江铃Ｂ：2016年年度报告（英文版）（更新后）.PDF
Jiangling Motors Corporation,Ltd.2016 Annual Report 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 Gong Yuanyuan and Chief of Finance Department,Ding Ni,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 2016 profit distribution proposal approved by the Board of Directors is as follows:A cash dividend of RMB 6.1(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.14 Chapter VI Share Capital Changes&Shareholders.25 Chapter VII Preferred Shares.29 Chapter VIII Directors,Supervisors,Senior Management and Employees.29 Chapter IX Corporate Governance Structure.39 Chapter X Corporate Bond.46 Chapter XI Financial Statements.46 Chapter XII Catalog on Documents for Reference.110 Abbreviations:JMC,or the Company Jiangling Motors Corporation,Ltd.JMH Jiangling Motor Holding Co.,Ltd.Ford Ford Motor Company CSRC China Securities Regulatory Commission JMCG Jiangling Motors Company(Group)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-4 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 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 CPAs LLP(PwC Zhong Tian)Headquarters address 11th Floor,PricewaterhouseCoopers Center,202 Hu Bin Road,Shanghai City,P.R.C.Names of Signed Accountants Ye Jun,Xiong Huanwei 6.Main accounting data and financial ratios Unit:RMB 000 2016 2015 Change(%)2014 Revenue 26,633,949 24,527,893 8.59 25,537,290 Profit Attributable to the Equity Holders of the Company 1,318,016 2,222,061-40.68 2,107,852 Net Cash Generated From Operating Activities 4,593,000 1,924,474 138.66 4,189,649 Basic Earnings Per Share(RMB)1.53 2.57-40.68 2.44 Diluted Earnings Per Share(RMB)1.53 2.57-40.68 2.44 Weighted Average Return on Equity Ratio 10.74%19.56%Down 8.82 percentage point 21.20%End of Year 2016 End of Year 2015 Change(%)End of Year 2014 Total Assets 24,493,789 21,050,726 16.36 19,496,528 Shareholders Equity Attributable to the Equity Holders of the Company 12,409,236 11,981,142 3.57 10,598,429 7.Accounting data difference between China GAAP and IFRS Impact of IFRS adjustments on the net profit and shareholders equity Applicable Not Applicable 5 8.Main accounting data quarterly Unit:RMB000 Q1 Q2 Q3 Q4 Revenue 5,341,490 5,469,246 6,418,622 9,404,591 Profit Attributable to the Equity Holders of the Company 413,564 290,953 389,036 224,463 Net Cash Generated From Operating Activities-142,756 1,130,310 1,086,184 2,519,262 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,pickup,Yusheng SUV,Ford-brand SUV,Ford-brand commercial vehicles,and heavy duty trucks.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.As a mainstream of domestic light commercial vehicle industry,JMC had been ranked among the top hundred Chinese listed corporations with comprehensive strength for consecutive years;and certificated as a national enterprise technology center,high-tech enterprise and national automobile export base which improve the companys core business competence.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 SUV EVEREST,Ford brand MPV Tourneo and Ford new Transit launched further improved JMCs competence on R&D and manufacturing.JMC self-developed new Yusheng SUV S330 launched in the second 6 half of 2016,further enhanced JMCs capability of R&D,manufacturing and market competitiveness in SUV field.In 2016,JMC KaiRui N800 program won the First Prize of China Automotive Industry Awards for Science and Technology,fully showed JMCs leading technology in light commercial vehicle field.High standard Xiaolan manufacturing site continues to expand modern plants of vehicle,engine and frame.It will further ensure JMCs product production and quality improvement.Xiaolan national R&D centres research and development capability will also be further improved.Chapter IV Management Discussion and Analysis 1.Summary In 2016,benefited from sustained rapid growth of SUV market,Chinas automotive market continues to keep growth.Total sales volume was 28.03 million units,increased 13.65%compared with last year.Commercial vehicle sales volume was 3.65 million units,increased 5.80%compared with 2015.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 2016,JMC achieved sales volume of 281,019 units,increased 6.95%compared with last year,achieved revenue of RMB 26.63 billion,increased 8.59%compared with last year,achieved net profit of RMB 1.32 billion,decreased 40.68%compared with last year.It mainly reflected the product pricing reduction and market expense increase because of severe automotive market competition.2.Core Business Analysis I.Summary In 2016,JMC sales volume achieved 281,019 units,increased 6.95%compared with last year,including 102,379 units truck,60,892 units pickup,44,753 units SUV and 72,995 units Transit CV.2016 total production volume was 281,463 units,increased 8.20%compared with last year,including 101,651 units truck,61,186 units pickup,46,590 units SUV and 72,036 units Transit CV.JMC total sales revenue in 2016 was RMB 26.63 billion,increased 8.59%compared with last year.II.Revenue and Cost 7 (a)Composition of Sales Revenue Unit:RMB 2016 FY 2015 