长安Ｂ：2021年年度报告（英文版）.PDF

Chongqing Changan Automobile Company Limited 2021 Annual Report April 2022Chongqing Changan Automobile Company Limited 2021 Annual Report 1 Chapter 1 Important Notice, Contents, and Definitions 1. The Board of Directors (or the “Board”), the Supervisory Board as well as the directors, supervisors and senior managers of Chongqing Changan Automobile Co., Ltd. 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. 2. Zhu Huarong, the Companys legal representative, Zhang Deyong, the Companys Chief Financial Officer and Chen Jianfeng, the person-in-charge of the accounting organ hereby guarantee that the financial statements carried in this Report are factual, accurate and complete. 3. Except the following directors, all the directors have attended the board meeting for reviewing this Report. Name of the directors absent Positions Reasons for the absence Name of the Trustees Ye Wenhua Director Business trip Zhang Bo Zhou Kaiquan Director Business trip Wang Jun 4. Any prospective description such as future business plans and development strategies in this Report shall not be considered as the Companys commitment to investors. Investors and relevant persons shall be sufficiently mindful of risks, and undertake the difference in plans, predictions and commitment. 5. Section III “Management Discussion and Analysis” of this Report describes the possible risks and countermeasures of the Company, and investors shall pay attention to the relevant content. 6. The Board has approved a final dividend plan as follows: Based on 7,632,153,402 shares, a cash dividend of RMB 2.33 (tax included) per 10 shares is to be distributed to all shareholders, and 3 bonus shares for every 10 shares will be converted from the capital reserve. This Report have been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail. Chongqing Changan Automobile Company Limited 2021 Annual Report 2 CONTENTS Chapter 1 Important Notice, Contents, and Definitions . 1 Chapter 2 Company Profile and Main Financial Indexes . 4 Chapter 3 Management Discussion and Analysis . 8 Chapter 4 Corporate Governance . 32 Chapter 5 Environmental and Social Responsibility . 54 Chapter 6 Significant Events . 62 Chapter 7 Share Changes and Shareholder Information . 68 Chapter 8 Preference Shares . 74 Chapter 9 Bonds . 74 Chapter 10 Auditors Report . 76 Chongqing Changan Automobile Company Limited 2021 Annual Report 3 Documents Available for Reference I. Financial statements carrying the signatures and seals of the Companys legal representative, the Chief Financial Officer, and the person-in-charge of the accounting organ. . The 2021 Auditors Report stamped by the accounting firm and signed and stamped by chartered accountants. . During the reporting period, the original copies of all company documents and announcements publicly disclosed by the Company in China Securities Journal, Securities Times, Securities Daily, Shanghai Securities News, and Hong Kong Commercial Daily. IV. Annual Reports disclosed in other securities markets. Definitions Items Definitions Changan Auto, Changan Automobile, the Company Refers to Chongqing Changan Automobile Co., Ltd. CSG Refers to China South Industries Group Corporation, the Companys actual controller China Changan Refers to China Changan Automobile Group Co., Ltd., formerly known as China South Industries Automobile Co., Ltd., a subsidiary company of CSG Changan Industry Refers to Chongqing Changan Industry (Group) Co., Ltd., formerly known as Changan Automobile (Group) Co., Ltd., a subsidiary company of CSG Nanjing Changan Refers to Nanjing Changan Automobile Co., Ltd., a subsidiary company of the Company Hebei Changan Refers to Hebei Changan Automobile Co., Ltd., a subsidiary company of the Company Hefei Changan Refers to Hefei Changan Automobile Co., Ltd., a subsidiary company of the Company Changan Bus Refers to Baoding Changan Bus Co., Ltd., a subsidiary company of the Company CIC Refers to Chongqing Changan Automobile International Sale Service Co., Ltd., a subsidiary company of the Company Changan Ford Refers to Changan Ford Automobile Co., Ltd., a JV of the Company Changan Mazda Refers to Changan Mazda Automobile Co., Ltd., a JV of the Company CME Refers to Changan Mazda Engine Co., Ltd., a JV of the Company Jiangling Holding Refers to Jiangling Holding Co., Ltd., an associate of the Company Changan Finance Refers to Changan Automobile Financing Co., Ltd., an associate of the Company CSG Finance Refers to China South Industries Group Finance Co., Ltd., a subsidiary company of South Industries UPI Refers to United Prosperity Investment Co., Ltd., a subsidiary company of China Changan Chongqing Changan Automobile Company Limited 2021 Annual Report 4 Chapter 2 Company Profile and Main Financial Indexes I. Basic Information Stock abbreviation Changan Automobile, Changan B Stock Code 000625, 200625 Listed on