1、 1 CHANGCHAI COMPANY,LIMITED SEMI-ANNUAL REPORT 2006 Important Notice The Board of Directors,the Supervisory Committee,directors,supervisors and senior executives of the Changchai Company,Limited(hereinafter referred to as the Company)individually and collectively accept responsibility for the corre
2、ctness,accuracy and completeness of the contents of this report and confirm that there are no material omissions nor errors which would render any statement misleading.Director Mr.Qian shufa was absent from the Board meeting due to business trip,entrusted Director Mr.Shi jianchun to vote on his beha
3、lf.Person in charge of the Company Mr.Zhang Junyuan,person in charge of the accounting Mr.Xue Guojun and person in charge of accounting organ Mr.T ang Jianzhong hereby confirm that the Financial Report enclosed in this Semi-annual Report is true and complete.The semi-annual financial report 2006 of
4、the Company was not audited.2 Contents.Company Profile-3.Major Financial Data and Indexes-4.Changes in Share Capital and Particulars about Shares Held by the Main Shareholders-5.Particulars about Directors,Supervisors and Senior Executives-7.Discussion and Analysis of the Management-7.Significant Ev
5、ents-8.Financial Report-11.Documents Available for Reference-22 3I.Company Profile 1.Legal Name of the Company In Chinese:In English:CHANGCHAI COMPANY,LIMITED Abbr.:CHANGCHAI CO.,LTD.2.Stock Exchange Listed with:Shenzhen Stock Exchange Short Form of the Stock:G Changchai A Stock Code:000570 Su Chang
6、chai B 200570 3.Registered/Office Address:No.123,Huaide Middle Road,Changzhou,Jiangsu,and P.R.C.Post Code:213002 Internet Website:http:/E-mail:4.Legal Representative:Mr.Zhang Junyuan 5.Secretary of the Board of Directors:Mr.Shi Jianchun Securities Affairs Representative:Mr.He Jianjiang Contact Addre
7、ss:No.123,Huaide Middle Road,Changzhou,Jiangsu,and P.R.C.Tel:(86)519-6603656-3155,6610041,6600448 Fax:(86)519-6630954 E-mail:,6.Newspapers Chosen by the Company for Disclosing Information:Securities Times and Ta Kung Pao The Place Where the Semi-annual Report is Prepared and Placed:Secretariat of th
8、e Board Internet Website Designated by CSRC for Publishing the Semi-annual Report of the Company:http:/7.Other Relevant Information of the Company(1)Initial registration date:May 5,1994;The authority registered with:Changzhou Municipal Administration Bureau for Industry and Commence(2)The changed re
9、gistration date:July 3,2002 The authority registered with:Jiangsu Provincial Administration Bureau for Industry and Commence(3)R egistered number of the business license for enterprise legal person:3200001103367(1/2)(4)Registered number of tax:320401137155863(5)Name of the Certified Public Accountan
10、ts engaged by the Company:Domestic:Jiangsu Gongzheng Certified Public Accountants Office address:5/F,Tower A of Henry Bldg.,No.1,Hualong Lane,Changzhou,Jiangsu International:Horwath Hong Kong CPA Limited Address:Room 2001,Central Plaza,18 Harbour Road,Wan Chai,Hong Kong 4 II.Major financial data and
11、 indexes(1)Total profit and its composing as of the first half year of 2006 Unit:RMB Items Jun.30,2006 Dec.31,2005 Current assets 1,029,893,609.45 1,125,991,387.9 6 Current liabilities 779,013,928.23 907,938,127.25 Total assets 1,717,346,484.20 1,830,769,349.58 Shareholders equity(excluding minority
12、 interest)917,665,188.92 902,221,137.20 Net assets per share(RMB)2.45 2.41 Net assets per share after adjustment(RMB)2.12 2.05 Items Jan.to Jun.2006 Jan.to Jun.2005 Net profit 34,329,454.51 17,691,677.08 Net profit after deducting non-recurring gains and losses 36,777,515.26 18,288,339.42 Net cash f
13、low arising from operating activities 162,751,437.77 105,654,167.05 Return on equity(%)3.74 2.03 Earnings per share(RMB)0.092 0.047*Items of deducting non-recurring gains and losses Amount Net income/expense of non-operating-2,828,773.48 Subsidy income 300,000.00 Investment income 65,076.07 Switchin
14、g back various reserve for impairment losses allotted in the previous years 15,636.66 Total-2,448,060.75(2)Impact on net profit and net assets after adjustment under IAS:(Unit:RMB)CAS IAS Net profit 34,329,454.51 34,329,454.51 Explanation of the difference Net profit As per Chinese Accounting Standa
15、rds 34,329,454.51 Net income of selling affiliated company Writing off the unconfirmed investment loss Writing off the minority interest Others As per International Accounting Standards 34,329,454.51(3)The profit calculated according to the Reporting Regulations on the Information Disclosure of Comp
16、anies Publicly Issuing Shares(No.9)released by CSRC Supplementary statement of profit Return on equity(%)Earnings per share(RMB)Fully diluted Weighted average Fully diluted Weighted average Profit from main operations 13.97 14.08 0.342 0.342 Operating profit 4.03 4.07 0.099 0.099 Net profit 3.74 3.7
17、7 0.092 0.092 Net profit after deducting non-recurring gains and losses 4.01 4.04 0.098 0.098 5.Changes in Share Capital and Particulars about Shares Held by Main Shareholders 1.Statement of change in the Companys shares In the report period,the Companys shares were changed due to implementation of
18、share merger reform as follows:Before the change Change in this time(+,-)After the change Number(share)Proportion(%)Bonus share(share)Number(share)Proportion(%)I.Shares with conditional sales 163,224,200 43.61-35,528,112 127,696,088 34.12 1.Shares held by the State 153,160,000 40.92-35,528,176 117,6
19、31,824 31.43 2.Shares held by state-owned legal person 3.Shares held by other domestic investors 10,064,200 2.69+64 10,064,264 2.69 Including:Shares held by domestic legal persons 10,064,000 2.69 0 10,064,000 2.69 Shares held by domestic natural persons Shares held by senior executives 200+64 264 4.
