Changchai Company, Limited SEMI-Financial Report For the Year 2025 I Auditor's Report Whether the Semi-Annual Report is Audited □Yes √No The Company's semi-annual financial statements are unaudited. II Financial Statements Currency unit for the financial statements and the notes thereto: RMB 1. Consolidated Balance Sheet Prepared by Changchai Company, Limited 30 June 2025 Unit: RMB | Item | Closing balance | Opening balance | | --- | --- | --- | | Current assets: | | | | Monetary assets | 858,358,461.42 | 1 ...

Group 1 - The board of directors of Changchai Co., Ltd. held its fourth temporary meeting on July 21, 2025, with all 8 directors present, confirming compliance with relevant laws and regulations [1][2]. - The board approved the proposal to elect Mr. Shen Zhe as a non-independent director candidate for the tenth board, pending approval at the upcoming shareholders' meeting [1][2]. - The board agreed to sign a compensation agreement with the Changzhou Zhonglou District Housing and Urban-Rural Development Bureau for the acquisition of street-level shops, with a total compensation amount of 48,787,724.00 yuan [2][3]. - The board decided to hold the second temporary shareholders' meeting on August 6, 2025 [2][3]. Group 2 - The proposal for the election of a non-independent director has already been approved by the first special meeting of independent directors and will be submitted to the second temporary shareholders' meeting for review [2]. - The details of the compensation agreement and the notice for the upcoming shareholders' meeting will be published on the company's official information disclosure platform [2][3].

Group 1 - The Supervisory Board of Changchai Co., Ltd. held its third temporary meeting on July 21, 2025, via telecommunication, with all five members present [1][2] - The meeting approved the proposal to sign the compensation agreement for the expropriation of the headquarters street-side shops, based on an asset appraisal report, which was deemed objective and reasonable [1][2] - The proposal requires further review by the company's second temporary shareholders' meeting in 2025 [2] Group 2 - The voting results for the proposal were unanimous, with 5 votes in favor, 0 abstentions, and 0 against [2] - The decision-making process for the compensation agreement was confirmed to be legal and compliant with relevant regulations [1] - The details of the proposal are available on the company's official information disclosure platform [2]

Meeting Details - The second extraordinary general meeting of shareholders for 2025 will be held on August 6, 2025, at 14:30 [1] - Network voting will be available on the Shenzhen Stock Exchange trading system from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 on the same day [1] Attendance Requirements - B-share shareholders must purchase shares by July 29, 2025, to attend the meeting [2] - All shareholders registered by the close of business on August 1, 2025, are entitled to attend and vote [2][5] - Various parties, including directors, supervisors, and legal representatives, are allowed to attend [2] Voting Procedures - Shareholders can vote in person or authorize others to attend and vote on their behalf [1][5] - Specific procedures for network voting are outlined, including the need for identity verification and the use of designated voting systems [7][10] Registration Information - Registration for the meeting can be done in person or via mail/fax, with a deadline of August 5, 2025, at 17:00 [5] - The registration location is specified as the board secretary's office of Changchai Co., Ltd. [5] Proposal Details - The meeting will include non-cumulative voting proposals, with specific items listed for shareholder approval [4][8] - Shareholders must adhere to voting limits based on their shareholdings, especially for cumulative voting proposals [7][8]

Group 1 - The board of directors of Changchai Co., Ltd. held its third temporary meeting on June 9, 2025, via communication methods, in compliance with legal and regulatory requirements [1] - The board approved the merger proposal where Changzhou Changchai Benniu Diesel Engine Parts Co., Ltd. will be absorbed by Changzhou Changniu Machinery Co., Ltd. through a complete merger, inheriting all assets, liabilities, and rights [1] - The voting results for the merger proposal were unanimous with 8 votes in favor, 0 abstentions, and 0 against [1] Group 2 - The independent legal status of Changchai Benniu will be canceled after the merger, while Changniu will continue its normal operations [1] - Additional details regarding the merger can be found in the announcement published on the Giant Tide Information Network [2] - The board's resolution document from the meeting is available for review [2]

Group 1 - The company approved the merger of its wholly-owned subsidiary, Changzhou Changchai Benniu Diesel Engine Parts Co., Ltd., with its wholly-owned subsidiary, Changzhou Changniu Machinery Co., Ltd., through an absorption merger [1] - The merger will not constitute a related party transaction or a major asset restructuring as defined by relevant regulations [1] - The merger is aimed at internal restructuring and resource integration, aligning with the company's development strategy of "integrating resources for enhanced efficiency" [4] Group 2 - The absorbing company, Changzhou Changniu Machinery Co., Ltd., had total assets of approximately 166.78 million yuan and total liabilities of approximately 124.02 million yuan as of December 31, 2024 [2] - The absorbed company, Changzhou Changchai Benniu Diesel Engine Parts Co., Ltd., had total assets of approximately 92.40 million yuan and total liabilities of approximately 55.18 thousand yuan as of December 31, 2024 [2] - The merger will not affect the company's consolidated financial statements or profit [4]

