江铃Ｂ：2018年年度报告（英文版）.PDF
Jiangling Motors Corporation, Ltd. 2018 Annual Report 2019-03 1 Chapter I Important Notes, Contents and Abbreviations Important Note The Board of Directors and its members, the Supervisory Board and its members, and the senior executives are jointly and severally liable for the truthfulness, accuracy and completeness of the information disclosed in the report and confirm that the information disclosed herein does not contain any false statement, misrepresentation or major omission. Chairman Qiu Tiangao, CFO Li Weihua and Chief of Finance Department, Xie Wanzhao, confirm that the Financial Statements in this Annual Report are truthful and complete. All Directors were present at the Board meeting to review this Annual Report. The prospective description regarding future business plan and development strategy in this report does not constitute virtual commitment. The investors shall pay attention to the risk. All financial data in this report are prepared under International Financial Reporting Standards (IFRS) unless otherwise specified. The Annual Report is prepared in Chinese and English. In case of discrepancy, the Chinese version will prevail. The year 2018 profit distribution proposal approved by the Board of Directors is as follows: A cash dividend of RMB 0.40 (including tax) will be distributed for every 10 shares held based on the total share capital of 863,214,000 shares, and there is no stock dividend. The Board decided not to convert capital reserve to share capital this time. 2 Contents Chapter I Important Notes, Contents and Abbreviations . 1 Chapter II Brief Introduction and Operating Highlight . 3 Chapter III Operating Overview . 5 Chapter IV Management Discussion and Analysis . 6 Chapter V Major Events . 16 Chapter VI Share Capital Changes & Shareholders . 26 Chapter VII Preferred Shares . 30 Chapter VIII Directors, Supervisors, Senior Management and Employees. 31 Chapter IX Corporate Governance Structure . 41 Chapter X Corporate Bond . 48 Chapter XI Financial Statements . 48 Chapter XII Catalog on Documents for Reference . 128 Abbreviations: JMC or the Company Jiangling Motors Corporation, Ltd. JMH Jiangling Motor Holdings Co., Ltd. Ford Ford Motor Company CSRC China Securities Regulatory Commission JMCG Jiangling Motors Group Co., Ltd. JMCH JMC Heavy Duty Vehicle Co., Ltd. EVP Executive Vice President CFO Chief Financial Officer VP Vice President 3 Chapter II Brief Introduction and Operating Highlight 1. Companys Information Shares name Jiangling Motors, Jiangling B Shares Code 000550, 200550 Place of listing Shenzhen Stock Exchange Companys Chinese name 江铃汽车股份有限公司 English name Jiangling Motors Corporation, Ltd. Abbreviation JMC Company legal representative Qiu Tiangao Registered Address No. 509, Northern Yingbin Avenue, Nanchang City, Jiangxi Province, P.R.C Postal Code of Registered Address 330001 Headquarters Address No. 509, Northern Yingbin Avenue, Nanchang City, Jiangxi Province, P.R.C Postal Code of Headquarters Address 330001 Website http:/ E-mail 2. Contact Person and Method Board Secretary Securities Affairs Representative Name Wan Hong Quan Shi Address No. 509, Northern Yingbin Avenue, Nanchang City, Jiangxi Province, P.R.C No. 509, Northern Yingbin Avenue, Nanchang City, Jiangxi Province, P.R.C Tel 86-791-85266178 86-791-85266178 Fax 86-791-85232839 86-791-85232839 E-mail 3. Information Disclosure and Place for Achieving Annual Report Newspapers for information disclosure China Securities, Securities Times, Hong Kong Commercial Daily Website designated by CSRC for publication of JMCs Annual Report http:/ Place for Achieving Annual Report Securities Department, Jiangling Motors Corporation, Ltd. 4. Changes of Registration Organization Code 913600006124469438 Changes of Controlling Shareholders On December 1, 1993, JMC A shares were listed on Shenzhen Stock Exchange, while JMCG, the founder-member, was the controlling shareholder of the Company. On September 29, 1995 and November 12, 1998, JMC issued additional 344 million B shares totally, while, after the additional B share issuance, JMCG and Ford were the 4 controlling shareholders of the Company. On December 8, 2005, the 354.176 million JMC shares held by JMCG, the former controlling shareholder, were transferred to JMH. Presently, JMH and Ford are the controlling shareholders of the Company. 