20、Shares held by foreign investors Including:Shares held by foreign legal persons Shares held by foreign natural persons II.Shares without conditional sales 211,025,351 56.39+35,528,112 246,553,463 65.88 1.RMB ordinary shares 111,025,351 29.67+35,528,112 146,553,463 39.16 2.Domestically listed foreign
21、 shares 100,000,000 26.72 0 100,000,000 26.72 3.Overseas listed f oreign shares 4.Others III.Total shares 374,249,551 100 0 374,249,551 100 2.Total shareholders Ended June 30,2006,the Company has 67,172 shareholders in total,including 52,015 domestic shareholders with total domestic shares of 274,24
22、9,551 and 15,157 foreign shareholders with total foreign shares of 100,000,000.3.Particulars about shares held by the top ten shareholders Particulars about shares held by the top ten shareholders Name of Shareholder Nature of shareholders Proportion(%)Total number of shares held Number of shareswit
23、h conditional sales held Share pledged or frozen 1.STATE-OWNED ASSETS State shareholder 31.43 117,631,824 117,631,824 0 6SUPERVISION AND ADMINISTRATION COMMISSION OF CHANGZHOU MUNICIPAL GOVERNMENT 2.WUJIN DIESEL ENGINEER BLOCK FACTORY Legal person shareholder 1.42 5,330,000 5,330,000 0 3.DBS VICKERS
24、(HONG KONG)LTD A/C CLIENTS Foreign shareholder 0.59 2,215,061 0 Unknown 4 BENNIU AGRICULTURAL MACHINERY FACTORY Legal person shareholder 0.47 1,760,000 1,760,000 0 5.ZHENG FAN Foreign shareholder 0.39 1,461,800 0 Unknown 6.XIE XIAO PENG Foreign shareholder 0.26 979,582 0 Unknown 7.SONG MING QIN Trad
25、able shareholder 0.23 855,159 0 Unknown 8.TOYO SECURITIES ASIA LIMITED-A/C CLIENT.Foreign shareholder 0.21 793,900 0 Unknown 9.XU BIN SHENG Foreign shareholder 0.19 722,550 0 Unknown 10.LIN JUN Tradable shareholder 0.19 700,000 0 Unknown Particulars about shares held by the top ten shareholders with
26、out conditional sales Name of shareholders Number of holding shares without conditional sales Natural of equity 1.DBS VICKERS(HONG KONG)LTD A/C CLIENTS 2,215,061 B-share 2.ZHENG FAN 1,461,800 B-share 3.XIE XIAO PENG 979,582 B-share 4.SONG MING QIN 855,159 A-share 5.TOYO SECURITIES ASIA LIMITED-A/C C
27、LIENT.793,900 B-share 6.XU BIN SHENG 722,550 B-share 7.LIN JUN 700,000 A-share 8.CHEN YONG QUAN 663,695 B-share 9.ZHANG XIN 566,840 A-share 10.SHEN YUAN QIN 535,800 B-share Explanation on associated relationship among the top ten shareholders or acting-in-concert The Company was unknown whether ther
28、e is any associated relationship among the top ten shareholders of tradable share;or whether there is any action-in-concert among them as described by the Administrative R ules o n Information Disclosure about Changing of Shareholding Status.Notes:(1)In the report period,Changzhou Municipal State-ow
29、ned Assets Administrative Bureau,the first largest shareholder of the Company,has been changed into State-owned Assets Supervision and Administration Commission of Changzhou Municipal Government due to renaming.The details were published in Securities Times and Hong Kong Ta Kung Pao dated Apr.17,200
30、6.(2)In the report period,the Company implemented the share merger reform.State-owned Assets Supervision and Administration Commission of Changzhou Municipal Government paid consideration to tradable shareholders of A-share in order to achieve the circulating right,namely,tradable shareholders of A-
31、share would obtain the consideration of 3.2 shares for every 10 A shares with total consideration shares amounting to 35,528,176 shares in total.4.Number of shares held by the top ten shareholders with conditional sales and conditional sales 7Unit:share No.Name of shareholders with conditional sales
32、 Number of holding shares with conditional sales Date of listing for trade Number of additional shares could list for trade Conditional sales June 19,2007 18,712,478 June 19,2008 18,712,478 1 State-owned Assets Supervision and Administration Commission of Changzhou Municipal Government 117,631,824 J
33、une 19,2009 80,206,868 Note 1 2 Shareholders of raised legal persons shares 10,064,000 June 19,2007 10,064,000 Note 2 Note 1:No trading and transfer may be taken within 12 months as of the date when the share merger reform was implemented.After expiration of the aforesaid undertaking,State-owned Ass
34、ets Supervision and Administration Commission of Changzhou Municipal Government could sell original nontradable shares through listing and trad ing on Shenzhen S tock Exchange,but proportion of number of shares could be sold in total shares of the Company shall not exceed 5 percent within 12 months,
