89 Payments for the acquisition of fixed assets, intangible assets and other long-lived assets 120,898,051.55 114,151,611.40 Payments for investments 344,772,100.00 25,022,956.16 Net increase in pledged loans granted Net payments for the acquisition of subsidiaries and other business units Cash used in other investing activities 930,300.00 Subtotal of cash used in investing activities 465,670,151.55 140,104,867.56 Net cash generated from/used in investing activities -427,869,678.24 -104,621,999.67 3. Cash flows from financing activities: Capital contributions received 634,999,996.40 Including: Capital contributions by non-controlling interests to subsidiaries Borrowings received 7,000,000.00 20,000,000.00 Cash generated from other financing activities 1,391,000.00 Subtotal of cash generated from financing activities 643,390,996.40 20,000,000.00 Repayment of borrowings 17,000,000.00 20,000,000.00 Interest and dividends paid 1,307,343.28 2,280,722.28 Including: Dividends paid by subsidiaries to non-controlling interests Cash used in other financing activities 12,694,998.37 Subtotal of cash used in financing activities 31,002,341.65 22,280,722.28 Net cash generated from/used in financing activities 612,388,654.75 -2,280,722.28 4. Effect of foreign exchange rates changes on cash and cash equivalents -401,452.02 5. Net increase in cash and cash equivalents -131,666,763.60 -89,618,373.76 Add: Cash and cash equivalents, beginning of the period 629,939,540.50 545,959,998.20 6. Cash and cash equivalents, end of the period 498,272,776.90 456,341,624.44 Legal representative: Shi Xinkun General Manager: Zhang Xin Head of the accounting department: Jiang He (II) Adjustments to the Financial Statements 1. Adjustments to the Financial Statements at the Beginning of the First Execution Year of the New Standards Governing Leases from 2021 □ Applicable √ Not applicable 2. Retrospective Restatement of Previous Comparative Data due to the First Execution of the New Standards Governing Leases from 2021 □ Applicable √ Not applicable (III) Independent Auditor’s Report Indicate by tick mark whether the financial statements above have been audited by an independent auditor. □ Yes √ No These financial statements have not been audited by such an auditor. The Board of Directors Changchai Company, Limited 29 October 2021 中财网
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