股份代號：489 Stock Code: 489 12 年度報告 ANNUAL REPORT 20 2012 Annual Report 2012 年度報告 *僅供識別 *For reference only Table of Dongfeng Motor Group Company Limited 2012 Annual Report Content 002 Corporate Profi le 003 Chairman’s Statement 005 Business Overview 015 Management Discussion and Analysis 021 Profi les of Directors, Supervisors and Senior Management 029 Report of the Directors 052 Report of the Supervisory Committee 054 Corporate Governance Report 065 Independent Auditors’ Report 067 Consolidated Income Statement 068 Consolidated Statement of Comprehensive Income 069 Consolidated Statement of Financial Position 072 Consolidated Statement of Changes in Equity 073 Consolidated Statement of Cash Flows 075 Statement of Financial Position 077 Notes to Financial Statements 173 Five Year Financial Summary 174 Corporate Information 175 Notice of Annual General Meeting and Relating Information 183 Defi nitions Corporate Profi le Second Automotive Works (第二汽車製造廠), the On 16 January 2013, the Company established a wholly predecessor of Dongfeng Motor Corporation and the parent owned subsidiary, Dongfeng Commercial Vehicles Co., of the Company, was established in September 1969. Ltd. On 26 January 2013, the Company entered into an agreement with the relevant parties to acquire the In 2000, Dongfeng Motor Corporation underwent a debt commercial vehicles and other businesses of Dongfeng restructuring arrangement, with China Huarong Asset Motor Co., Ltd. and established a joint venture with AB Management Corporation, China Cinda Asset Management Volvo through Dongfeng Commercial Vehicles Co., Ltd. Corporation, China Orient Asset Management Corporation, China Great Wall Asset Management Corporation and In 2012, the Dongfeng Motor Group commanded a market China Development Bank to jointly form the Company. The share of approximately 11.2% in terms of the total sales Company was incorporated on 18 May 2001. volume of domestic commercial and passenger vehicle manufacturers in the PRC, according to the statistics In 2004, the Company was transformed into a joint stock published by the China Association of Automobile limited company after repurchasing all equity interests held Manufacturers. by shareholders other than Dongfeng Motor Corporation. The Company initially issued H shares overseas on 6 December 2005 and completed an over-allotment on 13 December 2005. As a result, the aggregate share capital of the Company was enlarged to RMB8,616,120,000, which comprised domestic shares and H shares of Dongfeng Dongfeng Motor Group Company Limited RMB5,760,388,000 (approximately 66.86%) and RMB2,855,732,000 (approximately 33.14%), respectively. 2 As at 31 December 2012, the Company has 16 major subsidiaries, jointly-controlled entities and other companies in which the Company has direct equity interests, all of which constitute the Dongfeng Motor Group. Dongfeng Motor Group is primarily engaged in the manufacture and sale of commercial vehicles, passenger vehicles and auto engines and parts, the manufacture of vehicle manufacturing equipment, fi nance businesses as well as other automotive related businesses. Chairman’s Statement Dear Shareholders, Aggregate number of vehicles sold by Dongfeng Motor Group in 2012 was approximately 2,155,400 units, representing a decrease of approximately 0.8% over last On behalf of the Board of Directors, I hereby present the year. Sales volume of passenger vehicles and commercial annual report of the Company for 2012 for your review. vehicles were approximately 1,740,700 units and 414,800 units, representing an increase of approximately 5.7% and The general PRC auto industry was under a slow growth a decrease of approximately 21.2% respectively. Dongfeng in 2012. Approximately 19,306,400 vehicles were sold Motor Group recorded a lower sales growth than the by domestic automobile manufacturers, representing industry average, which was mainly due to (1) the growth in an increase of approximately 4.3% over last year. Sales sales for the previous years were exceptionally higher than volume of passenger vehicles and commercial vehicles market average, which limited the signifi cance of growth in were approximately 15,495,200 units and 3,811,200 units the year in terms of percentage; (2) the commercial vehicle respectively, representing an increase of approximately market was affected by the prolonged economic downturn 7.1% and a decrease of approximately 5.5% over last year. and Dongfeng was no exception as its commercial vehicles were mainly used for logistics; and (3) sales of Dongfeng In 2012, the auto market in China had the following Nissan and Dongfeng Honda fell below the sales targets as signifi cant changes. Firstly, passenger vehicles and sales in Japanese-brand passenger vehicles signifi cantly 2012 commercial