长安Ｂ：2019年年度报告（英文版）.PDF

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1、 Chongqing Changan Automobile Company Limited 2019 Annual Report April, 2020Chongqing Changan Automobile Company Limited 2019 Annual Report 1 Chapter 1 Important Notice, Contents, and Definitions The Board of Directors, the Board of Supervisors, Directors, Supervisors and Senior Executives of our co

2、mpany hereby guarantee that no false or misleading statement or major omission was made to the materials in this report and that they will assume all the responsibilities, individually and jointly, for the trueness, accuracy and completeness of the contents of this report. The Chairman of the Board

3、Zhang Baolin, the Chief Financial Officer Zhang Deyong and the responsible person of the accounting institution (Accountant in charge) Chen Jianfeng hereby declare that the Financial Statements enclosed in this annual report are true, accurate and complete. Except the following directors, all the di

4、rectors attended the board meeting for reviewing the annual report. The name of the directors absent Positions Reasons for the absence Name of the consignee Zhu Huarong Directors Business trip Zhang Deyong The prospective description regarding future business plan and development strategy in this re

5、port does not constitute virtual commitment. The investors shall pay attention to the risk. The preplan profit distribution of the Company deliberated and approved by the Board is: no profit distribution and no conversion of capital reserve into share capital. Chongqing Changan Automobile Company Li

6、mited 2019 Annual Report 2 CONTENTS Chapter 1 Important Notice, Contents, and Definitions . 1 Chapter 2 Company Profile & Main Financial Indexes . 4 Chapter 3 Analysis of Main Business . 9 Chapter 4 Business Discussion and Analysis . 11 Chapter 5 Important Matters . 34 Chapter 6 Changes in the share

7、holding of the company and shareholders . 46 Chapter 7 Information about Directors, Supervisors, Senior Management and Employees . 52 Chapter 8 Corporate Governance . 65 Chapter 9 Corporate Bonds . 71 Chapter 10 Auditors Report . 72 Chapter 11 Documents for Future Reference . 239 Chongqing Changan A

8、utomobile Company Limited 2019 Annual Report 3 Definitions Items Definitions Changan Auto., the Company Refers to Chongqing Changan Automobile Company Limited South Industries Refers to China South Industries Group Co., Ltd., the Companys actual controller China Changan Refers to China Changan Autom

9、obile Group Co., Ltd., old name: China South Industries automobile Co., Ltd., a subsidiary company of South Industries Changan Industry Refers to Chongqing Changan Industry (Group) Co., Ltd., old name: Changan Automobile (Group) Co., Ltd., a subsidiary company of South Industries Nanjing Changan Ref

10、ers 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 Baodi

11、ng Changan Bus Co., Ltd., a subsidiary company of the Company International Company Refers to Chongqing Changan Automobile International Sale Service Co., Ltd., a subsidiary company of the Company Changan Suzuki Refers to Chongqing Changan Suzuki Automobile Co., Ltd., a subsidiary company of the Com

12、pany 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 Changan PSA Refers to Changan PSA Automobiles Co., Ltd., a JV of the Co

13、mpany Jiangling Holding Refers to Jiangling Holding Co., Ltd., an associate of the Company Changan Finance Refers to Changan Automobile Finacing Co., Ltd., an associate of the Company South Industries Finance Refers to China South Industries Group Finance Co., Ltd., a subsidiary company of South Ind

14、ustries UPI Refers to United Prosperity (Hong Kong)Investment Co., Ltd., a subsidiary company of China Changan Hafei Group Refers to Harbin Hafei Automobile Industry Group Co., Ltd., a subsidiary company of China Changan CMAL Refers to Chongqing Changan Minsheng APLL Logistics Co., Ltd., an associat

15、e of China Changan Chongqing Changan Automobile Company Limited 2019 Annual Report 4 Chapter 2 Company Profile & Main Financial Indexes I. Basic Information Stock abbreviation Changan Automobile 、Changan B Stock Code 000625、200625 Listed on Shenzhen Stock Exchange Company in Chinese name 重庆长安汽车股份有限公

16、司 Company abbreviation in Chinese name 长安汽车 Company name in English Chongqing Changan Automobile Company Limited Legal representative Zhang Baolin Registered address No. 260, East Jianxin Road Jiangbei District, Chongqing Post code of the registered address 400023 Office address No. 260, East Jianxi

17、n 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 Li Jun Contact address No. 260, East Jianxin Road, Jiangbei District, Chongqing TEL: 023-67594008