FY YOY change(%)Amount Proportion(%)Amount Proportion(%)Revenue 26,633,948,551 100%24,527,892,839 100%8.59%By Industry Automobile Industry 26,633,948,551 100.00%24,527,892,839 100.00%8.59%By Products Vehicle 23,876,058,142 89.64%22,115,996,697 90.17%7.96%Components 2,369,645,586 8.90%2,176,421,920 8.87%8.88%Material&Others 388,244,823 1.46%235,474,222 0.96%64.88%By region China 26,633,948,551 100.00%24,527,892,839 100.00%8.59%(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 26,633,948,551 20,612,722,940 22.61%8.59%13.69%-3.47%By Products Vehicle 23,876,058,142 18,626,319,979 21.99%7.96%14.16%-4.23%By Region China 26,633,948,551 20,612,722,940 22.61%8.59%13.69%-3.47%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 2016 2015 Change(%)Automobile Sales volume unit 281,019 262,756 6.95%Explanation on YOY change of over 30%Applicable Not Applicable 8 (d)Execution of Companys Signed Major Sales Contract Applicable Not Applicable (e)Composition of Operating Cost Unit:RMB Product 2016 FY 2015 FY YOY change（%）Cost Proportion(%)Cost Proportion(%)Vehicle 18,626,319,979 90.36%16,316,619,585 89.99%14.16%Components 1,718,540,492 8.34%1,587,708,668 8.76%8.24%Material&Others 267,862,469 1.30%226,806,699 1.25%18.10%(f)Whether Consolidated Scope was Changed During the Reporting Period Yes No (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）3,307,592,709 Accounted for the proportion of JMCs total annual turnover 12.42%Included related party transaction accounted for the proportion of JMCs total annual turnover 4.45%No.Name of the Customer Sales Value (RMB)Percentage of JMCs Total Turnover(%)1 JMCG Import&Export Co.,Ltd.1,184,309,674 4.45%2 Zhejiang Jiangling Motors Sales Company 959,394,766 3.60%3 Shanghai Keda Zhoupu Auto Sales Company 405,751,604 1.52%4 Henan Jiangling Motors Sales Company 401,849,815 1.51%5 Hunan Transit Jiangling Motors Sales Company 356,286,850 1.34%Total 3,307,592,709 12.42%9 Other introduction to main customers Applicable Not Applicable JMIE is a related party of the Company.Both Chief Supervisor Zhu Yi and VP Li Qing of JMC hold the position of director of JMIE.Top 5 Suppliers:Total purchase value from top 5 suppliers（RMB）3,588,838,197 Accounted for the proportion of JMCs total annual purchase amount 18.97%Included related party transaction accounted for the proportion of JMCs total annual purchase amount 15.08%No.Name of the Supplier Purchase Value(RMB)Percentage of JMCs Total Annual Purchase Amount(%)1 Jiangxi Jiangling Chassis Company 805,642,254 4.26%2 Bosch Auto Diesel System Company 736,195,285 3.89%3 Jiangxi Jiangling Special Purpose Vehicle Company 700,308,641 3.70%4 Nanchang Bao-jiang Steel Processing&Distribution Co.,Ltd.690,097,399 3.65%5 GETRAG(Jiangxi)Transmission Company 656,594,618 3.47%Total 3,588,838,197 18.97%Other introduction to main suppliers Applicable Not Applicable Except Bosch Auto Diesel System Company,the other four suppliers are related parties of the Company.III.Expense Analysis Theres no major change of expense during the reporting period.IV.Research&Development In 2016,JMC continued to focus on development of new product programs.Product related spending centered at future product development and compliance with regulatory requirements,including new model,increased payloads,new styling,and improved power,etc.,ensuring the Company is compliant with stringent environmental and safety regulations.The competitive R&D will ensure the companys volume and profit growth.Development expenditure in 2016 was 1,937 million,representing 15.61%of net assets,or 7.27%of revenue.10 R&D 2016 2015 Change(%)R&D Staff(person)2,225 2,110 5.45%R&D Staff as%of total employees 13.19%13.44%-0.25%R&D Investment(RMB)1,937,312,797 1,830,992,839 5.81%R&D Investment as%of revenue 7.27%7.46%-0.19%Capitalization of R&D investment 124,586,552 0.00-Capitalization of R&D investment as%of R&D Investment 6.43%0.00%6.43%Major change of R&D Investment as%of revenue Applicable Not Applicable Major change of capitalization of R&D investment Applicable Not Applicable See the note 14(b)to major change of capitalization of R&D investment.V.Cash Flow Analysis RMB000 Item 2016 2015 Y-O-Y Change Net cash generated from operating activities 4,593,000 1,924,474 138.66%Net cash used in investing activities -875,148-1,197,152 26.90%Net cash used in financing activities-899,670-842,750-6.75%Net(decrease)/increase cash and cash equivalents 2,818,182-115,428 2,541.50%Explanation on the major factors regarding major change of related data Applicable Not Applicable Net cash generated from operating activities increased by RMB 2,669 million,up 138.66%vs.2015,mainly reflecting the increase of cash generated from selling goods due to higher sales volume.Explanation on significant difference between net cash generated from operating activities and net profit during the reporting period Applicable Not Applicable 3.Non-core business analysis Applicable Not Applicable 11 4.Analysis of Assets and Liabilities I.Major changes Unit:RMB000 Asset item December 31,2016 December 31,2015 YOY Major C
