SAIC MOTOR CORPORATION LIMITED Annual Report 2018
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SAIC MOTOR ANNUAL REPORT 2018 Company Code: 600104 Abbreviation of Company: SAIC SAIC MOTOR CORPORATION LIMITED Annual Report 2018 1 / 249 SAIC MOTOR ANNUAL REPORT 2018 Important Note 1. Board of directors (the "Board"), board of supervisors, directors, supervisors and senior management of the Company certify that this report does not contain any false or misleading statements or material omissions and are jointly and severally liable for the authenticity, accuracy and integrity of the content. 2. All directors attended Board meetings. 3. Deloitte Touche Tohmatsu Certified Public Accountants LLP issued a standard and unqualified auditors’ report to the Company. 4. Mr. Chen Hong, Chairman of the Board, Mr. Wei Yong, the chief financial officer, and Ms. Gu Xiao Qiong, head of Accounting Department, certify the authenticity, accuracy and integrity of the financial reports contained in the annual report of the current year. 5. Plan of profit distribution or capital reserve capitalization approved by the Board The Company plans to distribute cash dividends of RMB 12.60 (inclusive of tax) per 10 shares, amounting to RMB 14,721,161,319.90 in total based on total shares of 11,683,461,365. The Company has no plan of capitalization of capital reserve this year. The cash dividend distribution for the recent three years accumulates to RMB 55,379,606,870.10 in total (including the year of 2018). 6. Risk statement of forward-looking description √Applicable □N/A The forward-looking description on future plan and development strategy in this report does not constitute substantive commitment to investors. Please note the investment risk. 7. Does the situation exist where the controlling shareholder and its related parties occupy the funds of the Company for non-operational use? No. 8. Does the situation exist where the Company provides external guarantee which is not in compliance with the required decision-making procedures? No. 9. Significant risk alert There are no significant risks which have substantive effects on the Company's production and operation during the reporting period. The Company has described the possible risks that the Company may be exposed to in the process of production and operation in this report. Please refer to "Possible Risks" in Section IV Discussion and Analysis of Operations. 10. Others □Applicable √ N/A 2 / 249 SAIC MOTOR ANNUAL REPORT 2018 Contents Section I Definitions .......................................................................................................................... 4 Section II General Information and Major Financial Indicators of the Company ..................... 5 Section III Business Overview of the Company ........................................................................... 10 Section IV Discussion and Analysis of Operations ....................................................................... 12 Section V Important Events ........................................................................................................... 28 Section VI Changes in Ordinary Shares and Shareholders ........................................................ 40 Section VII Preferred Shares ......................................................................................................... 47 Section VIII Directors, Supervisors, Senior Management and Employees ............................... 48 Section IX Corporate Governance ................................................................................................. 58 Section X Corporate Bonds ............................................................................................................ 64 Section XI Financial Report ........................................................................................................... 65 Section XII List of Documents Available For Inspection .......................................................... 249 3 / 249 SAIC MOTOR ANNUAL REPORT 2018 Section I Definitions I. Definition In this report, unless the context otherwise indicated, the following terms are defined as below: Definitions of frequently-used words CSRC Refers to China Securities Regulatory Commission SSE Refers to Shanghai Stock Exchange Shanghai State-owned Assets Shanghai SASAC Refers to Supervision and Administration Commission Company, the Company, the Refer to SAIC Motor Corporation Limited Group, SAIC Group, SAIC Motor SAIC Group Refers to Shanghai Automotive Industry Corporation (Group) SAIC VOLKSWAGEN Refers to SAIC Volkswagen Automobile Co., Ltd. SAIC GM Refers to SAIC General Motors Co., Ltd. SAIC Passenger Vehicle Refers to SAIC Motor Corporation Limited Passenger Vehicle Branch SGMW Refers to SAIC GM Wuling Co., Ltd. SAIC Maxus Refers