vehicles had completely different market decreased as a whole since mid-September. characteristics. Sales of general passenger vehicles other Annual Report than mini vans (including sedans, SUVs and MPVs) grew In 2012, the Group’s sales revenue was approximately by approximately 7.5% as compared to last year. Due to RMB124,036 million, representing a decrease of their general use, the demand of passenger vehicles is less approximately 5.6% over the last year. The sales revenues elastic than that of the commercial vehicles. Secondly, the of passenger vehicles and commercial vehicles were performance of different segments in the passenger vehicle approximately RMB96,042 million and RMB26,831 3 market varied signifi cantly. Sales of SUV and sedan grew by million, representing an increase of approximately 1.2% approximately 25.5% and 5.1% respectively. The passenger and a decrease of approximately 24.4% respectively. vehicle market has become mature with very diversifi ed Profi t attributable to shareholders of the Company was products to meet different demands of customers. Thirdly, approximately RMB9,092 million, which was approximately the commercial vehicle market remained sluggish as in 2011 13.3% lower than that of last year. due to the unfavourable economic conditions. Lastly, due to the row between China and Japan over Diaoyu Islands broke out in mid September, sales of Japanese-brand passenger vehicles and the auto market as a whole were severely affected. Chairman’s Statement In 2012, despite the challenging business environment, Looking forward, the PRC auto industry will maintain Dongfeng Motor Group actively responded to risks and a steady growth and uncertainty in Japanese-brand challenges to ensure smooth implementation of its business vehicles will remain in 2013. Dongfeng Motor Group strategy. The Group focused on management, product will enhance consciousness of the complicated market development, brand building, sales network optimization trend and implemented various measures to improve and quality and cost control. On the other hand, Dongfeng risk management. Being market and results-oriented, Motor Group endeavoured to overcome the diffi culties and the Company will implement more fl exible and practical challenges brought by the Diaoyu Islands dispute. The marketing policies to foster the overall turnover and Group strengthened internal management and control, growth of product sales and fi nancial results, laying a solid promptly adjusted production systems, reinforced the foundation for the long-term development of the Group and coordination between upstream and downstream industries sustainable shareholders’ return of the Group. and adjusted marketing strategies. Basically, the supply chain system and sales network were secure and stable, which paved the way for subsequent recovery of the market. The PRC auto industry, in particular passenger vehicle market, has entered to a new development stage. The growth in general consumption market provided momentum and tremendous room for improvement. Along with the market expansion, different market segments will develop and result in keen competition and more uncertainties. Dongfeng Dongfeng Motor Group Company Limited Dongfeng Motor Group will proactively respond to business opportunities and challenges by speeding up transformation 4 and strengthening in-house capacity. It will further enhance Xu Ping the cooperation of joint venture in order to facilitate and Chairman expand the development of joint venture business. The Group will pursue its overseas expansion strategies by 27 March 2013 strengthening its overseas business. Business Overview I Major Businesses of the The Dongfeng Motor Group’s passenger vehicle business Dongfeng Motor Group is principally operated by the Company (through Dongfeng Passenger Vehicle Company) and the following Dongfeng Joint Venture Companies: Dongfeng Motor Co., Ltd., The principal products of the Dongfeng Motor Group Dongfeng Peugeot Citroen Automobile Company Ltd. (the include commercial vehicles (heavy duty trucks, medium joint venture between the Company and the PSA Peugeot trucks, light trucks, mini trucks and buses, and commercial Citroen), and Dongfeng Honda Automobile Co., Ltd. (the vehicles engines, auto parts and vehicle manufacturing joint venture between the Company and Honda Motor equipment of commercial vehicles) and passenger vehicles Co., Ltd. (partly through Honda Motor (China) Investment (sedans, MPVs, SUVs and passenger vehicles engines, auto Co., Ltd.). The passenger vehicle engines and auto parts parts and vehicle manufacturing equipment of passenger business of the Dongfeng Motor Group is principally vehicles). In addition, the Dongfeng Motor Group is also operated by Dongfeng Motor Co., Ltd.,