2016 Annual Report
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ANNUAL REPORT 2016 年 報 2016 年報 ANNUAL REPORT 2016 Contents Corporate Profile 02 Corporate Information 04 Our Products 06 Business Overview 10 Financial Highlights 20 Chairman’s Statement 22 Management Discussion and Analysis 24 Directors and Senior Management 33 Directors’ Report 41 Corporate Governance Report 58 Independent Auditor’s Report 69 Consolidated Balance Sheet 76 Consolidated Income Statement 78 Consolidated Statement of Comprehensive Income 79 Consolidated Statement of Changes in Equity 80 Consolidated Statement of Cash Flows 81 Notes to the Consolidated Financial Statements 82 Five Years’ Financial Summary 146 NEXTEER AUTOMOTIVE GROUP LIMITED ANNUAL REPORT 2016 02 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 vehicle technologies. In-house development and full integration of hardware, software and electronics give Nexteer a competitive advantage as a full service supplier. Our vision is to remain a leader in intuitive motion control – leveraging our strengths in advanced steering and driveline systems. We maintain product focus on electric power steering (EPS), a socially responsible technology that offers automakers increased fuel economy and reduced emissions. Nexteer Automotive has put more than 40 million EPS units on the road, since 1999, saving more than 4 billion gallons of fuel. Our ability to integrate our systems seamlessly into automotive original equipment manufacturer (OEM) vehicles is a testament of our 110-year heritage of vehicle integration expertise and product craftsmanship. Our corporate culture inspires employees to achieve personal and corporate growth by focusing on the Company’s core values across all aspects of the enterprise: people, operational excellence and sustainable 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: • 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, everywhere NEXTEER AUTOMOTIVE GROUP LIMITED ANNUAL REPORT 2016 03 Corporate Profile GLOBAL FOOTPRINT World Headquarters: Auburn Hills, Michigan, United States of America Manufacturing Plants: 23 Manufacturing Plants of 1 Non-Consolidated Joint Venture: Application Engineering Centres: 5 Customer Service Centres: 11 Full-Time Equivalent 13,700+ Global Workforce: Global Customers: 50+, including BMW Group (BMW), Fiat Chrysler Automobiles N.V. (FCA), Ford Motor Company (Ford), General Motors Company and Subsidiaries (GM), SAIC General Motors Co., Ltd. (SGM or Shanghai GM), SAIC-GM- Wuling Automobile Co. Ltd. (SGMW), PSA Groupe (PSA), Toyota Motor Corporation (Toyota) and Volkswagen Group (Volkswagen) as well as domestic automakers in India, China and South America OUR PRODUCTS ELECTRIC COLUMNS & HYDRAULIC ADAS & DRIVELINE POWER INTERMEDIATE POWER AUTONOMOUS SYSTEMS STEERING SHAFTS STEERING TECHNOLOGIES NEXTEER AUTOMOTIVE GROUP LIMITED ANNUAL REPORT 2016 04 Corporate Information BOARD OF DIRECTORS AUDITOR Executive Directors PricewaterhouseCoopers ZHAO, Guibin (趙桂斌) (Chairman and Chief Executive Officer) AUDIT AND COMPLIANCE COMMITTEE RICHARDSON, Michael Paul FAN, Yi (樊毅) WEI, Kevin Cheng (Chairman) TSANG, Hing Lun Non-Executive Directors LU, Daen (resigned with effect from and upon LU, Daen (錄大恩) (resigned with effect from and the conclusion of the Board meeting held on upon the conclusion of the Board meeting held on March 14, 2017) March 14, 2017) YANG, Shengqun (appointed with effect from WANG, Xiaobo (王曉波) March 14, 2017) YANG, Shengqun (楊勝群) (appointed with effect from March 14, 2017) REMUNERATION AND NOMINATION COMMITTEE Independent Non-Executive Directors TSANG, Hing Lun (曾慶麟) TSANG, Hing Lun (Chairman) LIU, Jianjun (劉健君) LIU, Jianjun WEI, Kevin Cheng (蔚成) WANG, Xiaobo JOINT COMPANY SECRETARIES HEADQUARTERS FAN, Yi (樊毅) 1272 Doris Road MOK, Ming Wai (莫明慧) (FCIS, FCS) Auburn Hills, Michigan 48326 United States of America AUTHORISED REPRESENTATIVES REGISTERED OFFICE FAN, Yi (樊毅) MOK, Ming Wai (莫明慧) (FCIS, FCS) P.O. Box 309, Ugland House Grand Cayman, KY1-1104 LEGAL ADVISERS Cayman Islands As to Hong Kong Law DLA Piper Hong Kong As to Cayman Islands Law Maples and Calder NEXTEER AUTOMOTIVE GROUP LIMITED ANNUAL REPORT 2016 05 Corporate Information PRINCIPAL PLACE OF BUSINESS IN PRINCIPAL BANKERS HONG KONG Wells Fargo Capital Finance 36/F, Tower Two Bank of China Times Square Shanghai Pudong Development Bank 1 Matheson Street China CITIC Bank Causeway Bay The Export-Import Bank of China Hong Kong PKO Bank Polski Bank Pekao SA China Construction Bank PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE STOCK CODES Maples Fund Services (Cayman) Limited Share Listing P.O. Box 1093, Boundary Hall Ordinary Shares Cricket Square The Stock Exchange of Hong Kong Limited Grand Cayman, KY1-1102 (Stock code: 1316) Cayman Islands Senior Notes Listing HONG KONG BRANCH SHARE US$250,000,000 5.875% REGISTRAR AND TRANSFER OFFICE Senior Notes due 2021 The Stock Exchange of Hong Kong Limited Computershare Hong Kong Investor Services Limited (Stock code: 5826) Shops 1712-1716 17th Floor COMPANY WEBSITE Hopewell Centre 183 Queen’s Road East http://www.nexteer.com/ Wanchai Hong Kong NEXTEER AUTOMOTIVE GROUP LIMITED ANNUAL REPORT 2016 06 Our Products e design, develop, manufacture and distribute steering and driveline systems and components, Wprimarily for 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 as well as steering columns and intermediate shafts. A driveline system consists of the components required to transfer power from the transmission to the drive wheels. Our driveline system products include front wheel drive halfshafts, intermediateate ddriveriv shafts and rear wheel drive halfshafts as well as propeller shaft joints. ELECTRIC POWER STEERING Rack-assist EPS (REPS) integrates the required electric assist mechanism with the steering rack where they are EPS uses an electric motor to assist driver steering. Our contained under the hood in the engine compartment. hardware and software work together to connect the OEM customers that use our REPS include: Ford in the driver with the road, taking into account driving dynamics F-150 pickup truck; FCA in the Ram pickup truck; and and the operating environment. Depending on the type GM in various half-ton trucks and SUVs. We also supply of EPS system, a computer module applies assistive our REPS in performance vehicles, including the Ford power via an electric motor coupled directly to either the Mustang, Dodge Charger and Dodge Challenger. steering gear or the steering column. Single pinion-assist EPS (SPEPS) integrates the electric Column-assist EPS (CEPS) integrates system electronics assist mechanism with the steering gear pinion shaft. (motor, controller and sensor) and the assist mechanism OEM customers that use our SPEPS include: PSA in the with the steering column. OEM customers that use Citroen C3 and DS3; Dongfeng Peugeot Citroen in the our CEPS include: GM in various small cars, such as Citroen C-Elysee and the Peugeot 2008; and BMW in the Aveo; Shanghai GM in the Sonic and the Captiva the 1-series, the i3 and the Mini Cooper line. sport utility vehicle (SUV); and FCA in various small cars such as the Fiat 500. In China, we also offer an entry- level brush motor column-assist EPS (BEPS) specifically tailored for developing markets. OEM customers that use our BEPS include: SGMW for the Wuling Hongguang S minivan and the Bao Jun 560 SUV. NEXTEER AUTOMOTIVE GROUP LIMITED ANNUAL REPORT 2016 07 Our Products HYDRAULIC POWER STEERING (HPS) HPS uses high pressure fluids to assist driver steering. An engine-driven power steering pump creates system pressure. Pressurised fluid is then routed into a steering gear cylinder that turns the wheels of the vehicle. OEM customers that use our steering gears include: GM in its three-quarter ton trucks and large vans; and FCA in various light commercial vehicles. OEM customers that use our steering pumps include: FCA; GM; and PSA. In North America, we ramped up mass production of two new premium hydraulic based products; Magnasteer with Torque Overlay (MTO) and Smart Flow pump. These products bring advanced driver assistance functionality and reduced power consumption benefits. The MTO steering gear actuator targets three-quarter ton light trucks, medium and heavy duty trucks, semis and buses. The Smart Flow pump reduces parasitic loss on the engine to improve operating efficiency. MTO and Smart Flow are currently available exclusively on GM three-quarter ton trucks; the GMC Sierra; and the Chevrolet Silverado. We also introduced an MTO cartridge valve that enables integration with OEM’s current gear configurations. STEERING COLUMNS AND INTERMEDIATE SHAFTS (CIS) CIS connect the steering wheel to the steering mechanism, which control steering by transferring the driver’s input