ANNUAL REPORT 2017 耐世特汽車系統集團有限公司 (Incorporated under the laws of the Cayman Islands with limited liability) STOCK CODE : 1316 5 THINGS TO KNOW ABOUT NEXTEER & WHAT IT MEANS TO OUR GLOBAL CUSTOMERS DEPTH & BREADTH OF PRODUCTS Steering & Driveline Systems for small cars to heavy duty trucks around the globe EXPERIENCED SYSTEMS INTEGRATORS Seamless Integration: “Vehicle-level thinking” is in our DNA IN-HOUSE OWNERSHIP OF R&D, DESIGN, TESTING & MANUFACTURING Agility, responsiveness, quality & value RELENTLESS INNOVATION Faster-to-market product development cycles via quick, iterative design approach Access to a cross-functional, advanced technology team Time & cost-efficiencies via smart capitalization on Nexteer’s in-house technologies, ADAS & autonomous driving building blocks GLOBAL MANUFACTURING FOOTPRINT & PROWESS A high-quality, proven manufacturing partner for safety-critical systems... in every market where you need to be Contents Corporate Profile 2 Corporate Information 4 Our Products 7 Business Overview 14 Financial Highlights 23 Chairman’s Statement 25 Management Discussion and Analysis 27 Directors and Senior Management 36 Directors’ Report 44 Corporate Governance Report 61 Independent Auditor’s Report 74 Consolidated Balance Sheet 80 Consolidated Income Statement 82 Consolidated Statement of Comprehensive Income 83 Consolidated Statement of Changes in Equity 84 Consolidated Statement of Cash Flows 85 Notes to the Consolidated Financial Statements 86 Five Years’ Financial Summary 148 02 NEXTEER AUTOMOTIVE GROUP LIMITED ANNUAL REPORT 2017 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 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 vision is to leverage strengths in advanced steering and driveline systems. We maintain product focus on electric power steering (EPS) systems, a socially responsible technology that offers automakers increased fuel economy and reduced emissions. Nexteer Automotive has put more than 50 million EPS units on the road since 1999, saving more than 5 billion gallons of fuel, enough to fill the equivalent of 40 billion water bottles. Our ability to integrate our systems seamlessly into automotive original equipment manufacturers’ (OEM) vehicles is a testament of our 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 enterprise: 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 2017 03 Corporate Profile GLOBAL FOOTPRINT World Headquarters: Auburn Hills, Michigan, United States of America (USA or US) Manufacturing Plants: 24, including 1 non-consolidated joint venture Technical Engineering Centres: 3 Customer Service Centres: 14 Global Customers: 50+, 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) and Volkswagen Group (VW) as well as domestic automakers in India, China and South America 04 NEXTEER AUTOMOTIVE GROUP LIMITED ANNUAL REPORT 2017 Corporate Information BOARD OF DIRECTORS AUTHORISED REPRESENTATIVES Executive Directors FAN, Yi (樊毅) ZHAO, Guibin (趙桂斌) MOK, Ming Wai (莫明慧) (FCIS, FCS) (Chairman and Chief Executive Officer) RICHARDSON, Michael Paul LEGAL ADVISERS FAN, Yi (樊毅) As to Hong Kong Law Non-Executive Directors DLA Piper Hong Kong LU, Daen (錄大恩) (resigned with effect from and upon the conclusion of the Board meeting held on As to Cayman Islands Law March 14, 2017) Maples and Calder WANG, Xiaobo (王曉波) (resigned with effect from December 31, 2017) AUDITOR YANG, Shengqun (楊勝群) (appointed with effect from March 14, 2017) PricewaterhouseCoopers ZHANG, Jianxun (張建勛) (appointed with effect from March 13, 2018) AUDIT AND COMPLIANCE COMMITTEE WEI, Kevin Cheng (蔚成) (Chairman) Independent Non-Executive Directors TSANG, Hing Lun (曾慶麟) (passed away on June 4, 2017) TSANG, Hing Lun (曾慶麟) (passed away on June 4, 2017) YANG, Shengqun (楊勝群) (appointed with effect from LIU, Jianjun (劉健君) March 14, 2017) WEI, Kevin Cheng (蔚成) LU, Daen (錄大恩) (resigned with effect from and YICK, Wing Fat Simon (易永發) (appointed with upon the conclusion of the Board meeting held on effect from August 15, 2017) March 14, 2017) YICK, Wing Fat Simon (易永發) (appointed with JOINT COMPANY SECRETARIES effect from August 15, 2017) FAN, Yi (樊毅) MOK, Ming Wai (莫明慧) (FCIS, FCS) NEXTEER AUTOMOTIVE GROUP LIMITED ANNUAL REPORT 2017 05 Corporate Information REMUNERATION AND NOMINATION PRINCIPAL SHARE REGISTRAR AND COMMITTEE TRANSFER OFFICE TSANG, Hing Lun (曾慶麟) (Chairman) (passed away on Maples Fund Services (Cayman) Limited June 4, 2017) P.O. Box 1093, Boundary Hall YICK, Wing Fat Simon (易永發) (Chairman) Cricket Square (appointed with effect from August 15, 2017) Grand Cayman, KY1-1102 LIU, Jianjun (劉健君) Cayman Islands WANG, Xiaobo (王曉波) (resigned with effect from December 31, 2017) HONG KONG BRANCH SHARE REGISTRAR ZHANG, Jianxun (張建勛) (appointed with effect from March 13, 2018) AND TRANSFER OFFICE Computershare Hong Kong Investor Services Limited HEADQUARTERS Shops 1712-1716 17th Floor 1272 Doris Road Hopewell Centre Auburn Hills, Michigan 48326, USA 183 Queen’s Road East Wanchai REGISTERED OFFICE Hong Kong P.O. Box 309, Ugland House Grand Cayman, KY1-1104 PRINCIPAL BANKERS Cayman Islands Bank of America Merrill Lynch Bank of China PRINCIPAL PLACE OF BUSINESS IN Bank Pekao SA HONG KONG China CITIC Bank China Construction Bank 36/F, Tower Two Comerica Bank Times Square JPMorgan Chase & Co. 1 Matheson Street PKO Bank Polski Causeway Bay Shanghai Pudong Development Bank Hong Kong The Export-Import Bank of China Wells Fargo Capital Finance 06 NEXTEER AUTOMOTIVE GROUP LIMITED ANNUAL REPORT 2017 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 2017 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 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 CV (Constant Velocity) joints. 08 NEXTEER AUTOMOTIVE GROUP LIMITED ANNUAL REPORT 2017 Our Products ELECTRICTR POWER STEERING EPS uses an electric motor to assist driver steering. the Aveo; Shanghai GM in the Sonic and the Captiva Our hardware and software are developed concurrently, sport 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.), but also gives important S/S3 minivan, Bao Jun 730 MPV and Bao Jun 510/560 safety cues regarding road surface (such as icy, gravel, SUV; Changan Automobile (Group) Co., Ltd. (Changan) etc.). for the Oushang MPV, CS15 and CS70 SUV. In addition, EPS is a key ADAS feature enabler. EPS Rack-assist EPS (REPS) integrates the required electric translates data from the vehicle’s central electronic assist mechanism with the steering rack where they are control unit (ECU) into precise mechanical steering contained under the hood in the engine compartment. functions. A sampling of EPS-enabled ADAS features OEM customers that use our REPS include: