江铃Ｂ：2019年年度报告（英文版）.PDF

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1、Jiangling Motors Corporation, Ltd. 2019 Annual Report 2020-03 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, accurac

2、y 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, Ding Ni, confirm that the Financial Statemen

3、ts 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 attenti

4、on 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 2019 profit distribution propos

5、al approved by the Board of Directors is as follows: A cash dividend of RMB 0.70 (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

6、 time. 2 Contents Chapter I Important Notes, Contents and Abbreviations . 1 Chapter II Brief Introduction and Operating Highlight . 3 Chapter III Operating Overview . 7 Chapter IV Management Discussion and Analysis . 9 Chapter V Major Events . 21 Chapter VI Share Capital Changes & Shareholders . 33

7、Chapter VII Preferred Shares. 38 Chapter VIII Directors, Supervisors, Senior Management and Employees . 39 Chapter IX Corporate Governance Structure . 52 Chapter X Corporate Bond. 52 Chapter XI Financial Statements . 59 Chapter XII Catalog on Documents for Reference . 128 Abbreviations: JMC or the C

8、ompany Jiangling Motors Corporation, Ltd. JIC Nanchang Jiangling Investment 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 Presi

9、dent 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

10、 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 330

11、001 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 86-791-8526617

12、8 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:/ Pl

13、ace for Achieving Annual Report Securities Department, Jiangling Motors Corporation, Ltd. 4 4. Changes of Registration Organization Code 913600006124469438 Changes in the Main Business since the Listing No change. Changes of Controlling Shareholders On December 1, 1993, JMC A shares were listed on S

14、henzhen 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 controlling shareholders of th

15、e Company. On December 8, 2005, the 354.176 million JMC shares held by JMCG, the former controlling shareholder, were transferred to Jiangling Motor Holdings Co., Ltd. After the transference, Jiangling Motor Holdings Co., Ltd. and Ford were the controlling shareholders of the Company. In 2019, Jiang

16、ling Motor Holdings Co., Ltd., the former controlling shareholder, was divided and separated into Jangling Motor Holdings Co., Ltd. and Nanchang Jiangling Investment Co., Ltd., and transferred the 354.176 million JMC shares it held to Nanchang Jiangling Investment Co., Ltd. Presently, Nanchang Jiang

17、ling Investment Co., Ltd. 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, Huan

18、gpu District Shanghai 200021, PRC Names of Signed Accountants Lei Fang, Ye Dan 5 6. Main accounting data and financial ratios Unit: RMB 000 2019 2018 Change (%) 2017 Revenue 29,173,636 28,249,340 3.27% 31,345,747 Profit Attributable to the Equity Holders of the Company 147,812 91,833 60.96% 690,938

19、Net Cash Generated From Operating Activities 2,733,963 -101,808 2785.41% 674,588 Basic Earnings Per Share (RMB) 0.17 0.11 60.96% 0.8 Diluted Earnings Per Share (RMB) 0.17 0.11 60.96% 0.8 Weighted Average Return on Equity Ratio 1.42% 0.83% 0.59% 5.51% End of Year 2019 End of Year 2018 Change (%) End

20、of Year 2017 Total Assets 24,298,529 23,396,529 3.86% 26,383,761 Shareholders Equity Attributable to the Equity Holders of the Company 10,496,564 10,384,498 1.08% 12,572,402 7. Accounting data difference between China GAAP and IFRS I. Differences in net profit and net assets in financial statements

21、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 Applicable Not Appli

22、cable 6 8. Main accounting data quarterly Unit: RMB 000 Q1 Q2 Q3 Q4 Revenue 6,506,386 7,215,568 6,686,321 8,765,361 Profit Attributable to the Equity Holders of the Company 25,158 33,704 98,811 -9,861 Net Cash Generated From Operating Activities -191,400 1,626,602 -151,987 1,450,748 7 Chapter III Op

23、erating 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 Ford

24、 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 Applic

25、able 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 a China auto industry pioneer providing excellent products and solutions to smart logistic

26、s, 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

27、 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. W

28、ith the implementation of the national phase six emission standards, JMC as the bellwether of the commercial vehicle market, rapidly responds to the national policy to upgrade the emission of vehicle products by virtue of its advanced product research and development technology and high-quality manu

29、facturing capacity. The JMC brand light truck EVI, Ford brand light bus EVI and other series of products were successively launched. The new Ford Territory SUV, based on deep insights into Chinese consumers, not only has leading space and size at the same level, but also takes the lead in introducin

30、g domestic technologies such as the Miller cycle engine, 48V micro-hybrid power, and Feiyu Intelligent Voice Control System. Respond quickly to market demands, increase comfort, intelligent network connectivity and assisted driving, including 16 all-standard 28-class leading configurations, which ha

31、ve been widely recognized by the market and customers since launched. High standard Xiaolan 8 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,