35、as well as not exceed 10 percent within 24 months.As long as number of shares sold through listing and trading on Shenzhen Stock Exchange reach one percent of total shares,the Company must disclose the public notice within two working days as of the date when the said fact happened,but could continu
36、e sell shares during the public notice.Note 2:No trading and transfer may be taken within 12 months as of the date when the share merger reform was implemented.5.State-owned Assets Supervision and Administration Commission of Changzhou Municipal Government is the controlling shareholder of the Compa
37、ny as non-legal person organ.IV.Particulars about Directors,Supervisors and Senior Executives 1.Particulars about changes in shares held by directors,supervisors and senior executives of the Company in the report period.Name Office title Original number of shares held Increase/decrease Number of sha
38、res held now Reason for change Wu Keyun Supervisor 200 64 264 Obtaining consideration in the share merger reform 2.Directors,supervisors and senior executives remained unchanged in the report period.V.Discussions and Analysis of the Management 1.Whole operation in the report period For the first hal
39、f year of 2006,the Company accumulatively sold various diesel engines and power generation sets amounting to 576,900 sets in total,a decrease of 1.65 percent over the same period of last year,including 37,600 multi-cylinder diesel engines,up 29 percent year-on-year.The Company realized sales revenue
40、s of RMB 978,870,900,an increase of 1.37 percent year-on-year and realized a net profit of RMB 34,329,500,up 94.04 percent year-on-year.8Through product structure adjustment in the recent years,the Companys sales proportion of multi-cylinder diesel engines with higher sales price has increased by a
41、large margin in the report period compared with the same period of last year,in respect of the market exploitation of multi-cylinder diesel engines supporting to automobiles,combine harvesters and wheeled tractors,the Company obtained the greater progress,so that net profit of the Company has increa
42、sed greatly over the same period of last year.2.Analysis of operation in the report period(1)Scope of main operations and its operation The Company belongs to the industry of machinery manufacturing,which is mainly engaged in manufacturing and sales of single-cylinder diesel engines,multi-cylinder d
43、iesel engines,fittings of diesels and power generation sets and etc.In the report period,the composing of the Companys income from main operations classified according to product is as follows:Indexes Income from main operations Cost of main operations Gross profit ratio Products Amount(RMB)Amount(R
44、MB)(%)Diesels engines and fittings 978,870,857.60 850,471,747.99 13.09 Total 978,870,857.60 850,471,747.99 13.09(2)Analysis on reason for significant changing in profitability capability of main operations in the report period:In the report period,the profitability capability of main operations has
45、enhanced because that sales proportion of multi-cylinder diesel engines wi th higher sales price has increased by a big margin,and gross profit ratio of products has risen.(3)There were no other operations that had exerted any significant influence upon the net profit in the report period.(4)Problem
46、s and difficulties encountered during operation The domestic market of three-wheel and four-wheel farm vehicles have shrunk,leading to the decrease in the sales quantity of the Companys single cylinder diesels for farm vehicles.The Company will adjust the product structure and increase the diesels f
47、or other areas.3.Investments made by the Company in the report period(1)The Company had not raised any fund during the past three years.(2)In the report period,there was no project invested with funds not raised.VI.Significant Events 1.Rectification of the administrative structure in the report peri
48、od In the report period,the Company has been improving its administrative structure according to normative documents like the Company Law and the Code of Corporate Governance for Listed Companies in China,etc,and has operated in compliance with relevant rules and standards.Right now,the administrati
49、ve structure of the Company has conformed to the normative documents on corporate administration of listed companies issued by the CSRC.2.In the report period,the Shareholders General Meeting 2005 has examined and approved the profit distribution plan for the year 2005,i.e.based upon the total 374,2
50、49,551 shares as at the end of 2005,distributing RMB 0.5(pretax)of cash dividend for each 10 shares to all shareholders.The Company published the“Public Notice on Dividend Distribution 2005”in Securities Times and Ta Kung Pao on May 25,2006.3.In the report period,the money involved in lawsuits and a