Shenzhen Stock Exchange Company name in Chinese 重庆长安汽车股份有限公司 Chinese abbreviation 长安汽车 Company name in English Chongqing Changan Automobile Co., Ltd. Legal representative Zhu Huarong Registered address No. 260, East Jianxin Road Jiangbei District, Chongqing Post code of the registered address 400023 Office address No. 260, East Jianxin Road, Jiangbei District, Chongqing. Building T2, No. 2, Financial City, No. 61 Dongshengmen Road, Jiangbei District, Chongqing. Post code of the office address 400023 Website http:/ E-mail address . Contact Information Secretary of the Board of Directors Securities affairs representative Name Zhang Deyong, Li Jun Contact address Building T2, No. 2, Financial City, No. 61 Dongshengmen Road, Jiangbei District, Chongqing TEL 023-67594008 FAX 023-67866055 E-mail address . Information Disclosure and Filing Site Stock exchange website where this Report is disclosed http:/ Media and website where this Report is disclosed China Securities, Journal, Securities Times, Securities Daily, Shanghai Securities News, Hong Kong Commercial Daily and Place where this Report is lodged Board Office of the Company IV. Changes of Registration Information Organization Code 9150000020286320X6 Changes in the main business since the Companys listing Not applicable Changes of controlling shareholder since incorporation (if any) 1. In December 2005, according to the restructuring program on automobile business, the Companys actual controller, CSG transferred all state-owned shares of Changan Automobile (Group) Company Limited (“Changan Group”) as part of funding for China Chongqing Changan Automobile Company Limited 2021 Annual Report 5 South Industries Automobile Co., Ltd. In March 2006, all shares held by Changan Group have been transferred to China South Industries Automobile Co., Ltd. China South Industries Automobile Co., Ltd. became the majority shareholder of the Company, and Changan Group holds zero share since then. 2. In July 2009, with the approval of State Administration for Industry and Commerce, “China South Industries Automobile Co., Ltd.” changed its name to “China Changan Automobile Group Co., Ltd.”. No change occurred in its property, ownership and control of the Company. 3. In February 2019, “China Changan Automobile Group Co. Ltd.” changed its name to “China Changan Automobile Group Co., Ltd.” with the approval of Beijing Administration for Industry and Commerce. The company changed from a joint stock company to a limited liability company. V. Other Relevant Information The audit firm employed by the Company Name Ernst & Young Hua Ming LLP (Special General Partnership) Office address Level 16, Ernst & Young Tower, Oriental Plaza, No. 1 East Chang An Avenue, Dong Cheng District, Beijing, China Accountants writing signatures Qiao Chun, Yuan Yong The independent sponsor employed by the Company to exercise constant supervision over the Company in the reporting period Applicable Not applicable Name Office address Sponsor representative Supervision period CITIC Securities Co., Ltd. 21st Floor, CITIC Securities Building, No. 48 Liangmaqiao Road, Chaoyang District, Beijing He Yang, Chen Shumian October 26, 2020 - December 31, 2021 The independent financial advisor employed by the Company to exercise constant supervision over the Company in the reporting period Applicable Not applicable VI. Key Accounting Data and Financial Indexes Does the Company need to retrospectively adjust or restate the accounting data of previous years? Yes No Reason: Changes in accounting policies 2021 2020 YoY change (%) 2019 Original Restated Restated Original Restated Operating revenue (RMB) 105,141,877,237.05 84,565,544,146.58 84,565,544,146.58 24.33% 70,595,245,133.28 70,595,245,133.28 Net profit attributable to shareholders of the Company (RMB) 3,552,463,320.03 3,324,251,164.16 3,324,251,164.16 6.87% -2,646,719,356.53 -2,646,719,356.53 Net profit after deduction of non-recurring gains or losses attributable to shareholders of the Company(RMB) 1,652,771,338.77 -3,249,984,527.77 -3,249,984,527.77 150.85% -4,762,446,597.61 -4,762,446,597.61 Net cash flow from operating activities (RMB) 22,971,723,210.84 10,675,953,479.24 10,675,953,479.24 115.17% 3,881,748,238.39 3,881,748,238.39 Basic earnings per share (RMB/share) 0.47 0.68 0.48 -2.08% -0.55 -0.39 Diluted earnings per share (RMB/share) 0.46 non-applicable non-applicable - non-applicable non-applicable Weighted average ROE (%) 6.53% 7.13% 7.13% (0.60) ppts -5.86% -5.86% 31 December 2021 31 December 2020 YoY change 31 December 2019 Chongqing Changan Automobile Company Limited 2021 Annual Report 6 (%) Original Restated Restated Original Restated Total assets (RMB) 135,404,623,479.63 120,915,805,349.52 118,265,186,394.86 14.49% 97,617,053,590.38 94,994,082,789.76 Net assets attributable to shareholders of the Company (RMB) 55,732,932,103.72 53,410,193,236.09 53,410,193,236.09 