ANNUAL REPORT 五菱汽車集團控股有限公司 (Incorporated in Bermuda with limited liability) Entering the Era of HIGH PERFORMANCE with CLEAN ENERGY CORPORATE PROFILE Wuling Motors Holdings Limited (“Wuling Motors Holdings” or the “Company”) and its subsidiaries (collectively referred to as the “Group”) are principally engaged in the businesses of trading and manufacturing of automotive components, engines and specialized vehicles. Our Group’s corporate goal is to grasp the tremendous business opportunities arising from the rapidly growing automobile industry in China and Asia. We supply engines and automotive components to commercial-type mini-vehicles and passenger vehicles. We also manufacture and supply different types of specialized vehicles, including electric vehicles in China. The Group’s main production facilities are located in Liuzhou, Qingdao, Chongqing and Indonesia. Since 2018, we have been ranked as one of the Global Top 100 Enterprises of Automotive Components Suppliers. GROUP STRUCTURE WULING MOTORS GUANGXI DRAGON HILL HOLDINGS AUTOMOBILE HKEx:305 11.6% 60.6% 60.9% 39.1% WULING INDUSTRIAL ENGINES AND AUTOMOTIVE SPECIALIZED RELATED PARTS COMPONENTS VEHICLES AND (INCLUDING NEW OTHER INDUSTRIAL ENERGY VEHICLES) SERVICES WULING MOTORS HOLDINGS LIMITED ANNUAL REPORT 2019 CONTENTS CORPORATE PROFILE GROUP STRUCTURE 2 CHAIRMAN’S STATEMENT 8 REPORT OF THE CEO 16 OPERATION REVIEW MAIN BUSINESS SEGMENTS ENGINES AUTOMOTIVE SPECIALIZED AND RELATED COMPONENTS VEHICLES PARTS AND OTHER (including New Energy Vehicles) INDUSTRIAL SERVICES 31 FINANCIAL REVIEW 38 DIRECTORS’ AND SENIOR MANAGEMENT’S BIOGRAPHIES 46 CORPORATE GOVERNANCE REPORT 65 REPORT OF THE DIRECTORS 85 INDEPENDENT AUDITOR’S REPORT 91 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 92 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 94 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 95 CONSOLIDATED STATEMENT OF CASH FLOWS 97 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CORPORATE INFORMATION CHAIRMAN’S STATEMENT In Pursuit of a and for thee Group and Shareholders Mr. Yuan Zhijun Chairman ANNUAL REPORT 2019 WULING MOTORS HOLDINGS LIMITED CHAIRMAN’S STATEMENT PREFACE REVIEW OF MAJOR ACHIEVEMENTS IN 2019 Spring is the right time to forge ahead and start again in a crucial year. The past year 2019 was In 2019, the Group’s operation was severely the 70th anniversary of the founding of the challenged by various factors, including the rising People’s Republic of China and a crucial year for raw material price and logistics costs, the the establishment of a moderately prosperous automobile industry’s 16 consecutive months of society in all aspects and realize the first decline and the decreased production volume of centennial goal. Against the backdrop of its major customers. In this case, the Group stuck continuous slowdown of China’s economic to the transformation of automotive components growth, the automobile industry declined for the to be “passenger-oriented”, and, taking the second consecutive year. Given the tough opportunity from the upgrade of national 6 situation of rising supply chain cost, Wuling Motors emission standards to expand its engine business, Holdings Limited adhered to the management accelerate its new energy development planning, principle of “Pursuing Growth Amid Stability develop new driving forces and realize a new Progressing with Determined Goals”, continued to breakthrough of the car assembly business by deepen the reformation and innovation of its focusing on the segment markets and management measures and was well positioned implementing innovative marketing model. It to seize opportunities to expand new business and deepened the joint venture achievements in all new market and promote product upgrade and aspects, made full use of the whole value chain to smart manufacturing transformation. It promote quality development of the Group and endeavored to overcome the downward pressure ensured the Group to “Pursue Growth Amid in the market and ensured the Group’s overall Stability and Progress with Determined Goals”. The business to maintain stable development in 2019 details of the Group’s business in 2019 are as despite tough market environment. Wuling Motors follows: Holdings Limited recorded revenue of RMB14,237,305,000 for 2019, representing a year- Upgrading Passenger-Oriented Components on-year decrease of 5.8%. Due to the impairment Transformation and Expanding Engine losses made against the Group’s property, plant Business by the Chance of Upgrade of and equipment amounting to RMB187,636,000, National 6 Emission Standards having considered the unfavourable economic conditions faced by the local and world market, The Group made technological standard the bearing of the related effective interest innovation and process standard enhancement expenses and the foreign exchange loss incurred to develop passenger vehicle products and by the Company for the convertible loan notes (to expand our components and parts business to be matured in May 2020) amounting to passenger vehicle market. Affected by the RMB43,360,000, the Group recorded a net loss for decline in the business of its major customers, the the year amounting to RMB166,615,000. Owing to Group adjusted the business strategy for the this, the Company also recorded a loss components and parts division. On one hand, it attributable to the owners of the Company of RMB124,026,000. 3 WULING MOTORS HOLDINGS LIMITED ANNUAL REPORT 2019 CHAIRMAN’S STATEMENT actively undertook and developed the new Increasing Investment in Technological models of passenger vehicle products for its major Innovation and Intelligent Manufacturing, customers, further improved the quality of Deepening Joint Venture Achievements and components and parts and the related supporting Making Full Use of the Whole Value Chain work; on the other hand, it actively expanded into new markets. The supply of components and parts In 2019, the Group continued to increase of the MPV products for Geely’s Guiyang Facilities investment in technological innovation. The first achieved bulk order in January 2019, with an 2,700 tons multi-station servo press in Guangxi annual output value of approximately RMB100 came into service in the welding plant of the million. It has been admitted into the new energy Company in the mid-year, which has effectively supply system of Beijing Automotive by reduced the energy and material consumption during production, significantly improved the undertaking the production of electric rear axle production rate in a quality and efficient manner, for Chongqing Ruichi. It has undertaken the and strongly supported the expansion of the production of subframe and other products, Group’s high-end components and parts business. which are currently under development, for the Meanwhile, the Group also launched six intelligent Great Wall, JAC and other customers. In 2019, the manufacturing projects including the digital percentage of the Group’s passenger vehicle management of product research and components and parts exceeded 70%. Revenue development and realized intelligent and flexible from the components and parts was mixed-line manufacturing, seeing 20% increase in RMB7,117,211,000. average production efficiency; realized automatic capturing of customer requirements, Benefitted from early planning, early research and seeing 20% improvement in on-site service development and early market launch, the Group response; and realized intelligent logistics has upgraded its engine products pursuant to the management, seeing 5 times decrease in national 6 emission standards and determined the average inventory turnover days, 30% decrease in smart factory project. Taking the opportunity average personnel allocation and 20% decrease arising from the switch of national 5 standards to in manufacturing costs, in particular, Liuzhou national 6 emission standards, the Group Wuling Motors Industrial Company Limited (“Wuling achieved the bulk supply of engines satisfying the Industrial”), a major subsidiary of the Group, was national 6 emission standards to various awarded the Logistics Technology Innovation enterprises, including JAC, Dongfeng Moto and Award at the 2019 Global Logistics Technology MAXUS. The production of components and parts Conference for its RFID Inventory System in the for Geely Auto also progressed well with a monthly finished product warehouse. In 2019, the Group output of less than 5,000 engines to 20,000 engines continued to deepen the cooperation with the and its annual sales target was reached ahead of Fortune Global 500 companies in respect of the schedule. Besides, the Group promoted the components and parts business in order to further research and development of new energy hybrid consolidate its achievements of business engine, electric engine, electric engine controller transformation. Liuzhou AAM and other joint ventures established with American Axle & products and new energy power system Manufacturing, Inc. (“American Axle & integration, and stepped up its efforts in market Manufacturing”) officially commenced expansion through early planning. As a result, independent operation in the year. In October revenue from the engine segment increased amid 2019, Faurecia (Liuzhou) Emissions Control. market decline, providing a strong support to the Technologies Co., Ltd., jointly established by sustainable business development of the Group. Wuling Industrial and Faurecia Group of France 4 ANNUAL REPORT 2019 WULING MOTORS HOLDINGS LIMITED CHAIRMAN’S STATEMENT commenced operation. The joint ventures