32、 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 ove

33、rseas and domestic industries. In the new business field of intelligent driving, as one of the first demonstration companies certified by the vehicle networking product of Chinas self-developed global satellite positioning system Beidou system, based on 5G and vehicle networking technology applicati

34、on, the Company has researched and developed the first domestic intelligent driving pure electric TeShun light bus product with autonomous driving technology on the mass production model, achieve multiple functions such as high-speed automatic formation, automatic remove formation, automatic obstacl

35、e avoidance, automatic pull over, etc. The Company cooperated with Jiangxi provincial Department of Transportation, China mobile, Huawei and other leading enterprises to complete the Changjiu intelligent high-speed formation autonomous driving demonstration project, Yingtan international IoT confere

36、nce collaboration and presentation project, 2019 World VR industry conference collaboration and presentation project, etc. Based on the Companys new energy light truck platform, cooperated with partners to build a full series of large-tonnage autonomous special vehicles for environmental sanitation，

37、the vehicles will be used in municipal environmental sanitation and other demonstration projects. Combining with the above intelligent driving cooperation projects, the Company has become a member of National Science and Technology Major Project, , joint National Science and Technology Major Project

38、 - Zhi Gan Xing subject research. In the field of new energy technology, based on the commercial scenario, the Company vigorously promotes the research and sales of pure electric vehicle, and develops hydrogen fuel and methanol fuel vehicle technology with advantageous partners. In the new business

39、ecology field, the Company participates in the construction of the automobile business ecosystem, and creates a new ecology of cross-industry intelligent service for commercial vehicles with domestic financial enterprises, communication enterprises, logistics enterprises and mobile travel operating

40、enterprises. 9 Chapter IV Management Discussion and Analysis 1. Summary In 2019, Chinas economic growth is slowing, so as its auto market. Total sales volume was 25.72million units, decreased 7.51% compared with last year. During the reporting period, to cope with more severe competition, more strin

41、gent 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 2019, JMC achie

42、ved sales volume of 290,058 units, increased 1.75% compared with last year, achieved revenue of RMB 29.17 billion, increased 3.27% compared with last year, achieved net profit of RMB 148 million, increased 60.96% compared with last year. It mainly reflects the rise in sales and the improvement of pr

43、ofitability resulted from the Company has taken positive measures to reduce cost and increase efficiency. 2. Core Business Analysis I. Summary In 2019, JMC sales volume achieved 290,058 units, increased 1.75% compared with last year, including96,915 units JMC series truck, 59,486 units JMC series pi

44、ckup, 52,056 units SUV, 45,974 units Transit series commercial vehicle, and 35,627 units JMC branded light bus. 2019 total production volume was 288,074 units, increased 0.44% compared with last year, including 96,513 units JMC series truck, 58,368 units JMC series pickup, 51,881 units SUV, 45,735 u

45、nits Transit series commercial vehicle, and 35,577 units JMC branded light bus. JMC total sales revenue in 2019 was RMB 29.17 billion, increased 3.27% compared with last year. II. Revenue and Cost 10 (a) Composition of Sales Revenue Unit: RMB 2019 FY 2018 FY YOY change (%) Amount Proportion (%) Amou

46、nt Proportion (%) Revenue 29,173,636,262 100.00% 28,249,339,672 100.00% 3.27% By Industry Automobile Industry 29,173,636,262 100.00% 28,249,339,672 100.00% 3.27% By Products Vehicle 26,252,631,564 89.99% 25,178,859,631 89.13% 4.26% Components 2,351,979,223 8.06% 2,696,240,006 9.55% -12.77% Automobil

47、e Maintenance services 103,582,678 0.36% 71,798,771 0.25% 44.27% Material & Others 465,442,797 1.60% 302,441,264 1.07% 53.90% By region China 29,173,636,262 100.00% 28,249,339,672 100.00% 3.27% (b) Reach to 10% of Revenue or Profit by Industry, Product or Region Applicable Not Applicable Unit: RMB T

48、urnover Cost Gross Margin Y-O-Y turnover change (%) Y-O-Y Cost Change (%) Y-O-Y gross margin change (points) By Industry Automobile Industry 29,173,636,262 24,530,857,150 15.91% 3.27% 0.50% 2.32% By Products Vehicle 26,252,631,564 22,303,937,803 15.04% 4.26% 0.72% 2.99% By Region China 29,173,636,26

49、2 24,530,857,150 15.91% 3.27% 0.50% 2.32% 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

50、Yes No Industry Item Unit 2019 2018 Change (%) Automobile Sales volume unit 290,058 285,066 1.75% Production volume unit 288,074 286,808 0.44% 11 Explanation on YOY change of over 30% Applicable Not Applicable (d) Execution of Companys Signed Major Sales Contract Applicable Not Applicable (e) Compos