5. Other Information Accounting Firm Appointed by JMC for Audit Name PricewaterhouseCoopers Zhong Tian LLP (PwC Zhong Tian) Headquarters address 11/F, PricewaterhouseCoopers Center Link Square 2,202 Hu Bin Road, Huangpu District Shanghai 200021, PRC Names of Signed Accountants Lei Fang, Ye Dan 6. Main accounting data and financial ratios Unit: RMB 000 2018 2017 Change (%) 2016 Revenue 28,249,340 31,345,747 -9.88% 26,633,949 Profit Attributable to the Equity Holders of the Company 91,833 690,938 -86.71% 1,318,016 Net Cash Generated From Operating Activities -101,808 674,588 -115.09% 4,593,000 Basic Earnings Per Share (RMB) 0.11 0.8 -86.71% 1.53 Diluted Earnings Per Share (RMB) 0.11 0.8 -86.71% 1.53 Weighted Average Return on Equity Ratio 0.83% 5.51% -4.68% 10.74% End of Year 2018 End of Year 2017 Change (%) End of Year 2016 Total Assets 23,396,529 26,383,761 -11.32% 24,493,789 Shareholders Equity Attributable to the Equity Holders of the Company 10,384,498 12,572,402 -17.40% 12,409,236 7. Accounting data difference between China GAAP and IFRS I. Differences in net profit and net assets in financial statements between in accordance with international accounting standards and Chinese accounting standards Applicable Not Applicable II. Differences in net profit and net assets in financial statements between in accordance with overseas accounting standards and Chinese accounting standards 5 Applicable Not Applicable 8. Main accounting data quarterly Unit: RMB 000 Q1 Q2 Q3 Q4 Revenue 6,481,073 7,806,424 5,902,627 8,059,216 Profit Attributable to the Equity Holders of the Company 153,606 165,345 -100,164 -126,954 Net Cash Generated From Operating Activities -1,397,337 490,519 -1,382,054 2,187,064 Chapter III Operating Overview 1. Companys Core Business during the Reporting Period JMCs core business is production and sales of commercial vehicles, SUV and related components. JMCs major products include JMC series light truck, heavy truck, pickup and light bus; Yusheng SUV; Ford-brand light bus, MPV and SUV. The Company also produces and sells engines, castings and other components for sales to domestic and overseas markets. 2. Major Change of Main Assets I. Major Change of Main Assets Theres no major change of main assets during the reporting period. II. Main Overseas Assets Applicable Not Applicable 3. Core Competitiveness Analysis JMC is a Sino-foreign joint venture auto company with R&D, manufacturing and sales operations. With leading position and advanced technology of commercial vehicles, JMC is China auto industry pioneer providing excellent products and solutions to smart logistics, which is certificated as a national high-tech enterprise, national innovative pilot enterprise, national enterprise technology centre, national industrial design centre, national intellectual property demonstration enterprises and national automobile export base; and had been ranked among the top 100 most valuable global brands for consecutive years. On traditional business, with the support from Fords advanced technology and management experience, JMCs influence over auto industry is improving steadily, making considerable progress both in new product development and technical equipment. Series of Ford new products such as Ford brand Territory, high-end Yuhu MCA，N800 HP, Kaiyun 4D30/Stg. V, classic Yuhu, Kairui EV and heavy truck Weilong HV5 launched further improved JMCs competence on R&D and 6 manufacturing. JMC became one of the first vehicle connectivity demonstration enterprises equipped with Bei Dou Navigation Satellite System (BDS) developed by China. The design paten of tractor JH476 won the China Paten Award of Excellence; Kairui 800 won the Tiangong Cup Jiangxi Industrial Design Gold Award; the first JMC heavy truck Jiangling Weilong is awarded 2018 China Truck of the Year and The Most Potential Heavy Truck; which fully showed JMCs leading technology in light commercial vehicle field and self innovation capability. High standard Xiaolan manufacturing site continues to expand modern plants of vehicle, engine and frame, which will further ensure JMCs product production and quality improvement. With the construction of Fushan new energy base, JMC will deliver more new energy vehicles in the future which will lay a solid foundation for JMCs sustainable and healthy growth. While continuous consolidating the traditional advantages, JMC has been developing new business areas and innovative business models in response to the new trend of overseas and domestic industries. In terms of new technology exploration, JMC has been developing hydrogen fuel new energy vehicle technology based on commercial freight situation; cooperated with the top domestic autonomous driving company in R&D to carry out innovation under specific situation with the realization of autonomous driving on mass production CV for the program target, participated global smart driving competition and explored ADAS mass production plan and autonomous driving Demo scheme. In terms of new business model, combined with accumulation of new technology, JMC reached strategic partnership with internet city-wide freight platform, domestic new energy transportation service platform and top logistics companies. Comprehensive joint development with mobile communication, freight logistics, CV manufacturing and smart driving to create a new ecological environment with coordination of vehicle and road. These explorations will lay the foundation for JMCs transformation into the strategic vision of to be the best partner for smart mobility and logistics solutions. Chapter IV Management Discussion and Analysis 