to SAIC Maxus Vehicle Co., Ltd. Shanghai Sunwin Refers to Shanghai Sunwin Bus Co., Ltd. IVECO Hongyan, SAIC-IVECO Refer to SAIC-IVECO Hongyan Commercial Vehicle Co., Ltd. Hongyan Nanjing Iveco Refers to Nanjing Iveco Automobile Co., Ltd. SAIC Motor-CP Refers to SAIC Motor-CP Co., Ltd. SAIC Indonesia Refers to SAIC-GM-Wuling Motor Indonesia HASCO Motor, HASCO Refer to HUAYU Automotive Systems Co., Ltd. SFC Refers to SAIC Finance Co., Ltd. SAIC-GMAC Refers to SAIC-GMAC Automotive Finance Co., Ltd. Chexiang Technology Refers to Shanghai Chexiang Technology Industry Co., Ltd. Global Car Sharing Refers to Global Car Sharing and Rental Co., Ltd. Anji Logistics Refers to Anji Automotive Logistics Co., Ltd. Zhonghaiting Refers to Wuhan Zhonghaiting Data Technology Co., Ltd. SAIC Infineon Refers to SAIC Infineon Automotive Power Modules (Shanghai) Co., Ltd. 4 / 249 SAIC MOTOR ANNUAL REPORT 2018 Section II General Information and Major Financial Indicators of the Company I. Information of the Company Name of Company in Chinese 上海汽车集团股份有限公司 Abbreviation of company name in 上汽集团 Chinese Name of Company in English SAIC Motor Corporation Limited Abbreviation of company name in SAIC Motor English Legal representative of the Company Mr. Chen Hong II. Contacts Secretary of the Board Securities affairs representative Name Mr. Wei Yong Mr. Wei Yong Address No.489 Weihai Road, Jing'an No.489 Weihai Road, Jing'an District, Shanghai, China District, Shanghai, China Telephone number (021) 22011138 (021) 22011138 Facsimile number (021) 22011777 (021) 22011777 E-mail [email protected] [email protected] III. Basic information of the Company Registered address Room 509, No.1 Tower, No. 563 Songtao Road, Pilot Free Trade Zone, Shanghai, China Post code of registered address 201203 Office address No. 489 Weihai Road, Jing'an District, Shanghai, China Post code of office address 200041 Website http://www.saicmotor.com E-mail [email protected] IV. Information disclosure and the location Designated newspapers for information "Shanghai Securities News", "China Securities disclosure Journal" and "Securities Times" Website designated by CSRC for the publication of the Company's annual http://www.sse.com.cn report The Company's annual report is available Office of the Board at 5 / 249 SAIC MOTOR ANNUAL REPORT 2018 V. Profile of the Company's shares Profile of the Company's shares Class of shares Stock exchange Short name Stock code Former short name Shanghai Stock Shanghai A shares SAIC MOTOR 600104 Exchange Automotive VI. Other relevant information Deloitte Touche Tohmatsu Name Certified Public Accountants LLP Information of the F/30,Bund Center, No. 222 East Yan An accounting firm appointed Office address Road, Shanghai by the Company (domestic) Signing Certified Public Hu Yuan Yuan, Ma Tian Tian Accountant Name Guotai Junan Securities Co., Ltd. F/29, No.168 Yincheng Middle Road, Sponsor performing Office address Pudong New Area, Shanghai continuous supervision Authorized sponsor duties in the reporting Chi Hui Tao, Ding Ying Hua representative period Continuous supervision January 19, 2017-December 31, 2018 period VII. Major accounting data and financial indicators in recent three years (I) Major accounting data Unit: RMB Year-on- Major accounting data 2018 2017 2016 year (%) Total operating income 902,194,064,732.24 870,639,427,000.07 3.62 756,414,060,141.04 Operating income 887,626,207,288.41 857,977,717,906.64 3.46 746,234,636,304.31 Net profit attributable to shareholders of 36,009,210,583.83 34,410,339,492.71 4.65 32,005,700,516.10 listed companies Net profit attributable to shareholders of listed companies after deducting non- 32,409,013,305.15 32,915,755,236.71 -1.54 30,328,970,857.53 recurring profit or loss Net cash flow from operating activities 8,975,654,791.66 24,301,071,935.41 -63.06 11,360,916,342.78 Year-on- December 31, 2018 December 31,2017 December 31, 2016 year (%) Net assets attributable to shareholders of 234,368,561,956.28 225,335,302,711.77 4.01 192,098,045,637.18 listed companies Total assets 782,769,849,841.01 723,533,131,261.59 8.19 590,710,298,719.06 6 / 249 SAIC MOTOR ANNUAL REPORT 2018 (II) Major financial indicators Year-on-year Major financial indicators 2018 2017 2016 (%) Basic earnings per share (RMB/Share) 3.082 2.959 4.16 2.903 Diluted earnings per share (RMB/Share) N/A N/A N/A N/A Basic earnings per share after deducting non- 2.774 2.831 -2.01 2.751 recurring profit or loss (RMB/Share) Decreased by Weighted average return on net assets (%) 15.67 16.87 17.51 1.20 % Weighted average return on net assets after Decreased by 14.10 16.14 16.61 deducting non-recurring profit or loss (%) 2.04 % Explanations on major accounting data and financial indicators in recent three years √ Applicable □ N/A 1) In March 2018, the subsidiary of the Company, Huayu Automotive