Chongqing Changan Automobile Company Limited 2013 Annual
Total Page:16
File Type:pdf, Size:1020Kb
Chongqing Changan Automobile Company Limited 2013 Annual Report April, 2013 Chapter 1 Important Notice, Contents, and Definitions The Board of Directors, the Board of Supervisors, Directors, Supervisors and Senior Executives of our company 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. Chairman of the Board Xu Liuping, the Chief Financial Officer Wang kun and the responsible person of the accounting institution (Accountant in charge) Hua Zhanbiao hereby declare that the Financial Statements enclosed in this annual report are true, accurate and complete. Other directors attended the board meeting on auditing the report except for the following directors: Name of the Director Reasons for the absence Name of the consignee Wang zhixiong On Business Chen zhong The preplan profit distribution of the Company deliberated and approved by the Board is: taking the total shares as of Dec. 31, 2013 as the radix, sending cash dividends of RMB 1 Yuan (tax included) per every 10 shares to its all shareholders, and not converting capital reserve into share capital. The prospective description regarding future business plan and development strategy in this report does not constitute virtual commitment. The investors shall pay attention to the risk. The report shall be presented in both Chinese and English, and should there be any conflicting understanding of the text, the Chinese version shall prevail. 1 CONTENTS Chapter 1 Important Notice, Contents, and Definitions ............................................. 1 Chapter 2 Company Profile ........................................................................................ 4 Chapter 3 Summary of Accounting Data and Financial Indexes ............................... 7 Chapter 4 Report of the Board of Directors ............................................................... 9 Chapter 5 Important Matters .................................................................................... 22 Chapter 6 Changes in the shareholding of the company and shareholders .............. 27 Chapter7 Information about Directors, Supervisors, Senior Management and Employees ................................................................................................................... 32 Chapter8 Corporate Governance .............................................................................. 43 Chapter 9 Internal Control ........................................................................................ 47 Chapter 10 Auditor’s Report ....................................................................................... 49 Chapter 11 Documents for Future Reference ............................................................ 210 2 Definitions Changan Auto., the Refers to Chongqing Changan Automobile Company Limited Company South Industries Refers to China South Industries Group Corp. Company’s actual controller China Changan Automobile Group Corporation, old name: China South China Changan Refers to Industries automobile Co., Ltd., a subsidiary company of South Industries Chongqing Changan Industry (Group) Co., Ltd., old name: Changan Automobile Co., Ltd., Changan Automobile (Group) Co., Ltd., a subsidiary company of Changan Industry Refers to South Industries, the controlling shareholder of the Company before December, 2005 Nanjing Changan Refers 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 Baoding Changan Bus Refers to Baoding Changan Bus Co., Ltd., a subsidiary company of the Company International Refers to Chongqing Changan Automobile International Sale Service Co., Ltd. Company CFMA Refers to Changan Ford Mazda Automobile Co.,,a JV of the Company CFME Refers to Changan Ford Mazda Engine Co., a JV of the Company Changan Suzuki Refers to Chognqing Changan Suzuki Auto. Co.Ltd., a JV of the Company CAPSA Refers to Changan PSA Automobiles Co., Ltd,a JV of the Company Jiangling holding Refers to Jiangling Holding Co., a JV of the Company Harbin Hafei Automobile Industry Group Co., Ltd., a subsidiary company of Hafei Group Refers to China Changan Chongqing Changan Minsheng APLL Logistics Co., Ltd, a subsidiary company CMAL Refers to of Changan Industry Financial Co. of Refers to Financial Co. of China South Industries Group Corporation CSGC Zhonghuifutong Refers to Zhonghui Fortis Investment Co., Ltd. a subsidiary company of China Changan 3 Chapter 2 Company Profile 1. Basic Information Stock abbreviation Changan Automobile Changan B Stock Code 000625、200625 Listed on Shenzhen Stock