Jiangling Motors Corporation, Ltd. 2012 Annual Report
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Jiangling Motors Corporation, Ltd. 2012 Annual Report Chapter I Important Notes, Contents and Abbreviations Important Note The Board of Directors and its members, the Supervisory Board and its members, and the senior executives are jointly and severally liable for the truthfulness, accuracy and completeness of the information disclosed in the report and confirm that the information disclosed herein does not contain false statements, misrepresentations or major omissions. Chairman Wang Xigao, President Yuan-Ching Chen, CFO Dennis Leu and Chief of Finance Department, Ding Ni, confirm that the Financial Statements in this Annual Report are truthful and complete. The year 2012 profit distribution proposal approved by the Board of Directors is as follows: A cash dividend of RMB 7 (including tax) will be distributed for every 10 shares held, and there is no stock dividend. Based on the total share capital of 863,214,000 shares as of December 31, 2012, the total cash dividend distribution amounts shall be RMB 604,249,800. B share dividend shall be paid in Hong Kong Dollars and converted based on the HKD-to-RMB standard exchange rate published by the People’s Bank of China on the first working day following the approval on the profit distribution proposal by the Shareholders’ Meeting of the Company. The Board decided not to convert capital reserve to share capital this time. 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. All financial data in this report are prepared under International Financial Reporting Standards (‘IFRS’) unless otherwise specified. The Annual Report is prepared in Chinese and English. In case of discrepancy, the Chinese version will prevail. 1 Contents Chapter I Important Notes, Contents and Abbreviations ........................... 1 Chapter II Brief Introduction ...................................................................... 3 Chapter III Operating Highlight ................................................................... 4 Chapter IV Report of the Board of Directors ............................................... 5 Chapter V Major Events ............................................................................ 14 Chapter VI Share Capital Changes & Shareholders ................................... 17 Chapter VII Directors, Supervisors, Senior Management and Employees . 20 Chapter VIII Corporate Governance Structure ............................................. 28 Chapter IX Internal Control ........................................................................ 34 Chapter X Financial Statements ................................................................ 36 Chapter XI Catalog on Documents for Reference ...................................... 90 Abbreviations: JMC, or the Company Jiangling Motors Corporation, Ltd. JMH Jiangling Motor Holding Co., Ltd. Ford Ford Motor Company Jiangling-Isuzu Jiangling-Isuzu Motors Company, Ltd. CSRC China Securities Regulatory Commission JMCG Jiangling Motors Company (Group) TCHT Taiyuan Changan Heavy Truck Company EVP Executive Vice President CFO Chief Financial Officer VP Vice President 2 Chapter II Brief Introduction Company’s Chinese name: 江铃汽车股份有限公司 English name: Jiangling Motors Corporation, Ltd. Abbreviation: JMC Company legal representative: Mr. Wang Xigao JMC’s Board secretary: Mr. Wan Hong (Tel: 86-791-85235675) Person for financial information disclosure: Mr. Dennis Leu (Tel: 86-791-85266503) JMC’s securities affairs representative: Mr. Quan Shi (Tel: 86-791-85266178) Contact address: No. 509, Northern Yingbin Avenue, Nanchang City, Jiangxi Province, P.R.C Switchboard: 86-791-85266000 Fax: 86-791-85232839 E-mail: [email protected] Company registered address & headquarters address: No. 509, Northern Yingbin Avenue, Nanchang City, Jiangxi Province, P.R.C Postal Code: 330001 JMC’s website: http://www.jmc.com.cn Newspapers for information disclosure: China Securities, Securities Times, Hong Kong Commercial Daily Website designated by CSRC for publication of JMC’s Annual Report: http://www.cninfo.com.cn Place for archiving Annual Report: Securities Department, Jiangling Motors Corporation, Ltd. Place of listing: Shenzhen Stock Exchange Share’s name: Jiangling Motors Jiangling B Share’s code: 000550 200550 Other Information: 1. JMC was registered with Nanchang Municipal Bureau of Industrial & Commercial Administration on November 28, 1993. The information of JMC initial registration can be inquired from Jiangxi Provincial Bureau of Industrial & Commercial Administration. The company registration was changed with Jiangxi Provincial Bureau of Industrial & Commercial Administration on January 8, 1997, on September 20, 1999, on November 25, 2003, on September 23, 2004, on June 21, 2007 and on April 30, 2008. 2. Changes of Controlling Shareholders: On December 1, 1993, JMC A shares were listed on Shenzhen Stock Exchange, while JMCG, the founder-member, was the controlling shareholder of the Company. On September 29, 1995 and November 12, 1998, JMC issued additional 344 million B shares totally, while, after the additional B share issuance, JMCG and Ford were the controlling shareholders of the Company. On December 8, 2005, the 354.176 million JMC shares held by JMCG, the former controlling shareholder, were transferred to JMH. Presently, JMH and Ford are the controlling shareholders of the Company. 3. Business License Registration Number: 360000511000021. 4. Taxation Registration Number: (State Administration of Taxation) 360108612446943 (Nanchang Local Taxation) 360104612446943 3 5. Organization Code: 61244694-3. 6. Accounting Firm appointed by JMC for audit under both China General Acceptable Accounting Principles (‘China GAAP’) and International Financial Reporting Standards (‘IFRS’): Name: PricewaterhouseCoopers Zhong Tian CPAs Limited Company (‘PwC Zhong Tian’) Headquarters address: 11th Floor, PricewaterhouseCoopers Center, 202 Hu Bin Road, Shanghai City, P.R.C. Names of Signed Accountants: Ye Jun, Feng Weiqi Chapter III Operating Highlight I. Main accounting data and financial ratios of the past three years. Unit: RMB ‘000 Change 2012 2011 2010 (%) Revenue 17,474,707 17,456,999 0.10 15,767,897 Profit Attributable to the Equity 1,513,468 1,866,431 -18.91 1,706,304 Holders of the Company Net Cash Generated From 2,265,638 1,147,034 97.52 2,716,444 Operating Activities Basic Earnings Per Share (RMB) 1.75 2.16 -18.91 1.98 Diluted Earnings Per Share (RMB) 1.75 2.16 -18.91 1.98 Down 8.03 Weighted Average Return on Net 19.51 27.54% percentage 30.91% Asset Ratio points End of Year End of Year Change End of Year 2012 2011 (%) 2010 Total Assets 13,111,354 11,865,257 10.50 11,288,139 Shareholders’ Equity Attributable to the Equity Holders of the 8,082,872 7,311,768 10.55 6,127,276 Company II. Impact of IFRS adjustments on the net profit: Unit: RMB ‘000 Profit Shareholders’ Equity Attributable Attributable to the to the Equity Equity Holders of Holders of the Company as of the Company December 31, 2012 in 2012 As Prepared under the China GAAP* 8,082,872 1,516,904 Adjustment per IFRS: Staff Bonus and Welfare Fund appropriated - -3,436 from Net Profit of a Subsidiary 4 As Restated in Conformity with IFRS 8,082,872 1,513,468 * Based on the financial statements audited by PwC Zhong Tian per the China GAAP. Chapter IV Report of the Board of Directors 1. Summary In 2012, China automobile industry production and sales volume was in steady and rational growth under the slowdown economy environment. Total vehicle industry sales volume was 19.3 million, an increase of 4.3% compared with 2011. Commercial vehicle sales volume was 6.07 million, a decrease of 3.5% compared with 2011. JMC’s core business is production and sales of light commercial vehicles and related components. Its major products include JMC series light truck, pickup, Yusheng SUV and Transit series commercial vehicles. The Company also produces engines, castings and other components. During the reporting period, in light of more severe competition, more stringent regulatory requirement, intensifying cost pressures, and commercial vehicle industry slowdown pressure, the Company focused on quality improvement, new product development and new plant construction as well as introduction of a series of sales policy that help to mitigate market share pressure. In 2012, JMC achieved sales volume of 200,008 units, an increase of 3% compared with last year. Revenue was 17,475 million RMB, equivalent to 2011 level. Net profit was 1,513 million RMB down 19% compared with last year. The causes of year-over-year net profit decrease are mainly the increase of engineering spending and higher sales promotion expense. 2. Core Business Analysis i. Sales Revenue Analysis In 2012, JMC achieved sales volume of 200,008 units, including JMC light truck of 68,540 units, JMC pickup of 65,945 units, Yusheng SUV of 8,346 units and Transit CV of 57,177 units. Total sales volume increased 3% compared with last year. Total production volume was 202,041 units, including JMC light truck of 69,689 units, JMC pickup of 64,260 units, Yusheng SUV of 10,784 units and Transit CV of 57,308 units. In 2012, JMC achieved a market share of 1.05% of China total vehicle industry, down 0.02 percentage point from last year (In 2012, JMC achieved a market share of 3.3% of China’s commercial vehicle industry, up 0.2 percentage point from last year). JMC light trucks (including pickup) accounted for 7.2% market share,