1. Summary In 2018, Chinas economic growth is slowing, so as its auto market. Total sales volume was 28.08 million units, decreased 2.76% compared with last year. During the reporting period, to cope with more severe competition, more stringent regulatory requirement and intensifying cost pressures, the Company focused on quality improvement, new product development, operating cost control and production efficiency enhancement. Simultaneously, the Company introduced series of sales policy to respond the market risk. In 2018, JMC achieved sales volume of 285,066 units, decreased 8.05% compared with last year, achieved revenue of RMB 28.25 billion, decreased 9.88% compared with last year, achieved net profit of RMB 92 million, decreased 86.71% compared with last year. It mainly reflects: I. Maintain intensive R&D and exploration expense on new product, technology and business to improve product core competitiveness in order to conform the auto trend of intelligence, netlink, electrification and sharing; II. Marketing expense increased and sales structure changed to compete in the 7 very challenging market brought by the new entrants of auto industry and price strategy of traditional competitors. 2. Core Business Analysis I. Summary In 2018, JMC sales volume achieved 285,066 units, decreased 8.05% compared with last year, including 107,202 units truck, 72,775 units pickup, 12,591 units SUV, 43,516 units Transit CV, 39,796 units light bus and 9,186 units CKD export. 2018 total production volume was 286,808 units, decreased 7.83% compared with last year, including 108,594 units truck, 72,696 units pickup, 13,859 units SUV, 43,768 units Transit CV, 38,705 units light bus and 9,186 units CKD export. JMC total sales revenue in 2018 was RMB 28.25 billion, decreased 9.88% compared with last year. II. Revenue and Cost (a) Composition of Sales Revenue Unit: RMB 2018 FY 2017 FY YOY change (%) Amount Proportion (%) Amount Proportion (%) Revenue 28,249,339,672 100.00% 31,345,746,762 100.00% -9.88% By Industry Automobile Industry 28,249,339,672 100.00% 31,345,746,762 100.00% -9.88% By Products Vehicle 25,178,859,631 89.13% 28,390,845,975 90.58% -11.31% Components 2,696,240,006 9.55% 2,605,496,777 8.31% 3.48% Automobile Maintenance services 71,798,771 0.25% 18,720,025 0.06% 283.54% Material & Others 302,441,264 1.07% 330,683,985 1.05% -8.54% By region China 28,249,339,672 100.00% 31,345,746,762 100.00% -9.88% 8 (b) Reach to 10% of Revenue or Profit by Industry, Product or Region Applicable Not Applicable Unit: RMB Turnover Cost Gross Margin Y-O-Y turnover change (%) Y-O-Y Cost Change (%) Y-O-Y gross margin change (points) By Industry Automobile Industry 28,249,339,672 24,409,546,754 13.59% -9.88% -2.54% -6.51% By Products Vehicle 25,178,859,631 22,143,813,493 12.05% -11.31 % -3.08% -7.47% By Region China 28,249,339,672 24,409,546,754 13.59% -9.88% -2.54% -6.51% If the Companys core business scope is adjusted during the reporting period, the Companys core business data of last year need to be adjusted per the scope in this year Applicable Not Applicable (c) Whether Companys Goods Revenue Higher Than Service Revenue Yes No Industry Item Unit 2018 2017 Change (%) Automobile Sales volume unit 285,066 310,028 -8.05% Automobile Production volume unit 286,808 311,180 -7.83% Explanation on YOY change of over 30% Applicable Not Applicable (d) Execution of Companys Signed Major Sales Contract Applicable Not Applicable (e) Composition of Operating Cost Unit: RMB Product 2018 FY 2017 FY YOY change（%） Cost Proportion (%) Cost Proportion (%) Vehicle 22,143,813,493 90.72% 22,847,921,018 91.23% -3.08% Components 1,921,477,490 7.87% 1,874,840,311 7.49% 2.49% Automobile Maintenance services 69,559,583 0.29% 18,039,452 0.07% 285.60% Material & Others 274,696,188 1.12% 304,289,181 1.21% -9.73% (f) Whether Consolidated Scope was Changed During the Reporting Period Yes No During the reporting period, the new consolidated subsidies included Shenzhen Fujiang New Energy Automobile Sales Co., Ltd., Guangzhou Fujiang New Energy Automobile Sales Co., Ltd., and Xiamen Fujiang New Energy Automobile Sales 9 Co., Ltd. All the three companies are wholly-owned subsidiaries of the Company established in 2018 with a cash investment of RMB 10 million. Please refer to the Note 16a Subsidiaries of the notes to the consolidated financial statements in the Chapter XI Financial Statements for details. (g) Major Change or Adjustment on Business, Products or Services During the Reporting Period Applicable Not Applicable (h) Main Customers and Suppliers Top 5 Customers: Total sales value to top 5 customers（RMB） 3,656,375,426 Accounted for the proportion of JMCs total annual turnover 12.95% Included related party transaction accounted for the proportion of JMCs total annual turnover 4.35% No. Name of the Customer Sales Value (RMB) Percentage of JMCs Total Turnover (%) 1 Jiangxi Jiangling Motors Imp. & Exp. Co., Ltd. 1,228,470,623 4.35% 2 Zhejiang Jiangling Motors Sales Co
