Annual Report
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Stock Code: 3836 2018 Annual Report 2018 Annual Report 年 度報告 Contents Corporate Information 2 Chairman’s Statement 4 Management Discussion and Analysis 6 Corporate Governance Report 16 Directors and Senior Management 29 Directors’ Report 34 2018 Environmental, Social and Governance Report 51 Independent Auditor’s Report 71 Consolidated Statement of Profit or Loss 77 Consolidated Statement of Comprehensive Income 78 Consolidated Statement of Financial Position 79 Consolidated Statement of Changes in Equity 81 Consolidated Statement of Cash Flows 83 Notes to Financial Statements 86 Corporate Information BOARD OF DIRECTORS NOMINATION COMMITTEE Executive Directors Mr. FENG Changge (Chairman) Mr. XUE Guoping Mr. FENG Changge (Chairman) Mr. WANG Nengguang Mr. LIU Fenglei (appointed on February 4, 2019) Ms. MA Lintao Mr. XIAO Changnian Ms. FENG Guo (resigned on February 4, 2019) Mr. HAN Yang (appointed on June 30, 2018) COMPANY SECRETARY Non-executive Directors Ms. WONG Wai Yee, Ella Mr. FAN Qihui (resigned on June 30, 2018) (appointed on January 24, 2018) Ms. WONG Wai Ling Independent Non-executive Directors (resigned on January 24, 2018) Mr. WANG Nengguang (appointed on February 4, 2019) AUTHORIZED REPRESENTATIVES Mr. LIU Zhangmin Mr. XUE Guoping Mr. LIU Fenglei Mr. XIAO Changnian Ms. Wong Wai Yee, Ella (resigned on February 4, 2019) (appointed on January 24, 2018) Ms. WONG Wai Ling (resigned on January 24, 2018) AUDIT COMMITTEE Mr. WANG Nengguang (Chairman) LEGAL ADVISER (appointed on February 4, 2019) Mr. LIU Zhangmin Morrison & Foerster Mr. XUE Guoping 33/F, Edinburgh Tower Mr. XIAO Changnian The Landmark (resigned on February 4, 2019) 15 Queen’s Road Central Hong Kong REMUNERATION COMMITTEE AUDITORS Mr. XUE Guoping (Chairman) Mr. LIU Zhangmin Ernst & Young Mr. LIU Fenglei Certified Public Accountants (appointed on December 10, 2018) 22/F, CITIC Tower Ms. FENG Guo (retired on December 10, 2018) 1 Tim Mei Avenue, Central, Hong Kong 2 China Harmony New Energy Auto Holding Limited Corporate Information PRINCIPAL BANKS CAYMAN ISLANDS SHARE REGISTRAR China CITIC Bank, Zhengzhou Branch Shanghai Pudong Development Bank, Codan Trust Company (Cayman) Limited Zhengzhou Branch Cricket Square, Hutchins Drive China Merchants Bank, Zhengzhou Branch P.O. Box 2681 The Bank of East Asia, Zhengzhou Branch Grand Cayman, KY1-1111 Bank of Communications, Zhengzhou Branch Cayman Islands REGISTERED OFFICE HONG KONG SHARE REGISTRAR Cricket Square, Hutchins Drive Tricor Investor Services Limited P.O. Box 2681 Level 22, Hopewell Centre Grand Cayman, KY1-1111 183 Queen’s Road East Cayman Islands Hong Kong PRINCIPAL PLACE OF BUSINESS COMPANY’S WEBSITE AND HEADQUARTER IN THE PRC www.hexieauto.com 15A, Tower A, World Trade Center Building Shangwuneihuan Road STOCK CODE CBD Zhengdong New District Zhengzhou, Henan Province 3836 PRC PRINCIPAL PLACE OF BUSINESS IN HONG KONG Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong Annual Report 2018 3 Chairman’s Statement Dear Shareholders: On behalf of the board of directors (the “Board”) of China Harmony New Energy Auto Holding Limited (“China Harmony Auto”or the “Group” or “we”), I am pleased to present the report of the results of the Company and its subsidiaries (the “Group”) for 2018. 2018 was the key year for the transformation and upgrading of China automobile market. It has registered a negative sales growth in the market. On the contrary, the sales of the new energy vehicles (“NEV”) have increased sharply, with this flourish development, the new energy industry accelerated its intelligent revolution. In 2018, we refine our business strategy into “One Body Three Wings”. We increased the sale service of NEV business to build the stable and balance of our auto service ecosystem. We continued to regard new energy automobile industry as our strategic layout and took the lead of building up the auto service ecosystem covering EV manufacture, sales and after-sale services. In the future, we will further enhance the optimization of the synergy between various business segments. Key operating results during the period from January 1, 2018 to December 31, 2018 (the “Reporting period”) are as follows: • Revenue of the Group was RMB10,639.9 million for 2018, representing a decrease of 1.8% as compare with RMB10,840.4 million in 2017. As the revenue for 2017 included the revenue from comprehensive after-sale services, a non-spin-off business, of RMB236.3 million, a slight increase was recorded in 2018 as compared to the adjusted revenue of RMB10,604.1 million for 2017. • As the 31 December 2018, the Group recorded a sales volume of new vehicles of a total of 26,998 units, representing a year-on-year increase of 4.2% as compared to that of 2017. Revenue from sales of new vehicles amounted to RMB10,639.9 million. • The Group achieved profit attributable to owners of the parent for the year 2018 of RMB683.7 million. 