18、 FAX: 023-67866055 E-mail address . Information Disclosure and Filing Site Chongqing Changan Automobile Company Limited 2019 Annual Report 5 Newspaper selected by the Company for information disclosure China Securities Journal, Securities Times, Securities Daily, Shanghai Securities News, Hong Kong

19、Commercial Daily Website selected by CSRC for publishing this annual report The place where this annual report is prepared and kept Secretarys Office of Board of Directors IV. Changes of Registration Information Organization Code 9150000020286320X6 Changes in the main business since the companys lis

20、ting Not applicable All previous changes of dominant stockholders In Dec. 2005, according to the restructuring program on automobile business, the Companys actual controller, China South Industries Group Corporation made transferring of all state-owned shares of the Company as part of funding for Ch

21、ina South Industries Automobile Company Limited. In March 2006, all shares held by Changan Group have been transferred to China South Industries Automobile Company Limited. China South Industries Automobile Company Limited became the majority shareholder of the Company, and Changan Group holds zero

22、share since then. In July 2009, with the approval of State Administration for Industry and Commerce, “China South Industries Automobile Company Limited”, changed its name to “China Changan Automobile Group Co., Ltd.”. With the change of its name, no change occurred in its property, ownership and con

23、trol relation of the Company. V. Other Relevant Information The accounting firm employed by the Company: Name of the accounting firm Ernst & Young Hua Ming LLP (Special Ordinary Partner) Address of the accounting firm Level 16, Ernst & Young Tower, Oriental Plaza, No. 1 East Chang An Avenue, Dong Ch

24、eng District, Beijing, China Name of the certified public accountant for signature Qiao Chun, Hu Yan The recommendation agency engaged by the Company executing the persistent supervision responsibilities in the reporting period Applicable Not applicable The financial consultant engaged by the Compan

25、y performing the duties of persistent supervision and guidance in the reporting period Applicable Not applicable Financial Consultant Address of financial consultant Name of financial consultant Supervision duration Chongqing Changan Automobile Company Limited 2019 Annual Report 6 Shanghai Realize I

26、nvestment Consulting Co., Ltd. No.639,Xinhua Road, Shanghai Ye Suqin September 2016 - September 2020 VI. Summary of Accounting Data and Financial Indexes Does the company conduct the retrospective adjustment or restatement of previous years accounting data due to changes in accounting policies or ac

27、counting errors? Yes No 2019 2018 Increase/decrease on a y-o-y basis (%) 2017 Operating revenue (Yuan) 70,595,245,133.28 66,298,270,389.77 6.48% 80,012,205,182.37 Net profit belonging to shareholders of the listed company (Yuan) -2,646,719,356.53 680,728,392.03 -488.81% 7,137,234,723.47 Net profit b

28、elonging to shareholders of the listed company after deduction of non-recurring profit and loss (Yuan) -4,762,446,597.61 -3,165,070,272.21 -50.47% 5,716,114,648.34 Net cash flow arising from operating activities (Yuan) 3,881,748,238.39 -3,887,475,302.44 199.85% -1,123,470,776.83 Basic earnings per s

29、hare (Yuan/Share) -0.55 0.14 -492.86% 1.49 Diluted earnings per share (Yuan/Share) Not applicable Not applicable Not applicable Not applicable Return on equity (ROE) (%) -5.86% 1.45% Down 7.31 Points 15.65% End of 2019 End of 2018 Increase/decrease of the end of current year compared with that of th

30、e previous year (%) End of 2017 Total assets (Yuan) 97,617,053,590.38 93,488,854,098.95 4.42% 106,125,114,622.69 Net assets belonging to shareholders of the listed company (Yuan) 44,028,312,743.66 46,244,958,676.52 -4.79% 47,598,690,942.28 VII. The differences between domestic and international acco

31、unting standards (1).Simultaneously pursuant to both Chinese accounting standards and international accounting standards disclosed in the financial reports of differences in net income and net assets. Applicable Not applicable Chongqing Changan Automobile Company Limited 2019 Annual Report 7 No diff

32、erence. (2). Differences of net profit and net assets disclosed in financial reports prepared under overseas and Chinese accounting standards. Applicable Not applicable No difference. VIII. Key financial indicators for the quarter Unit: Yuan First Quarter Second Quarter Third Quarter Forth Quarter B

33、usiness income 16,007,950,602.50 13,867,829,494.34 15,239,641,870.97 25,479,823,165.47 Net profit attributable to shareholders of listing Corporation -2,096,352,326.12 -143,687,434.99 -421,470,641.21 14,791,045.79 Net profit attributable to shareholders of the listing Corporation after deducting non

