ANNUAL REPORT 2016 中國美東汽車控股有限公司 Annual Report 年報 2016 1
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China MeiDong Auto Holdings Limited China MeiDong Auto Holdings Limited China MeiDong Auto Holdings Limited 中國美東汽車控股有限公司 中國美東汽車控股有限公司 (於開曼群島註冊成立之有限公司) (Incorporated in the Cayman Islands with limited liability) 股份代號 : 1268 Stock Code : 1268 年報 2016 ANNUAL REPORT 2016 中國美東汽車控股有限公司 Annual Report 年報 2016 1 CONTENTS 2 GEOGRAPHICAL COVERAGE 4 CORPORATE INFORMATION 5 LETTER FROM CHAIRMAN AND CEO 8 MANAGEMENT DISCUSSION AND ANALYSIS 13 BIOGRAPHICAL DETAILS OF DIRECTORS AND SENIOR MANAGEMENT 17 REPORT OF THE DIRECTORS 31 CORPORATE GOVERNANCE REPORT 43 ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT 49 INDEPENDENT AUDITOR’S REPORT 55 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 56 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 58 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 59 CONSOLIDATED CASH FLOW STATEMENT 60 NOTES TO THE FINANCIAL STATEMENTS 136 FIVE-YEAR FINANCIAL SUMMARY China Meidong Auto Holdings Limited • Annual Report 2016 2 GEOGRAPHICAL COVERAGE BEIJING & HEBEI GNASU TOYOTA Lexus (1) Chengde (70%)* (21) Lanzhou* (2) Beijing BMW FUJIAN (3) Beijing Lexus (22) Xiamen HUBEI (23) Longyan* BMW TOYOTA (4) Huanggang* (24) Quanzhou* GUANGDONG JIANGXI TOYOTA BMW (5) Dongguan Dongbu (25) Jingdezhen* (6) Dongguan Dongmei TOYOTA (7) Dongguan Dongxin (8) Dongguan Anxin (49%) (26) Xinyu* (9) Dongguan Fenggang (27) Jiujiang* (10) Dongguan Wangniudun Lexus (11) Dongguan (49%) (12) Foshan (60%) (13) Zhuhai (14) Qingyuan HYUNDAI (15) Dongguan (70%) (16) Heyuan* Notes: (1) Apart from the stores marked by brackets, the others BMW are 100% owned by the Group. (2) Including a joint venture and an associate in which the (17) Yangjiang Group owns 49% equity interest (Dongguan Meidong (18) Guangzhou and Donguan Anxin). PORSCHE (19) Shunde* (20) Shantou* * Single City Single Brand China Meidong Auto Holdings Limited • Annual Report 2016 3 GEOGRAPHICAL COVERAGE HUNAN BMW (28) Zhuzhou* (29) Hengyang* (30) Changde* (31) Yueyang* (32) Liuyang Lexus (33) Changsha TOYOTA (34) Yiyang* Beijing Hebei Gansu Hubei Jiangxi Hunan Fujian Guangdong China Meidong Auto Holdings Limited • Annual Report 2016 4 CORPORATE INFORMATION BOARD OF DIRECTORS HEAD OFFICE AND PRINCIPAL Executive Directors PLACE OF BUSINESS IN PRC Ye Fan (Chairman) 13th Floor, Unit A1 Ye Tao (Chief Executive Officer) Tian An Tech Industry Building Liu Xuehua Huangjin Road Nancheng District, Dongguan Guangdong, PRC Independent Non-Executive Directors Chen Guiyi (appointed on 1 April 2017) PRINCIPAL PLACE OF BUSINESS Wang, Michael Chou IN HONG KONG Jip Ki Chi Room 2404 Pan Lu (resigned on 31 March 2017) 24th Floor, World-Wide House 19 Des Voeux Road, Central AUTHORISED REPRESENTATIVES Hong Kong Ye Tao AUDITOR COMPANY SECRETARY KPMG Wong Cheung Ki Johnny, FCPA, ACIS, ACS Certified Public Accountants 8th Floor, Prince’s Building AUDIT COMMITTEE 10 Chater Road Central, Hong Kong Jip Ki Chi (Chairman) Wang, Michael Chou CAYMAN ISLANDS SHARE Chen Guiyi (appointed on 1 April 2017) REGISTRAR AND TRANSFER Pan Lu (resigned on 31 March 2017) OFFICE Codan Trust Company (Cayman) Limited REMUNERATION COMMITTEE Cricket Square Wang, Michael Chou (Chairman) Hutchins Drive (appointed on 1 April 2017) PO Box 2681 Pan Lu (Chairman) (resigned on 31 March 2017) Grand Cayman, KY1-1111 Jip Ki Chi Cayman Islands Chen Guiyi (appointed on 1 April 2017) HONG KONG BRANCH SHARE Ye Tao (resigned on 31 March 2017) REGISTRAR AND TRANSFER OFFICE NOMINATION COMMITTEE Tricor Investor Services Limited Ye Fan (Chairman) (appointed on 1 April 2017) Level 22, Hopewell Centre Ye Tao (Chairman) (resigned on 31 March 2017) 183 Queen’s Road East Wang, Michael Chou (appointed on 1 April 2017) Wanchai, Hong Kong Jip Ki Chi PRINCIPAL BANKERS REGISTERED OFFICE China Construction Bank (Asia) Corporation Cricket Square Limited Hutchins Drive Industrial Bank Co. Ltd. PO Box 2681 STOCK CODE Grand Cayman, KY1-1111 1268 Cayman Islands COMPANY’S WEBSITE www.meidongauto.com China Meidong Auto Holdings Limited • Annual Report 2016 5 LETTER FROM CHAIRMAN AND CEO The strong growth of the automobile market in 2016 was attributable to the better macro economic environment and the improved liquidity, which drove the demand for high value consumer goods. Other factors included the reduction of purchase tax and concern of potential license restrictions, both of which pulled future automobile consumptions forward into 2016. Industry dynamics such as more availability of automobile financing and accelerating new product cycles also helped reducing the purchasing barriers and stimulated demand, especially the demand for luxury vehicles. The growing demand corrected the over supply situation in 2015 and first part of 2016, and created some supply shortage in second half of 2016, which in turn reduced inventory level, improved margins, Dear shareholders, and enhanced cash flow for auto dealers. New car sales margin has been trending up since middle We are pleased to present the annual report of 2016, so have other value-added sales such as of China Meidong Auto Holdings Limited (the financial and insurance commission, used-cars, and “Company”) and its subsidiaries (together, the other services. “Group”) for the year ended 31 December, 2016. In this letter, we will discuss with you our view on INFLECTION POINT – MEIDONG China Automobile market, our company strategy STRATEGY AND OPERATIONS IN and operations in 2016, and our outlook into 2017 2016 and beyond. In 2016, we executed our long-standing strategy CHINA AUTOMOBILE MARKET IN of “Single City Single Store”, further expanding 2016 in tier three and tier four cities, and we benefited from our unrelenting pursue of management In 2016, the automobile industry in China recorded efficiency. We recorded a strong and balanced strong growth. Vehicle production and sales revenue growth of 30.3% to RMB6,263.3 million increased by 14.5% to 28.1 million units and 13.7% with new car sales revenue and after sales revenue to 28.0 million units respectively. These numbers increased by 30.2% to RMB5,585.6 million and are historical high and China stayed as the world’s 30.6% to RMB677.7 million respectively. The net largest market for eight consecutive years. Sport profit amounted to RMB157.0 million, a significant utility vehicles (“SUV”) and multi-purpose vehicles year-on-year growth of 48.0%, outpacing revenue (“MPV”) remained as the major drivers with growth due to substantial net margin expansion significant volume growth of 44.6% and 18.4% from 2.2% in 2015 to 2.5% in 2016. Our return on respectively. Sedans also grew mildly by 3.4%. equity and return on total asset increased to 17.4% and 6.1% in 2016 from 13.4% and 4.5% in 2015 respectively. China Meidong Auto Holdings Limited • Annual Report 2016 6 LETTER FROM CHAIRMAN AND CEO We opened 7 new stores in 2016 and our 4S stores divided by equity attributable to shareholders) was totaled 34 at the end of 2016, a 26% store count at a low level at 1.3%. We maintained a stable growth over the same period in the previous year. dividend policy in 2016. The final dividend was Most of our new stores are located in the 3rd and RMB0.064 per share at a dividend payout ratio 4th tier cities and enjoy favorable competition (dividend proposed divided by profit attributable landscape such as lower investment, better sales to the shareholders of the Company) of 45.8%, a and services margins, and ultimately quicker return growth of 39.1% per share from 2015. on investment. As a result, most of our new stores are profitable the first year, and the number of We continued to focus much effort in human profitable stores as a percentage of total number of resources, employee satisfaction, and training in stores was over 75%. 2016. We are blessed with a loyal and capable management team, and with the “Simple, Direct, We pursued management efficiency relentlessly and Data-driven” corporate culture. We believe in 2016. Inventory turnover days, one of the key that employee satisfaction is the pre-condition of measures of management efficiencies, further customer satisfaction, and in 2016, we continued decreased 15 days from 46 days to 31 days in to foster our corporate culture and employee 2016. Disciplined inventory management resulted satisfaction through refining incentive system, in the ongoing improvement of sales and gross promoting from within and extensive training. The margin of new car sales. We also strived to grow result was that year 2016 was another year when value-added services, including car financing and we had very low voluntary turnover among our insurance related services to further strengthen our managers and employees. profitability, and the other revenue and net income doubled in 2016 to RMB45.8 million. Our effort in INFLECTION POINT – 2017 AND cost management, coupled with smaller inventory BEYOND days, enabled us to substantially reduce financial cost as a percentage of revenue to 0.8% from 1.6% 2016 was an inflection point for us. Going forward in 2015. into 2017, we believe that the trends of the industry and the state of our company provide favorable Strong cash generation from operations provided environment for us to continue to excel. We expect us with sufficient capital to support our double- a further improved automobile supply and demand digit expansion organically and to enable dividend balance to support good margins and volumes. We payout while maintaining a healthy balance sheet. will benefit from strong product life cycles in many In 2016, the net cash from operating activities of our brands, including BMW, Lexus, and Porsche. increased to RMB300.2 million from RMB203.3 We also believe that automobile manufacturers and million in 2015, a 47.7% growth year-on-year. dealers will learn how to build win/win relationships As at the end of 2016, our gearing ratio (loans and will act like equal partners at the negotiation and borrowings and corporate bonds less cash tables, an attitude that is vital for the long-term and cash equivalents and pledged bank deposits health of the industry.