Group 1 - The company approved a profit distribution plan at the annual shareholders' meeting held on May 8, 2025, which includes a cash dividend of 0.10 RMB per 10 shares based on a total share capital of 705,692,507 shares as of December 31, 2024, amounting to a total cash distribution of 7,056,925.07 RMB [1][2] - No bonus shares will be issued, and there will be no capital reserve fund conversion into share capital [1][2] - The cash dividend will be distributed to all shareholders, with specific tax treatments for different categories of shareholders, including QFII, RQFII, and individual investors [1][2] Group 2 - The A-share equity registration date is set for May 20, 2025, with the ex-dividend date also on May 20, 2025 [2][3] - The B-share equity registration date is the same as the A-share, with the ex-dividend date also on May 20, 2025 [2][3] - Cash dividends for A-share shareholders will be credited to their accounts, while B-share dividends will be directly transferred to the accounts of shareholders through their custodial securities companies or banks on May 23, 2025 [3][4] Group 3 - B-share dividends will be converted to Hong Kong dollars based on the exchange rate published by the People's Bank of China on May 9, 2025, at a rate of 1 RMB = 0.9276 HKD [2][3] - Shareholders who are not domestic individual shareholders or non-resident enterprises and have had taxes withheld on their dividends should contact the company by June 30, 2025, to provide relevant materials for tax refund assistance [4]

Financial Performance - The company reported a basic earnings per share of 0.0620 yuan for Q1 2025, representing a 35.08% increase compared to 0.0459 yuan in Q1 2024 [1] - The net profit for Q1 2025 was 0.44 billion yuan, up 37.5% from 0.32 billion yuan in Q1 2024 [1] - The return on equity (ROE) improved to 1.29% in Q1 2025 from 0.95% in Q1 2024, marking a 35.79% increase [1] Shareholder Structure - The top ten unrestricted shareholders collectively hold 25,038.1 million shares, accounting for 35.47% of the circulating shares, with an increase of 501.89 million shares compared to the previous period [1] - The largest shareholder, Changzhou Investment Group Co., Ltd., holds 22,766.34 million shares, representing 32.26% of the total share capital, with no change in holdings [2] - New entrants among the top shareholders include Huashang Zhenxuan Return Mixed A and Huashang Yuanjian Value Mixed A, while several previous shareholders have exited the top ten [2] Dividend Policy - The company has decided not to distribute dividends or transfer shares in the current period [3]

Financial Performance - The company's basic earnings per share decreased by 82.95% to 0.0262 yuan in 2024 from 0.1537 yuan in 2023 [1] - Net profit fell by 83.33% to 0.18 billion yuan in 2024 compared to 1.08 billion yuan in 2023 [1] - Operating revenue increased by 12.06% to 24.16 billion yuan in 2024 from 21.56 billion yuan in 2023 [1] - The return on equity dropped to 0.55% in 2024 from 3.19% in 2023, a decline of 82.76% [1] Shareholder Structure - The top ten unrestricted shareholders hold a total of 24,536.21 million shares, accounting for 34.78% of the circulating shares, with a decrease of 755,900 shares compared to the previous period [1] - Changzhou Investment Group Co., Ltd. remains the largest shareholder with 22,766.34 million shares, unchanged from the previous report [2] - New entrants among the top shareholders include Wan Shuiqing and Wang Ying, while Wu Chunhua, Chen Hengjun, and Xue Hong have exited the top ten [2] Dividend Distribution - The company announced a dividend distribution of 0.1 yuan per share (including tax) [3]

二、注销事项进展情况 证券代码：000570、200570 证券简称：苏常柴 A、苏常柴 B 公告编号：2025-006 常柴股份有限公司 关于全资子公司之间吸收合并的进展公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整， 没有虚假记载、误导性陈述或重大遗漏。 一、吸收合并事项概述 常柴股份有限公司（以下简称"公司"）于 2024 年 11 月 22 日 召开了董事会 2024 年第五次临时会议，以 9 票赞成、0 票反对、0 票 弃权的表决结果，审议通过了《关于常州常柴厚生农业装备有限公司 与常州富士常柴罗宾汽油机有限公司合并的议案》。董事会同意全资 子公司常州富士常柴罗宾汽油机有限公司（以下简称"常柴罗宾"） 通过整体吸收合并的方式，承继全资子公司常州常柴厚生农业装备有 限公司（以下简称"厚生农装"）全部资产、负债、业务及其他一切 权利和义务。合并完成后常柴罗宾继续正常经营，厚生农装独立法人 资格注销。具体内容详见公司于 2024 年 11 月 23 日披露的《关于全 资子公司之间吸收合并的公告》（公告编号：2024-036）。 近日，公司收到了常州高新技术产业开发区（新北区）政府服务 管理 ...