2018 Annual Report and Highlight a Few of the Year’S Increase Product Exposure with Current Customers
Total Page:16
File Type:pdf, Size:1020Kb
Contents Corporate Profile 2 Corporate Information 4 Our Products 7 Business Overview 14 Financial Highlights 27 CEO’s Statement 28 Management Discussion and Analysis 30 Directors and Senior Management 40 Directors’ Report 48 Corporate Governance Report 66 Independent Auditor’s Report 78 Consolidated Balance Sheet 84 Consolidated Income Statement 86 Consolidated Statement of Comprehensive Income 87 Consolidated Statement of Changes in Equity 88 Consolidated Statement of Cash Flows 89 Notes to the Consolidated Financial Statements 90 Five Years’ Financial Summary 156 02 NEXTEER AUTOMOTIVE GROUP LIMITED ANNUAL REPORT 2018 Corporate Profile Nexteer Automotive Group Limited (the Company) together with its subsidiaries are collectively referred to as we, us, our, Nexteer, Nexteer Automotive or the Group. Nexteer Automotive is a global leader in advanced steering and driveline systems, advanced driver assistance systems (ADAS) and autonomous driving (AD) enabling technologies. In-house development and full integration of hardware, software and electronics give Nexteer a competitive advantage as a full-service supplier. As a leader in intuitive motion control, our continued focus and drive is to leverage strengths in advanced steering and driveline systems that provide value-added solutions to our customers. We maintain product focus on electric power steering (EPS) systems – a socially responsible technology that offers automakers increased fuel economy and reduced emissions. As just one example, Nexteer Automotive has put more than 60 million EPS units on the road since 1999, saving enough fuel to fill the equivalent of 48 billion 16-oz. water bottles. Our ability to seamlessly integrate our systems into automotive original equipment manufacturers’ (OEM) vehicles is a testament to our more than 110-year heritage of vehicle integration expertise and product craftsmanship. Our culture inspires employees to achieve personal and corporate growth by focusing on the Company’s core values across all aspects of the Company: people, operational excellence and enterprise growth. We seek to be the partner of choice for our customers and suppliers by delivering dependable, safety-critical products and building enduring relationships. Nexteer provides real-world, vehicle-level solutions by being: • Customer Focused: Respected and trusted for delivering on commitments • Proactive: We listen carefully to understand customer requirements • Innovative: A market leader in steering and driveline innovation • Agile: Able to respond quickly with high-quality, cost-effective solutions • Global: Committed to exceeding customer and vehicle needs every time, in every customer-targeted market NEXTEER AUTOMOTIVE GROUP LIMITED ANNUAL REPORT 2018 03 Corporate Profile GLOBAL FOOTPRINT World Headquarters: Auburn Hills, Michigan, United States of America (USA or US) Manufacturing Plants: 25, including 1 non-consolidated joint venture (JV) Technical Engineering Centres: 3 Customer Service Centres: 14 Global Customers: 60+, including BMW Group (BMW), Fiat Chrysler Automobiles N.V. (FCA), Ford Motor Company (Ford), General Motors Company and Subsidiaries (GM), PSA Groupe (PSA), SAIC General Motors Co., Ltd. (Shanghai GM), SAIC-GM-Wuling Automobile Co. Ltd. (SGMW), Toyota Motor Corporation (Toyota), Renault-Nissan-Mitsubishi Alliance (RNM), Changan Automotive (Group) Co., Ltd. (Changan), Maruti Suzuki India Limited (Maruti Suzuki), Volkswagen Group (VW) and Dongfeng Peugeot Citroën Automobile Co., Ltd. (DPCA), as well as domestic automakers in India, China and South America 04 NEXTEER AUTOMOTIVE GROUP LIMITED ANNUAL REPORT 2018 Corporate Information BOARD OF DIRECTORS AUTHORISED REPRESENTATIVES Executive Directors ZHAO, Guibin (趙桂斌) (appointed with effect from ZHAO, Guibin (趙桂斌) October 19, 2018) (Chairman and Chief Executive Officer) FAN, Yi (樊毅) RICHARDSON, Michael Paul (President) MOK, Ming Wai (莫明慧) (FCIS, FCS) FAN, Yi (樊毅) (resigned with effect from October 19, 2018) Non-Executive Directors LEGAL ADVISERS YANG, Shengqun (楊勝群) ZHANG, Jianxun (張建勛) (appointed with effect from As to Hong Kong Law March 13, 2018) DLA Piper Hong Kong Independent Non-Executive Directors As to Cayman Islands Law LIU, Jianjun (劉健君) Maples and Calder WEI, Kevin Cheng (蔚成) YICK, Wing Fat Simon (易永發) AUDITOR PricewaterhouseCoopers COMPANY SECRETARY FAN, Yi (樊毅) (became the sole Company AUDIT AND COMPLIANCE COMMITTEE Secretary with effect from October 19, 2018 as one of the Joint Company Secretaries, WEI, Kevin Cheng (蔚成) (Chairman) MOK, Ming Wai (莫明慧), resigned with effect YANG, Shengqun (楊勝群) from October 19, 2018) YICK, Wing Fat Simon (易永發) NEXTEER AUTOMOTIVE GROUP LIMITED ANNUAL REPORT 2018 05 Corporate Information REMUNERATION AND NOMINATION PRINCIPAL SHARE REGISTRAR AND COMMITTEE TRANSFER OFFICE YICK, Wing Fat Simon (易永發) (Chairman) Maples Fund Services (Cayman) Limited LIU, Jianjun (劉健君) P.O. Box 1093, Boundary Hall ZHANG, Jianxun (張建勛) (appointed with effect from Cricket Square March 13, 2018) Grand Cayman, KY1-1102 Cayman Islands HEADQUARTERS HONG KONG BRANCH SHARE REGISTRAR 1272 Doris Road Auburn Hills, Michigan 48326, USA AND TRANSFER OFFICE Computershare Hong Kong Investor Services Limited REGISTERED OFFICE Shops 1712-1716 17th Floor Hopewell Centre P.O. Box 309, Ugland House 183 Queen’s Road East Grand Cayman, KY1-1104 Wanchai Cayman Islands Hong Kong PRINCIPAL PLACE OF BUSINESS IN PRINCIPAL BANKERS HONG KONG Bank of America Merrill Lynch 31/F, Tower Two Bank of China Times Square Bank Pekao SA 1 Matheson Street China CITIC Bank Causeway Bay China Construction Bank Hong Kong Comerica Bank JPMorgan Chase & Co. PKO Bank Polski Shanghai Pudong Development Bank The Export-Import Bank of China Wells Fargo Capital Finance 06 NEXTEER AUTOMOTIVE GROUP LIMITED ANNUAL REPORT 2018 Corporate Information STOCK CODES Share Listing Ordinary Shares The Stock Exchange of Hong Kong Limited (Stock code: 1316) Senior Notes Listing US$250,000,000 5.875% Senior Notes due 2021 The Stock Exchange of Hong Kong Limited (Stock code: 5826) COMPANY WEBSITE http://www.nexteer.com/ NEXTEER AUTOMOTIVE GROUP LIMITED ANNUAL REPORT 2018 07 Our Products OUR PRODUCTS ELECTRIC COLUMNS & HYDRAULIC ADAS & DRIVELINE POWER INTERMEDIATE POWER AUTONOMOUS SYSTEMS STEERING SHAFTS STEERING TECHNOLOGIES e design, develop, manufacture and distribute steering and driveline systems and components, Wprimarily for Automotive OEMs. A steering system consists of the components required to provide lateral directional control of the vehicle. Our steering system product lines include EPS, hydraulic power steering (HPS) as well as steering columns and intermediate shafts. A driveline system consists of the components required to transfer power from the transmission to the driven wheels. Our driveline system products include front wheel drive halfshafts, intermediate drive shafts and rear wheel drive halfshafts as well as propeller shaft constant velocity (CV) joints. 08 NEXTEER AUTOMOTIVE GROUP LIMITED ANNUAL REPORT 2018 Our Products ELECTRIC POWER STEERING EPS uses an electric motor to assist driver steering. Aveo; Shanghai GM in the Sonic and the Captiva sport Our hardware and software are developed concurrently utility vehicle (SUV); and FCA in various small cars, and work together to connect the driver with the road – such as the Fiat 500. In China, we also offer an entry- taking into account driving dynamics and the operating level brush motor column-assist EPS (BEPS) specifically environment. This “connection to the road” provides the tailored for developing markets. OEM customers that use driver an experience consistent with the vehicle’s brand our BEPS include: SGMW for the Wuling Hongguang (such as luxury, sport, etc.), while also giving important S/S3 minivan, Bao Jun 730 MPV and Bao Jun 510/560 safety cues regarding road surface (such as icy, gravel, SUV; and Changan for the Oushang MPV, CS15 and etc.). CS70 SUV. Rack-assist EPS (REPS) integrates the required electric In addition, EPS is a key ADAS feature enabler. EPS assist mechanism with the steering rack where they are translates data from the vehicle’s central electronic contained under the hood in the engine compartment. control unit (ECU) into precise mechanical steering OEM customers that use our REPS include: Ford in functions. Many Nexteer EPS-enabled ADAS features the F-150 pickup truck; FCA in the light-duty Ram are already on the road today such as park assist, lane 1500 pickup truck; and GM in various light-duty trucks keeping, lane departure warning, traffic jam assist and and SUVs. We also supply our REPS in performance more. vehicles, including the Ford Mustang, Dodge Charger and Dodge Challenger. Depending on the type of EPS system, a computer module applies assistive power via an electric motor Pinion-assist EPS expands the application range and coupled directly to either the steering gear or the flexibility. Single pinion-assist EPS (SPEPS) integrates steering column. the electric assist mechanism with the steering gear pinion shaft. OEM customers that use our SPEPS Column-assist EPS (CEPS) integrates system electronics include: BMW in the 1 Series, 2 Series, X1 and Mini; (motor, controller and sensor) and the assist mechanism PSA in the Citroën C3 and DS3; and DPCA in the Citroën with the steering column. OEM customers that use our C-Elysee. CEPS include: GM in various small cars, such as the NEXTEER AUTOMOTIVE GROUP LIMITED ANNUAL REPORT 2018 09 Our Products HYDRAULIC POWER STEERING HPS uses high pressure fluids to assist driver steering. An engine-driven