Exchange Company name in 重庆长安汽车股份有限公司 Chinese Company abbreviation in 长安汽车 Chinese Company name in Chongqing Changan Automobile Company Limited English Legal representative Xu LiuPing Registered address No. 260, East Jianxin Road Jiangbei District, Chongqing Post code of the registered 400023 address Office address No. 260, East Jianxin Road, Jiangbei District, Chongqing Post code of the office 400023 address Website http://www.changan.com.cn E-mail address [email protected] 2. Contact Information Secretary of the Board of Directors Securities affairs representative Name Lijun No. 260, East Jianxin Road, Jiangbei Contact address District, Chongqing TEL: 023-67594008,67594009 FAX: 023-67866055 E-mail address [email protected] 4 3. Information Disclosure and Filing Site Newspaper selected by the Company for China Securities Journal, Securities Daily and Hong Kong Commercial Daily information disclosure Website selected by CSRC for publishing www.cninfo.com.cn this annual report The place where this annual report is Secretary's Office of Board of Directors prepared and kept 4. Changes of Registration Information Registered number Registered of the corporation Tax registration Organization Registration date address legal person’s No. code business license No.309,Nanchengda Guoshuichongzi Yujing First registration Oct. 31,1996 dao,Nan’an District, 5000001805570 28546236-3 Chongqing 51021120286320X No. 260, East Yuguoshuizi Registration at the Jianxin Road Yuzhi end of reporting Aug. 24, 2012 50010520286320XY 20286320-X Jiangbei District, period 500000000005061 udishuizi Chongqing 50010520286320X 1.In Oct. 2005, according to the restructuring program on automobile business, the Company’s actual controller, China South Industries Group Corporation made transferring of all state-owned shares of the Company as part of funding for China South Industries Automobile Company Limited. In March 2006, all shares held by Changan Group have been transferred to China South Industries Automobile Company Limited. All previous changes of dominant China South Industries Automobile Company Limited became the majority stockholders shareholder of the Company, and Changan Group holds zero share since then. 2. 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.”. After change of its name, its property, ownership and control relation are without change. 5. Other Relevant Information The accounting firm employed by the Company: 5 Name of the accounting firm ERNST&YOUNG Hua Ming LLP Level 16, Ernst & Young Tower, Oriental Plaza, No. 1 East Chang An Avenue, Dong Address of the accounting firm Cheng District, Beijing, China Name of the certified public Qiao Chun,Ai Wei accountant for signature 6 Chapter 3 Summary of Accounting Data and Financial Indexes 1. Major Accounting Data and Financial Indexes Unit: Yuan Increase/decrease on a 2013 2012 2011 year-on-year basis (%) Operating revenue (Yuan) 38,481,862,261.90 29,462,588,753.56 30.61% 26,551,846,548.17 Net profit belonging to shareholders 3,505,640,520.04 1,446,409,591.28 142.37% 967,940,639.48 of the listed company (Yuan) Net profit belonging to shareholders of the listed company after deduction 3,323,415,945.67 1,071,948,748.07 210.03% 794,691,915.61 of non-recurring profit and loss (Yuan) Net cash flow arising from operating 1,832,646,224.37 511,885,673.38 258.02% 207,217,572.62 activities (Yuan) Basic earnings per share (Yuan/Share) 0.75 0.31 141.94% 0.2 Diluted earnings per share 0.75 0.31 141.94% 0.2 (Yuan/Share) Return on equity (ROE) (%) 20.44% 9.66% 10.78% 6.86% Increase/decrease of the end of current year End of 2013 End of 2012 End of 2011 compared with that of the previous year (%) Total assets (Yuan) 53,364,694,275.91 46,117,604,792.27 15.71% 36,532,118,115.54 Net assets belonging to shareholders of the listed company (Owner's equity 18,778,354,427.87 15,512,935,348.26 21.05% 14,739,231,462.02 belonging to shareholders of the listed company) (Yuan) 2. Items of non-recurring profit and loss and related amounts: Unit: Yuan Item Amount of 2013 Amount of 2012 Amount of 2011 Profit and loss from disposal of non-current assets (including the -12,900,068.51 -2,659,276.68 11,722,827.07 write-off of assets depreciation reserves) Government subsidiaries included in current profit and loss 196,086,391.16 402,264,192.28 184,906,144.09 7 (except those closely related with the Company, which are enjoyed by rating or quotas according to uniform standards of the State) Current net gains/losses of the subsidiaries from period-begin to consolidated date occurred from enterprise merger under the 12,050,340.92