4.35% 44,028,312,743.66 44,028,312,743.66 Reasons for changes in accounting policies and corrections of accounting errors In order to make the Companys accounting more accurate, objective and fair to reflect the Companys financial status and operating results, the Companys government subsidy accounting policy is changed from January 1, 2021, from the gross method to net method. For details, see Announcement on Changes in Accounting Policies (Announcement Number: 2021-43). The lower of the Companys net profit before and after deduction of non-recurring gains and losses in the most recent three fiscal years is negative, and the audits report of last year shows that the Companys ability to continue operations is uncertain. Yes No The lower of the net profit before and after non-recurring gains and losses is negative. Yes No VII. The Differences between Chinese Accounting Standards and International Financial Reporting Standards 1. Differences in net profit and net asset attributable to shareholders in financial report disclosed in accordance with International Financial Reporting Standards and Chinese Accounting Standards Applicable Not applicable No difference during the reporting period. 2. Differences of net profit and net assets disclosed in financial reports prepared under Overseas Financial Reporting Standards and Chinese Accounting Standards Applicable Not applicable No difference during the reporting period. 3. Reasons for differences in accounting data under Chinese Accounting Standards and International Financial Reporting Standards Applicable Not applicable VIII. Key Financial Indexes of 2021 by Quarter Unit: RMB First Quarter Second Quarter Third Quarter Forth Quarter Operating revenue 32,027,320,806.54 24,757,311,092.53 22,414,874,166.50 25,942,371,171.48 Net profit attributable to shareholders of the Company 853,585,805.31 875,659,403.29 1,263,000,422.10 560,217,689.33 Net profit attributable to shareholders of the Company after deducting non-recurring gains and losses 720,085,110.43 19,671,861.65 1,000,036,577.00 -87,022,210.31 Net cash flow from operating activities 7,236,025,541.31 10,462,801,329.06 4,976,530,974.21 296,365,366.26 Whether there are significant differences between the above-mentioned financial indexes or its total number and the relevant financial indexes disclosed in the Companys quarterly report and semi-annual report Yes No IX. Items and Amounts of Non-Recurring Gains and Losses Applicable Not applicable Unit: RMB Item 2021 2020 2019 Gains or losses on disposal of non-current assets (inclusive of impairment allowance write-offs) 745,601,530.26 29,465,046.07 56,658,864.17 Government subsidies charged to current gains or losses (exclusive of government subsidies given in the Companys ordinary course of 1,335,952,105.80 797,901,407.24 1,537,625,620.93 Chongqing Changan Automobile Company Limited 2021 Annual Report 7 business at fixed quotas or amounts as per the governments uniform standards) Gains or losses on fair-value changes on held for trading financial assets (exclusive of the effective portion of hedges that arise in the Companys ordinary course of business) 42,078,804.00 2,035,390,665.86 889,154,888.69 Gains and losses on entrusted loans 6,959,316.00 13,768,160.42 6,771,226.43 Losses from business combination not under common control -6,937,641.07 - Gains from disposal of long-term equity investments 1,398,196,002.13 - Gains from the remeasurement of the remaining equity at fair value after the loss of control 2,246,681,836.54 Non-operating income and expense other than the above 90,085,373.52 -27,519,486.75 -135,258,766.14 Deferred payment interest on funds charged to non-financial corporations 11,853,260.69 17,795,918.37 28,553,488.65 Minus: Influenced Amount of Income Tax 196,630,848.39 -91,514,483.25 250,459,302.04 Non-controlling interests effects (after tax) 136,207,560.62 22,020,700.13 17,318,779.61 Total 1,899,691,981.26 6,574,235,691.93 2,115,727,241.08 Particulars about other gains and losses that meet the definition of non-recurring gain/loss Applicable Not applicable No such cases for the reporting period. Explanation of why the Company reclassifies recurrent gain/loss as an Extraordinary gain/loss item listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Their Securities to the PublicExtraordinary Gain/Loss Items Applicable Not applicable No such cases for the reporting period. Chongqing Changan Automobile Company Limited 2021 Annual Report 8 Chapter 3 Management Discussion and Analysis IIndustry Overview in 2021 1. The industry analysis In 2021, the auto industry carried forward Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era under the central Party and State Council leadership despite complicated and difficult situations such as the ongoing COVID-19 in the world and shortages of automotive chip supply. Committed to the new development