34、-recurring gains and losses -2,161,147,810.27 -750,619,786.17 -621,493,786.91 -1,229,185,214.26 Net cash flows from operating activities 3,258,788,381.35 961,475,249.60 -462,439,727.59 123,924,335.03 Whether or not the above mentioned financial indicators and the total number of the company has disc

35、losed the major difference between quarterly reports and semi-annual report Yes No IX. Non-recurring items and amounts Applicable Not applicable Unit: Yuan Item 2019 2018 2017 Non-recurring items and amounts(including accrued reversal assets impairment part) 56,658,864.17 8,561,074.73 41,774,452.23

36、Government subsidies included in the profit and loss of the current period (Except closely related to business operations, in accordance with the national unified standard quota or quantitative enjoyment of government subsidies) 1,537,625,620.93 2,873,192,102.56 1,613,343,216.59 The investment cost

37、of the enterprise to obtain subsidiaries and joint ventures which is less than the fair value of the identifiable net assets of the investee when the investment is obtained - 1,020,821,274.01 - In addition to the effective hedging business related to the companys normal business operations, the fair

38、 value of gains and losses from changes in fair value 889,154,888.69 - - Gains and losses on entrusted loans 6,771,226.43 - - Except the above other operating income and expenses -135,258,766.14 48,285,737.46 29,262,070.84 Interest on deferred payment of funds received by non financial 28,553,488.65

39、 29,303,167.73 33,408,866.16 Chongqing Changan Automobile Company Limited 2019 Annual Report 8 enterprises Reduction: the impact of income tax 250,459,302.04 82,007,701.31 188,136,520.19 Impact of minority shareholders equity (after tax) 17,318,779.61 52,356,990.94 108,532,010.50 Total 2,115,727,241

40、.08 3,845,798,664.24 1,421,120,075.13 According to “Public offering of securities information disclosure of the companys information disclosure announcement No. 1 non-recurring gains and losses “Public offering of securities information disclosure of the companys information disclosure announcement

41、No. 1 non-recurring gains and losses” defined non-recurring items ,and Public offering of securities information disclosure of the companys information disclosure announcement No. 1 - non-recurring gains and losses “The items listed in the non-recurring items defined as recurring items shall be expl

42、ained . Applicable Not applicable The company in the reporting period does not base on the definition and listing of “Public offering of securities information disclosure of the companys information disclosure announcement No. 1 non-recurring gains and losses” about non-recurring gains and losses to

43、 define a case of recurring profit or loss. Chongqing Changan Automobile Company Limited 2019 Annual Report 9 Chapter 3 Analysis of Main Business IThe main business of the Company in the reporting period Does the Company need to comply with the disclosure requirements of special industry Yes No Duri

44、ng the reporting period, the companys main business is the R&D, manufacturing and sale of cars, the R&D and production of automobile engine products. Besides, the company integrates advantageous resources to actively develop travel services, new retail and carry out multi-dimensional industrial layo

45、ut. Changan automobile always adheres to the mission of leading the car civilization for the benefit of human life, and the concept of energy conservation, environmental protection, scientific and technological intelligence, vigorously develops new energy and smart cars, guides the automobile civili

46、zation by the use of scientific and technological innovation, and provides customers with high quality products and services. After years of development, the company owns many famous brands such as Changan passenger car, Oushang automobile, Kaicheng automobile, Changan Ford, Changan Mazda and so on.

47、 Up to now, the company has successfully launched a series of classic brands such as CS series, Eado series, Raeton series, Oushang and Honor series; a series of famous JV products such as all new Focus, new Mondeo, Kuga, Escape, CX-5, CX-8, Axela and so on. At the same time, we have launched new en

48、ergy vehicles such as Eado EV, new Benben EV and CS15EV, which are admired by the market and loved by the consumers. II. Major changes in assets 1、 Major changes in assets No significant changes in major assets during the reporting period 2、 Main Overseas Assets Applicable Not applicable III. Core C

49、ompetence Analysis In 2019, Changan Automobile continued to iterate its innovation and entrepreneurship program, took solid steps to advance its new energy shangri-la and its intelligent Beidou Tianshu programs, and steadfastly moved toward intelligent travel technology companies. In 2019, the Compa

50、ny spent 4.478 billion yuan on product and technology projects development to build the industrys leading R & D strength. Constantly build classic products. CS75PLUS, CS55PLUS, CS85 COUPE, new CS95, Oushang X7, KaichengF70, NE1.4T, NE1.5T engines and other new products were launched on schedule. 72,