4 China Harmony New Energy Auto Holding Limited Chairman’s Statement I would like to extend my sincere gratitude to all staff for their continuous network layout and shareholders and business partners for their greatest support. In the future, we will continuously insist on our unique strategy of “One Body Three Wings”. “One Body” is represent for expanding the luxury car dealer business actively and steadily. As for “Three Wings”, we encourage and support the Comprehensive After-sales services Business and New Energy Auto Manufacturing project introduce external strategic investors. The sale of new energy vehicles business is an extension and supplement of the” One Body” – the luxury car dealer business with wide prospects. We firmly believe that the strategy will form an ecosystem of automobile service with mutual support and business collaboration. The unique business strategy and cooperative development of various business are our core strengths that make us stand out from market competitions and constantly create even more value for our company and shareholders in the time to come. Feng Changge Chairman of the Board March 29, 2019 Annual Report 2018 5 Management Discussion And Analysis INDUSTRY OVERVIEW In 2018, China’s automobile industry recorded a negative growth in sales volume for the first time in the past 20 years. According to China Association of Automobile Manufacturers (中國汽車工業協 會), compared with 2017 the sales volume of passenger vehicles in China was 23.71 million units, representing a year-on-year decrease of 4.1%. On the contrary, according to relevant statistics, an upward trend was seen in the sales volume of luxury vehicles in the PRC market in 2018 with a total sales volume of over 2.8 million units. The growth in the luxury vehicle market of China was primarily attributable to consumption upgrade driven by the increasing demand from second- and third-tier cities. Given to the current trend, such second- and third-tier cities that are mainly formed by provincial capitals and sub-provincial cities in the central and western regions have become the main contributors to luxury vehicle consumption. Despite the decline in overall sales volume of vehicles nationwide, the sales volume of new energy vehicles continued rapid growth in 2018. According to CPCA, the sales volume of new energy passenger vehicles of wholesaler for the year was 1.008 million units, representing a year-on-year increase of 88.5%. The rapid growth in the sales volume of new energy vehicles has become one of the highlights in the automobile market in China in 2018. BUSINESS OVERVIEW Overall Completion of Network Layout and Steady Improvement of Dealership Business As of the date of this report, the Group had a total of 67 dealership outlets covering 33 cities across the country and distributed 14 brands, which include 10 luxury brands, namely, BMW, MINI, Lexus, Jaguar, Land Rover, Volvo, Zinoro, Lincoln, Audi, Alfa Romeo; and 4 ultra-luxury brands, namely, Rolls Royce, Ferrari, Maserati and Bentley. As of the date of this report, the Group engages in a total of 12 authorized dealership outlets under construction or to be constructed. The authorized outlets are mainly luxury and ultra-luxury brands, including BMW, Lincoln, Lexus, Audi, Maserati and Alfa Romeo. Such 12 outlets under construction and to be constructed are mainly located in the central and western regions in China, i.e. the typically advantageous areas of the Group, and the network covers first-tier and new first-tier cities including Beijing, Wuhan and Ningbo. The strategic layout in the cities located in the central and western regions facilitated the Group in further enhancing and consolidating its position in the market and the layout in new first-tier cities and such cities with great potential for growth is beneficial to the Group to expand market share nationwide, grow brand awareness, and enhance the market penetration rate. 6 China Harmony New Energy Auto Holding Limited Management Discussion And Analysis As of 31 December 2018, the Group recorded a sales volume of new vehicles of a total of 26,998 units, representing an increase of 4.2% as compared with 25,917 units in 2017. Sales volume of Lexus brand was 2,962 units, increased by 17.9% when comparing with the same period of 2017. The Group has established an automobile lease finance company to engage in lease finance business since the second half of 2017 by leveraging the capital strength and the sales network for new vehicles of 4S shops of the Group. We, by adhering to the concept of “car butler service” and the selling points of “good product that saves time and money and without worries”, provide customers with direct-lease finance services. The Company has established a stringent risk management mechanism that tracks the credit and repayment record of its customers in real time in order to detect outstanding and bad debts.